Item 1. Financial Statements
Item 1.
Financial Statements (Unaudited)
4
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
38
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
59
Item 4.
Controls and Procedures
61
PART II—OTHER INFORMATION
62
Item 1.
Legal Proceedings
62
Item 1A.
Risk Factors
62
Item 2.
Unregistered Sales of Equity Securities
62
Item 5.
Other Information
62
Item 6.
Exhibits
63
SIGNATURES
64
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. When considering these forward-looking statements, investors should keep in mind the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q. These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
● our ability to execute our business strategy;
● our production and oil and gas reserves;
● our financial strategy, liquidity and capital required for our development program;
● our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness;
● natural gas, natural gas liquids (“NGLs”), and oil prices;
● impacts of world health events, including the coronavirus (“COVID-19”) pandemic;
● timing and amount of future production of natural gas, NGLs, and oil;
● our hedging strategy and results;
● our ability to meet minimum volume commitments and to utilize or monetize our firm transportation commitments;
● our future drilling plans;
● our projected well costs and cost savings initiatives, including with respect to water handling services provided by Antero Midstream Corporation;
● competition and government regulations;
● pending legal or environmental matters;
● marketing of natural gas, NGLs, and oil;
● leasehold or business acquisitions;
● costs of developing our properties;
● operations of Antero Midstream Corporation;
● general economic conditions;
● credit markets;
● uncertainty regarding our future operating results; and
● our other plans, objectives, expectations and intentions contained in this Quarterly Report on Form 10-Q.
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We caution investors that these forward-looking statements are subject to all of the risks and uncertainties incidental to our business, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility, inflation, availability of drilling, completion, and production equipment and services, environmental risks, drilling and completion and other operating risks, marketing and transportation risks, regulatory changes, the uncertainty inherent in estimating natural gas, NGLs, and oil reserves and in projecting future rates of production, cash flows and access to capital, the timing of development expenditures, conflicts of interest among our stockholders, impacts of world health events (including the COVID-19 pandemic), cybersecurity risks and the other risks described or referenced under the heading “Item 1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”), which is on file with the Securities and Exchange Commission (“SEC”).
Reserve engineering is a process of estimating underground accumulations of natural gas, NGLs, and oil that cannot be measured in an exact manner. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data, and the price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing, and production activities, or changes in commodity prices, may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas, NGLs, and oil that are ultimately recovered.
Should one or more of the risks or uncertainties described or referenced in this Quarterly Report on Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.
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PART I—FINANCIAL INFORMATION
ANTERO RESOURCES CORPORATION
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
December 31,
September 30,
2020
2021
Assets
Current assets:
Accounts receivable
$
28,457
34,768
Accrued revenue
425,314
652,521
Derivative instruments
105,130
627
Other current assets
15,238
20,937
Total current assets
574,139
708,853
Property and equipment:
Oil and gas properties, at cost (successful efforts method):
Unproved properties
1,175,178
1,052,543
Proved properties
12,260,713
12,559,146
Gathering systems and facilities
5,802
5,802
Other property and equipment
74,361
91,621
13,516,054
13,709,112
Less accumulated depletion, depreciation, and amortization
( 3,869,116 )
( 4,176,296 )
Property and equipment, net
9,646,938
9,532,816
Operating leases right-of-use assets
2,613,603
2,969,642
Derivative instruments
47,293
14,834
Investment in unconsolidated affiliate
255,082
236,597
Other assets
13,790
8,796
Total assets
$
13,150,845
13,471,538
Liabilities and Equity
Current liabilities:
Accounts payable
$
26,728
60,409
Accounts payable, related parties
69,860
79,595
Accrued liabilities
343,524
501,132
Revenue distributions payable
198,117
315,936
Derivative instruments
31,242
1,436,292
Short-term lease liabilities
266,024
353,470
Deferred revenue, VPP
45,257
39,528
Other current liabilities
2,302
16,320
Total current liabilities
983,054
2,802,682
Long-term liabilities:
Long-term debt
3,001,593
2,341,033
Deferred income tax liability
412,252
55,636
Derivative instruments
99,172
331,570
Long-term lease liabilities
2,348,785
2,616,889
Deferred revenue, VPP
156,024
127,844
Other liabilities
59,694
60,642
Total liabilities
7,060,574
8,336,296
Commitments and contingencies (Notes 13 and 14)
Equity:
Stockholders' equity:
Preferred stock, $ 0.01 par value; authorized - 50,000 shares; none issued
—
—
Common stock, $ 0.01 par value; authorized - 1,000,000 shares; 268,672 shares and 313,866 shares issued and outstanding as of December 31, 2020 and September 30, 2021 , respectively
2,686
3,138
Additional paid-in capital
6,195,497
6,365,929
Accumulated deficit
( 430,478 )
( 1,518,762 )
Total stockholders' equity
5,767,705
4,850,305
Noncontrolling interests
322,566
284,937
Total equity
6,090,271
5,135,242
Total liabilities and equity
$
13,150,845
13,471,538
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
(In thousands, except per share amounts)
Three Months Ended September 30,
2020
2021
Revenue and other:
Natural gas sales
$
436,304
884,669
Natural gas liquids sales
327,426
598,327
Oil sales
34,265
56,734
Commodity derivative fair value losses
( 514,751 )
( 1,250,466 )
Marketing
91,497
232,685
Amortization of deferred revenue, VPP
5,175
11,404
Gain on sale of assets
—
539
Other income
675
530
Total revenue
380,591
534,422
Operating expenses:
Lease operating
21,450
25,363
Gathering, compression, processing, and transportation
656,615
628,225
Production and ad valorem taxes
25,790
52,219
Marketing
128,580
266,751
Exploration
454
235
Impairment of oil and gas properties
29,392
26,253
Depletion, depreciation, and amortization
238,418
182,810
Accretion of asset retirement obligations
1,115
828
General and administrative (including equity-based compensation expense of $ 5,699 and $ 5,298 in 2020 and 2021, respectively)
31,640
32,442
Contract termination and rig stacking
1,246
3,370
Total operating expenses
1,134,700
1,218,496
Operating loss
( 754,109 )
( 684,074 )
Other income (expense):
Interest expense, net
( 48,043 )
( 45,414 )
Equity in earnings of unconsolidated affiliate
24,419
21,450
Gain (loss) on early extinguishment of debt
55,633
( 16,567 )
Transaction expense
( 524 )
( 626 )
Total other income (expense)
31,485
( 41,157 )
Loss before income taxes
( 722,624 )
( 725,231 )
Provision for income tax benefit
168,778
158,656
Net loss and comprehensive loss including noncontrolling interests
( 553,846 )
( 566,575 )
Less: net loss and comprehensive loss attributable to noncontrolling interests
( 18,233 )
( 17,257 )
Net loss and comprehensive loss attributable to Antero Resources Corporation
$
( 535,613 )
( 549,318 )
Loss per share—basic
$
( 1.99 )
( 1.75 )
Loss per share—diluted
$
( 1.99 )
( 1.75 )
Weighted average number of shares outstanding:
Basic
268,511
313,790
Diluted
268,511
313,790
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
(In thousands, except per share amounts)
Nine Months Ended September 30,
2020
2021
Revenue and other:
Natural gas sales
$
1,214,801
2,231,558
Natural gas liquids sales
797,296
1,503,027
Oil sales
78,233
153,326
Commodity derivative fair value losses
( 116,933 )
( 2,260,062 )
Marketing
201,855
562,928
Amortization of deferred revenue, VPP
5,175
33,833
Gain on sale of assets
—
2,827
Other income
2,180
551
Total revenue
2,182,607
2,227,988
Operating expenses:
Lease operating
71,836
71,555
Gathering, compression, processing, and transportation
1,877,084
1,874,664
Production and ad valorem taxes
71,481
130,610
Marketing
334,906
627,822
Exploration
895
6,092
Impairment of oil and gas properties
155,962
69,618
Depletion, depreciation, and amortization
652,130
564,166
Accretion of asset retirement obligations
3,330
2,947
General and administrative (including equity-based compensation expense of $ 17,001 and $ 15,189 in 2020 and 2021, respectively)
101,264
108,693
Contract termination and rig stacking
12,317
4,305
Total operating expenses
3,281,205
3,460,472
Operating loss
( 1,098,598 )
( 1,232,484 )
Other income (expense):
Interest expense, net
( 152,956 )
( 138,120 )
Equity in earnings (loss) of unconsolidated affiliate
( 83,408 )
57,621
Gain (loss) on early extinguishment of debt
175,365
( 82,836 )
Loss on convertible note equitizations
—
( 50,777 )
Impairment of equity method investment
( 610,632 )
—
Transaction expense
( 6,662 )
( 3,102 )
Total other expense
( 678,293 )
( 217,214 )
Loss before income taxes
( 1,776,891 )
( 1,449,698 )
Provision for income tax benefit
421,167
337,568
Net loss and comprehensive loss including noncontrolling interests
( 1,355,724 )
( 1,112,130 )
Less: net loss and comprehensive loss attributable to noncontrolling interests
( 17,997 )
( 23,846 )
Net loss and comprehensive loss attributable to Antero Resources Corporation
$
( 1,337,727 )
( 1,088,284 )
Loss per share—basic
$
( 4.89 )
( 3.55 )
Loss per share—diluted
$
( 4.89 )
( 3.55 )
Weighted average number of shares outstanding:
Basic
273,689
306,201
Diluted
273,689
306,201
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In thousands)
Additional
Accumulated
Common Stock
Paid-in
Earnings
Noncontrolling
Total
Shares
Amount
Capital
(Deficit)
Interests
Equity
Balances, December 31, 2019
295,941
$
2,959
6,130,365
837,419
—
6,970,743
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
178
2
( 34 )
—
—
( 32 )
Repurchases and retirements of common stock
( 27,193 )
( 272 )
( 42,418 )
—
—
( 42,690 )
Equity-based compensation
—
—
3,329
—
—
3,329
Net loss and comprehensive loss
—
—
—
( 338,810 )
—
( 338,810 )
Balances, March 31, 2020
268,926
2,689
6,091,242
498,609
—
6,592,540
Issuance of common units in Martica Holdings, LLC
—
—
—
—
300,000
300,000
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
464
5
( 305 )
—
—
( 300 )
Distributions to noncontrolling interest
—
—
—
—
( 3,413 )
( 3,413 )
Repurchases and retirements of common stock
( 1,000 )
( 10 )
( 743 )
—
—
( 753 )
Equity-based compensation
—
—
7,973
—
—
7,973
Net income (loss) and comprehensive income (loss)
—
—
—
( 463,304 )
236
( 463,068 )
Balances, June 30, 2020
268,390
2,684
6,098,167
35,305
296,823
6,432,979
Issuance of common units in Martica Holdings, LLC
—
—
—
—
51,000
51,000
Equity component of 2026 Convertible Notes, net
—
—
61,926
—
—
61,926
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
159
1
( 42 )
—
—
( 41 )
Distributions to noncontrolling interest
—
—
—
—
( 13,836 )
( 13,836 )
Equity-based compensation
—
—
5,699
—
—
5,699
Net loss and comprehensive loss
—
—
—
( 535,613 )
( 18,233 )
( 553,846 )
Balances, September 30, 2020
268,549
$
2,685
6,165,750
( 500,308 )
315,754
5,983,881
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) (Continued)
(In thousands)
Additional
Common Stock
Paid-in
Accumulated
Noncontrolling
Total
Shares
Amount
Capital
Deficit
Interests
Equity
Balances, December 31, 2020
268,672
$
2,686
6,195,497
( 430,478 )
322,566
6,090,271
Issuance of common shares
31,388
314
238,551
—
—
238,865
Issuance of common units in Martica Holdings, LLC
—
—
—
—
51,000
51,000
Equity component of 2026 Convertible Notes, net
—
—
( 116,381 )
—
—
( 116,381 )
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
1,130
11
( 5,656 )
—
—
( 5,645 )
Distributions to noncontrolling interest
—
—
—
—
( 24,699 )
( 24,699 )
Equity-based compensation
—
—
5,642
—
—
5,642
Net income (loss) and comprehensive income (loss)
—
—
—
( 15,499 )
4,395
( 11,104 )
Balances, March 31, 2021
301,190
3,011
6,317,653
( 445,977 )
353,262
6,227,949
Issuance of common shares
11,588
116
125,262
—
—
125,378
Equity component of 2026 Convertible Notes, net
—
—
( 79,497 )
—
—
( 79,497 )
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
749
8
( 3,893 )
—
—
( 3,885 )
Distributions to noncontrolling interest
—
—
—
—
( 21,329 )
( 21,329 )
Equity-based compensation
—
—
4,249
—
—
4,249
Net loss and comprehensive loss
—
—
—
( 523,467 )
( 10,984 )
( 534,451 )
Balances, June 30, 2021
313,527
3,135
6,363,774
( 969,444 )
320,949
5,718,414
Equity component of 2026 Convertible Notes, net
—
—
36
—
—
36
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
339
3
( 3,179 )
—
—
( 3,176 )
Distributions to noncontrolling interest
—
—
—
—
( 18,755 )
( 18,755 )
Equity-based compensation
—
—
5,298
—
—
5,298
Net loss and comprehensive loss
—
—
—
( 549,318 )
( 17,257 )
( 566,575 )
Balances, September 30, 2021
313,866
$
3,138
6,365,929
( 1,518,762 )
284,937
5,135,242
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Nine Months Ended September 30,
2020
2021
Cash flows provided by (used in) operating activities:
Net loss including noncontrolling interests
$
( 1,355,724 )
( 1,112,130 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depletion, depreciation, amortization, and accretion
655,460
567,113
Impairments
766,594
69,618
Commodity derivative fair value losses
116,933
2,260,062
Gains (losses) on settled commodity derivatives
740,805
( 481,083 )
Proceeds from (payments for) derivative monetizations
18,073
( 4,569 )
Gain on sale of assets
—
( 2,827 )
Equity-based compensation expense
17,001
15,189
Deferred income tax benefit
( 426,267 )
( 337,568 )
Equity in (earnings) loss of unconsolidated affiliate
83,408
( 57,621 )
Dividends of earnings from unconsolidated affiliate
128,267
105,325
Amortization of deferred revenue
( 5,175 )
( 33,833 )
Amortization of debt issuance costs, debt discount, debt premium and other
7,391
10,122
(Gain) loss on early extinguishment of debt
( 175,365 )
82,836
Loss on convertible note equitizations
—
50,777
Changes in current assets and liabilities:
Accounts receivable
( 15,454 )
( 11,336 )
Accrued revenue
( 20,843 )
( 227,207 )
Other current assets
( 1,455 )
( 5,695 )
Accounts payable including related parties
( 2,198 )
39,108
Accrued liabilities
15,522
124,382
Revenue distributions payable
( 54,403 )
117,819
Other current liabilities
( 60 )
16,470
Net cash provided by operating activities
492,510
1,184,952
Cash flows provided by (used in) investing activities:
Additions to unproved properties
( 31,136 )
( 48,960 )
Drilling and completion costs
( 693,920 )
( 447,899 )
Additions to other property and equipment
( 1,346 )
( 14,082 )
Settlement of water earnout
125,000
—
Proceeds from asset sales
—
3,192
Proceeds from VPP sale, net
215,833
—
Change in other liabilities
—
( 77 )
Change in other assets
1,506
2,371
Net cash used in investing activities
( 384,063 )
( 505,455 )
Cash flows provided by (used in) financing activities:
Repurchases of common stock
( 43,443 )
—
Issuance of senior notes
—
1,800,000
Issuance of convertible notes
287,500
—
Repayment of senior notes
( 899,971 )
( 1,424,354 )
Borrowings (repayments) on bank credit facilities, net
275,000
( 919,500 )
Payment of debt issuance costs
( 8,907 )
( 22,814 )
Sale of noncontrolling interest
300,000
51,000
Distributions to noncontrolling interests in Martica Holdings LLC
( 17,249 )
( 64,783 )
Employee tax withholding for settlement of equity compensation awards
( 373 )
( 12,706 )
Convertible note equitizations
—
( 85,648 )
Other
( 1,004 )
( 692 )
Net cash used in financing activities
( 108,447 )
( 679,497 )
Net increase in cash and cash equivalents
—
—
Cash and cash equivalents, beginning of period
—
—
Cash and cash equivalents, end of period
$
—
—
Supplemental disclosure of cash flow information:
Cash paid during the period for interest
$
135,494
130,947
Increase (decrease) in accounts payable and accrued liabilities for additions to property and equipment
$
( 44,302 )
33,547
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(1) Organization
Antero Resources Corporation (individually referred to as “Antero” and together with its consolidated subsidiaries “Antero Resources,” or the “Company,”) is engaged in the development, production, exploration and acquisition of natural gas, NGLs, and oil properties in the Appalachian Basin in West Virginia and Ohio. The Company targets large, repeatable resource plays where horizontal drilling and advanced fracture stimulation technologies provide the means to economically develop and produce natural gas, NGLs, and oil from unconventional formations. The Company’s corporate headquarters is located in Denver, Colorado.
(2) Summary of Significant Accounting Policies
(a)
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial information and should be read in the context of the Company’s December 31, 2020 consolidated financial statements and notes thereto for a more complete understanding of the Company’s operations, financial position and accounting policies. The Company’s December 31, 2020 consolidated financial statements were included in Antero Resources’ 2020 Annual Report on Form 10-K, which was filed with the SEC.
These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of December 31, 2020 and September 30, 2021 and its results of operations for the three and nine months ended September 30, 2020 and 2021 and cash flows for the nine months ended September 30, 2020 and 2021. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is equal to its comprehensive income or loss. Operating results for the period ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full year because of the impact of fluctuations in prices received for natural gas, NGLs, and oil, natural production declines, the uncertainty of exploration and development drilling results, fluctuations in the fair value of derivative instruments, the impacts of COVID-19 and other factors.
(b)
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Antero Resources Corporation, its wholly owned subsidiaries, and its variable interest entity (“VIE”), Martica Holdings LLC, (“Martica”), for which the Company is the primary beneficiary. The noncontrolling interest reflected in the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2020 and 2021 represents the Company’s interest in Martica owned by third parties. See Note 3—Transactions to the unaudited condensed consolidated financial statements for more information on Martica.
(c)
Cash and Cash Equivalents
The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments. From time to time, the Company may be in the position of a “book overdraft” in which outstanding checks exceed cash and cash equivalents. The Company classifies book overdrafts in accounts payable and revenue distributions payable within its condensed consolidated balance sheets, and classifies the change in accounts payable associated with book overdrafts as an operating activity within its unaudited condensed consolidated statements of cash flows. As of December 31, 2020, the book overdrafts included within accounts payable and revenue distributions payable were $ 11 million and $ 15 million, respectively. As of September 30, 2021, the book overdrafts included within accounts payable and revenue distributions payable were $ 37 million and $ 31 million, respectively.
(d)
Earnings (Loss) Per Common Share
Earnings (loss) per common share—basic for each period is computed by dividing net income (loss) attributable to Antero by the basic weighted average number of shares outstanding during the period. Earnings (loss) per common share—diluted for each period is computed after giving consideration to the potential dilution from outstanding equity awards and shares of common stock
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
issuable upon conversion of the 2026 Convertible Notes (as defined below in Note 7—Long-Term Debt). The Company includes restricted stock unit (“RSU”) awards, performance share unit (“PSU”) awards and stock options in the calculation of diluted weighted average shares outstanding based on the number of common shares that would be issuable if the end of the period was also the end of the performance period required for the vesting of the awards. The potential dilutive effect of the 2026 Convertible Notes is calculated using the (i) treasury stock method for the three and nine months ended September 30, 2020 as a result of the Company’s intent to settle the principal amount of such convertible notes in cash upon conversion during the nine months ended September 30, 2020, and (ii) if-converted method for the three and nine months ended September 30, 2021, as a result of the partial equitizations of the 2026 Convertible Notes during the nine months ended September 30, 2021. See Note 7—Long-Term Debt for further discussion on the equitization transactions. 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 effects of all equity awards and the 2026 Convertible Notes are anti-dilutive.
The following is a reconciliation of the Company’s basic weighted average shares outstanding to diluted weighted average shares outstanding during the periods presented (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2020
2021
2020
2021
Basic weighted average number of shares outstanding
268,511
313,790
273,689
306,201
Add: Dilutive effect of RSUs
—
—
—
—
Add: Dilutive effect of PSUs
—
—
—
—
Add: Dilutive effect of outstanding stock options
—
—
—
—
Add: Dilutive effect of 2026 Convertible Notes
—
—
—
—
Diluted weighted average number of shares outstanding
268,511
313,790
273,689
306,201
Weighted average number of outstanding securities excluded from calculation of diluted earnings per common share (1) :
RSUs
10,129
6,158
7,397
6,562
PSUs
1,988
2,748
1,808
2,706
Outstanding stock options
432
357
432
388
2026 Convertible Notes (2)
—
18,778
—
18,778
(1) The potential dilutive effects of these awards were excluded from the computation of diluted earnings (loss) per common share because the inclusion of these awards would have been anti-dilutive.
(2) Under the treasury stock method, only the amount by which the conversion value exceeds the aggregate principal amount of the 2026 Convertible Notes is considered in the diluted earnings per share computation. As of September 30, 2020, the conversion value did not exceed the principal amount of the notes, and accordingly, there was no impact to diluted earnings per share for the three and nine months ended September 30, 2020. Under the if-converted method, the weighted average number of shares outstanding for the three and nine months ended September 30, 2020, would have been 28 million and 10 million, respectively, all of which would have been anti-dilutive.
(e)
Income Taxes
The Company recognizes deferred tax assets and liabilities for temporary differences resulting from net operating loss carryforwards for income tax purposes and the differences between the financial statement and tax basis of assets and liabilities. The effect of changes in tax laws or tax rates is recognized in income during the period such changes are enacted. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized.
On April 9, 2021, West Virginia enacted new tax laws related to its apportionment and sourcing methodologies. The newly enacted laws are effective January 1, 2022 on a prospective basis and are expected to reduce the Company’s net income or loss that is apportioned to West Virginia. As a result of this tax law change, the Company’s net deferred income tax liability was reduced by $ 34
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
million as of September 30, 2021, which includes a $ 48 million increase in deferred tax assets, partially offset by a $ 14 million increase in valuation allowance.
(f)
Recently Issued Accounting Standards
Convertible Instruments
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which eliminates the cash conversion model in Accounting Standards Codification (“ASC”) 470-20, Debt with Conversion and Other Options , that require separate accounting for conversion features, and instead, allows the debt instrument and conversion features to be accounted for as a single debt instrument. The new standard becomes effective for the Company on January 1, 2022, and early adoption is permitted. The Company is evaluating the transition method it plans to use for adoption on January 1, 2022. However, the Company has utilized the modified retrospective approach to quantify the expected impact of this standard on its financial statements.
Upon adoption of this new standard, the Company expects to reclassify between $ 15 million and $ 30 million, net of deferred income taxes and equity issuance costs, to long-term debt and deferred income tax liability, as applicable, from stockholders’ equity, which amount is subject to adjustment for any conversions or other transactions until adoption of this new standard. Additionally, annual interest expense for the 2026 Convertible Notes will be based on an effective interest rate of 4.8 % as compared to 15.1 % for the three and nine months ended September 30, 2021. T he Company does not believe that adoption of the standard will impact its operational strategies or development prospects.
Income Taxes
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes . This ASU removes certain exceptions to the general principles in ASC 740, Income Taxes (“ASC 740”) and also simplifies portions of ASC 740 by clarifying and amending existing guidance. It is effective for interim and annual reporting periods after December 15, 2020. The Company adopted this ASU on January 1, 2021, and it did not have a material impact on the Company's unaudited condensed consolidated financial statements .
(3) Transactions
(a)
Conveyance of Overriding Royalty Interest
On June 15, 2020, the Company announced the consummation of a transaction with an affiliate of Sixth Street Partners, LLC (“Sixth Street”) relating to certain overriding royalty interests across the Company’s existing asset base (the “ORRIs”). In connection with the transaction, the Company contributed the ORRIs to Martica and Sixth Street contributed $ 300 million in cash (subject to customary adjustments) and agreed to contribute up to an additional $ 102 million in cash if certain production thresholds attributable to the ORRIs are achieved in the third quarter of 2020 and first quarter of 2021. All cash contributed by Sixth Street at the initial closing was distributed to the Company. The Company met the applicable production thresholds related to the third quarter of 2020 and first quarter of 2021 as of September 31, 2020 and March 31, 2021, respectively. The Company received a $ 51 million cash distribution during each of the fourth quarter of 2020 and the second quarter of 2021.
The ORRIs include an overriding royalty interest of 1.25 % of the Company’s working interest in all of its proved operated developed properties in West Virginia and Ohio, subject to certain excluded wells (the “Initial PDP Override”), and an overriding royalty interest of 3.75 % of the Company’s working interest in all of its undeveloped properties in West Virginia and Ohio (the “Development Override”). Wells turned to sales after April 1, 2020 and prior to the later of (a) the date on which the Company turns to sales 2.2 million lateral feet (net to the Company’s interest) of horizontal wells burdened by the Development Override and (b) the earlier of (i) April 1, 2023 and (ii) the date on which the Company turns to sales 3.82 million lateral feet (net to the Company’s interest) of horizontal wells are subject to the Development Override.
The ORRIs also include an additional overriding royalty interest of 2.00 % of the Company’s working interest in the properties underlying the Initial PDP Override (the “Incremental Override”). The Incremental Override (or a portion thereof, as applicable) may be re-conveyed to the Company (at the Company’s election) if certain production targets attributable to the ORRIs are achieved through March 31, 2023. Any portion of the Incremental Override that may not be re-conveyed to the Company based on the Company failing to achieve such production volumes through March 31, 2023 will remain with Martica.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Prior to Sixth Street achieving an internal rate of return of 13 % and 1.5 x cash-on-cash return (the “Hurdle”), Sixth Street will receive all distributions in respect of the Initial PDP Override and the Development Override, and the Company will receive all distributions in respect of the Incremental Override, unless certain production targets are not achieved, in which case Sixth Street will receive some or all of the distributions in respect of the Incremental Override. Following Sixth Street achieving the Hurdle, the Company will receive 85 % of the distributions in respect of the ORRIs to which Sixth Street was entitled immediately prior to the Hurdle being achieved.
The conveyance of the ORRIs from the Company to Martica was accounted for as a transaction between entities under common control. As a result, the contributed ORRIs have been recorded by Martica at their historical cost.
(b)
Volumetric Production Payment Transaction
On August 10, 2020, the Company completed a volumetric production payment transaction and received net proceeds of approximately $ 216 million (the "VPP"). In connection with the VPP, the Company entered into a purchase and sale agreement, together with a conveyance agreement and production and marketing agreement, with J.P. Morgan Ventures Energy Corporation ("JPM-VEC") to convey, effective July 1, 2020, an overriding royalty interest in dry gas producing properties in West Virginia (the "VPP Properties") equal to 136,589,000 MMBtu over the expected seven-year term of the VPP.
The Company has accounted for the VPP as a conveyance under ASC 932, Extractive Activities—Oil and Gas (“ASC 932”), and the net proceeds were recorded as deferred revenue in the condensed consolidated balance sheet as of the transaction closing. Deferred revenue is recognized as volumes are delivered using the units-of-production method over the term of the VPP. Under the production and marketing agreement, Antero and its affiliates provide certain marketing services as JPM-VEC’s agent, and any income or expenses related to these services will be recorded as marketing revenue or marketing expenses as appropriate.
Contemporaneously with the VPP, the Company executed a call option related to the production volumes associated with its retained interest in the VPP properties, which is collateralized by a mortgage on the VPP properties. Additionally, the production and marketing agreement contains an embedded put option related to the production volumes for the Company’s retained interest in the VPP properties, which has been bifurcated from the production and marketing arrangement and accounted for as a derivative instrument recorded at fair value. See Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for more information on the Company’s derivative instruments.
(c)
Drilling Partnership
On February 17, 2021, Antero Resources announced the formation of a drilling partnership with QL Capital Partners (“QL”), an affiliate of Quantum Energy Partners, for the Company’s 2021 through 2024 drilling program. Under the terms of the arrangement, each year in which QL participates represents an annual tranche, and QL will be conveyed a working interest in any wells spud by Antero Resources during such tranche year. For 2021, Antero Resources and QL agreed to a capital budget for such annual tranche, and for each subsequent year through 2024, Antero Resources will propose a capital budget and estimated internal rate of return (“IRR”) for all wells to be spud during such year and, subject to the mutual agreement of the parties that the estimated IRR for the year exceeds a specified return, QL will be obligated to participate in such tranche. Antero Resources develops and manages the drilling program associated with each tranche, including the selection of wells. Additionally, for each annual tranche in which QL participates, Antero Resources and QL will enter into an assignment, bill of sale and conveyance pursuant to which QL will be conveyed a proportionate working interest percentage in each well spud in that year, which conveyance will not be subject to any reversion.
Under the terms of the arrangement, QL will fund 20 % of development capital for wells spud in 2021 and is expected to fund between 15 % and 20 % of development capital for wells spud from 2022 through 2024, which funding amounts represent QL’s proportionate working interest in such wells. Additionally, Antero Resources may receive a carry in the form of a one-time payment from QL for each annual tranche if the IRR for such tranche exceeds certain specified returns, which will be determined no earlier than December 31 following the end of each tranche year. Capital costs in excess of, and cost savings below, a specified percentage of budgeted amounts for each annual tranche will be for Antero Resources’ account. Subject to the preceding sentence, for any wells included in a tranche, QL is obligated and responsible for its working interest share of costs and liabilities, and is entitled to its working interest share of revenues, associated with such wells for the life of such wells. If Antero Resources presents a capital budget for an annual tranche with an estimated IRR equal to or exceeding a specified return that QL in good faith believes is less than such specified return and QL elects not to participate, Antero Resources will not be obligated to offer QL the opportunity to participate in subsequent annual tranches.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The Company has accounted for the drilling partnership as a conveyance under ASC 932 and such conveyances are recorded in the unaudited condensed consolidated financial statements as QL obtains its proportionate working interest in each well. No gain or loss was recognized for the interests conveyed during the three and nine months ended September 30, 2021.
(4) Revenue
(a)
Disaggregation of Revenue
The table set forth below presents revenue disaggregated by type and the reportable segment to which it relates (in thousands). See Note 16—Reportable Segments for more information on reportable segments.
Three Months Ended September 30,
Nine Months Ended September 30,
2020
2021
2020
2021
Reportable Segment
Revenues from contracts with customers:
Natural gas sales
$
436,304
884,669
1,214,801
2,231,558
Exploration and production
Natural gas liquids sales (ethane)
32,444
57,919
85,884
137,446
Exploration and production
Natural gas liquids sales (C3+ NGLs)
294,982
540,408
711,412
1,365,581
Exploration and production
Oil sales
34,265
56,734
78,233
153,326
Exploration and production
Marketing
91,497
232,685
201,855
562,928
Marketing
Total revenue from contracts with customers
889,492
1,772,415
2,292,185
4,450,839
Loss from derivatives, deferred revenue and other sources, net
( 508,901 )
( 1,237,993 )
( 109,578 )
( 2,222,851 )
Total revenue
$
380,591
534,422
2,182,607
2,227,988
(b)
Transaction Price Allocated to Remaining Performance Obligations
For the Company’s product sales that have a contract term greater than one year, the Company utilized the practical expedient in ASC 606, Revenue from Contracts with Customers (“ASC 606”), which does not require the disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under the Company’s product sales contracts, each unit of product delivered to the customer represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. For the Company’s product sales that have a contract term of one year or less, the Company utilized the practical expedient in ASC 606, which does not require the disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.
(c) Contract Balances
Under the Company’s sales contracts, the Company invoices customers after its performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. As of December 31, 2020 and September 30, 2021, the Company’s receivables from contracts with customers were $ 425 million and $ 653 million, respectively.
(5) Equity Method Investment
(a)
Summary of Equity Method Investment
As of September 30, 2021, Antero owned approximately 29.1 % of Antero Midstream Corporation’s common stock, which is reflected in Antero’s unaudited condensed consolidated financial statements using the equity method of accounting.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The following table sets forth a reconciliation of Antero’s investment in unconsolidated affiliate for the nine months ended September 30, 2021 (in thousands):
Balance as of December 31, 2020 (1)
$
255,082
Equity in earnings of unconsolidated affiliate
57,621
Dividends from unconsolidated affiliate
( 105,325 )
Elimination of intercompany profit
29,219
Balance as of September 30, 2021 (1)
$
236,597
(1) The Company’s investment in Antero Midstream Corporation as of December 31, 2020 and September 30, 2021 was $ 1.1 billion and $ 1.4 billion, respectively, based on the quoted market share price of Antero Midstream Corporation.
(b)
Summarized Financial Information of Antero Midstream Corporation
The tables set forth below present summarized financial information of Antero Midstream Corporation (in thousands).
Balance Sheet
December 31,
September 30,
2020
2021
Current assets
$
93,931
87,490
Noncurrent assets
5,516,981
5,446,143
Total assets
$
5,610,912
5,533,633
Current liabilities
$
94,005
118,690
Noncurrent liabilities
3,098,621
3,102,350
Stockholders' equity
2,418,286
2,312,593
Total liabilities and stockholders' equity
$
5,610,912
5,533,633
Statement of Operations
Nine Months Ended September 30,
2020
2021
Revenues
$
696,859
681,712
Operating expenses
929,480
254,905
Income (loss) from operations
( 232,621 )
426,807
Net income (loss)
$
( 198,985 )
252,991
(6) Accrued Liabilities
Accrued liabilities as of December 31, 2020 and September 30, 2021 consisted of the following items (in thousands):
December 31,
September 30,
2020
2021
Capital expenditures
$
32,372
52,958
Gathering, compression, processing, and transportation expenses
152,724
158,443
Marketing expenses
68,193
115,317
Interest expense, net
25,645
34,693
Accrued production and ad valorem taxes
37,371
30,488
Derivative settlements payable
3,425
72,354
Other
23,794
36,879
Total accrued liabilities
$
343,524
501,132
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(7) Long-Term Debt
Long-term debt as of December 31, 2020 and September 30, 2021 consisted of the following items (in thousands):
December 31,
September 30,
2020
2021
Credit Facility (a)
$
1,017,000
97,500
5.125 % senior notes due 2022 (b)
660,516
—
5.625 % senior notes due 2023 (c)
574,182
—
5.00 % senior notes due 2025 (d)
590,000
590,000
8.375 % senior notes due 2026 (e)
—
325,000
7.625 % senior notes due 2029 (f)
—
700,000
5.375 % senior notes due 2030 (g)
—
600,000
4.25 % convertible senior notes due 2026 (h)
287,500
81,570
Total principal
3,129,198
2,394,070
Unamortized premium (discount), net
( 111,886 )
( 28,780 )
Unamortized debt issuance costs
( 15,719 )
( 24,257 )
Long-term debt
$
3,001,593
2,341,033
(a) Senior Secured Revolving Credit Facility
Antero Resources has a senior secured revolving credit facility with a consortium of bank lenders. On October 26, 2021, Antero Resources entered into an amended and restated senior secured revolving credit facility. References in the notes to the condensed consolidated financial statements to the (i) “Prior Credit Facility” refers to the senior secured revolving credit facility in effect for periods before October 26, 2021, (ii) “New Credit Facility” refers to the senior secured revolving credit facility in effect on or after October 26, 2021 and (iii) “Credit Facility” refers to Prior Credit Facility and New Credit Facility, collectively. Borrowings under the Credit Facility are subject to borrowing base limitations based on the collateral value of Antero Resources’ assets and are subject to regular semi-annual redeterminations. As of September 30, 2021, the borrowing base under the Prior Credit Facility was $ 2.85 billion and lender commitments were $ 2.64 billion. As of October 26, 2021, the New Credit Facility had a borrowing base of $ 3.5 billion and lender commitments were $ 1.5 billion. The next redetermination of the borrowing base is scheduled to occur in April 2022. The maturity date of the Credit Facility is the earlier of (i) October 26, 2026 and (ii) the date that is 180 days prior to the earliest stated redemption date of any series of the Company’s senior notes.
The Credit Facility contains requirements with respect to leverage and current ratios, and certain covenants, including restrictions on our ability to incur debt and limitations on our ability to pay dividends unless certain customary conditions are met, in each case, subject to customary carve-outs and exceptions. Antero Resources was in compliance with all of the financial covenants under the Prior Credit Facility as of December 31, 2020 and September 30, 2021.
The Prior Credit Facility provides for borrowing under either an Alternate Base Rate or as a Eurodollar Loan (as each term is defined in the Prior Credit Facility), and the New Credit Facility provides for borrowing under either an Adjusted Term Secured Overnight Financing Rate (“SOFR”), an Adjusted Daily Simple SOFR or an Alternate Base Rate (each as defined in the New Credit Facility). The Credit Facility provides for interest only payments until maturity at which time all outstanding borrowings are due. Interest is payable at a variable rate based on (i) LIBOR or the prime rate, determined by Antero Resources’ election at the time of borrowing, plus an applicable margin rate under the Prior Credit Facility and (ii) SOFR or prime rate, determined by Antero Resources’ election at the time of borrowing, plus an applicable margin rate under the New Credit Facility. Interest at the time of borrowing is determined with reference to the Antero Resources’ then-current leverage ratio subject to certain exceptions. Commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from (i) 0.300 % to 0.375 % with respect to the Prior Credit Facility, determined with reference to borrowing base utilization and (ii) 0.375 % to 0.500 % with respect to the New Credit Facility, determined with reference to borrowing base utilization, both rates subject to certain exceptions based on the leverage ratio then in effect. The New Credit Facility includes fall away covenants, lower interest rates and reduced collateral requirements that Antero Resources may elect if Antero Resources is assigned an Investment Grade Rating (as defined in the New Credit Facility).
As of September 30, 2021, Antero Resources had an outstanding balance under the Credit Facility of $ 98 million, with a weighted average interest rate of 3.40 %, and had outstanding letters of credit of $ 742 million. As of December 31, 2020, Antero
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Resources had an outstanding balance under the Credit Facility of $ 1.0 billion, with a weighted average interest rate of 3.26 %, and outstanding letters of credit of $ 730 million.
(b) 5.125 % Senior Notes Due 2022
On May 6, 2014, Antero Resources issued $ 600 million of 5.125 % senior notes due December 1, 2022 (the “2022 Notes”) at par . On September 18, 2014, Antero Resources issued an additional $ 500 million of the 2022 Notes at 100.5 % of par. The Company repurchased or otherwise redeemed all of the 2022 Notes between 2019 and the first quarter of 2021. The 2022 Notes were unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2022 Notes ranked pari passu to Antero Resources’ other outstanding senior notes. The 2022 Notes were guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries. Interest on the 2022 Notes was payable on June 1 and December 1 of each year. See “—Debt Repurchase Program” below for further details on 2022 Notes repurchases.
(c) 5.625 % Senior Notes Due 2023
On March 17, 2015, Antero Resources issued $ 750 million of 5.625 % senior notes due June 1, 2023 (the “2023 Notes”) at par . The Company repurchased or otherwise fully redeemed all of the 2023 Notes between 2020 and the second quarter of 2021. The 2023 Notes were unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2023 Notes ranked pari passu to Antero Resources’ other outstanding senior notes. The 2023 Notes were guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries. Interest on the 2023 Notes was payable on June 1 and December 1 of each year. See “—Debt Repurchase Program” below for further details on 2023 Notes repurchases and redemption.
(d) 5.00 % Senior Notes Due 2025
On December 21, 2016, Antero Resources issued $ 600 million of 5.00 % senior notes due March 1, 2025 (the “2025 Notes”) at par . The Company repurchased $ 10 million of the 2025 Notes from time to time during 2020, and as of September 30, 2021, $ 590 million principal amount of the 2025 Notes remained outstanding. The 2025 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2025 Notes rank pari passu to Antero Resources’ other outstanding senior notes. The 2025 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries. Interest on the 2025 Notes is payable on March 1 and September 1 of each year. Antero Resources may redeem all or part of the 2025 Notes at any time at redemption prices ranging from 102.5 % currently to 100.00 % on or after March 1, 2023. If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2025 Notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101 % of the principal amount of the 2025 Notes, plus accrued and unpaid interest.
(e) 8.375 % Senior Notes Due 2026
On January 4, 2021, Antero Resources issued $ 500 million of 8.375 % senior notes due July 15, 2026 (the “2026 Notes”) at par . The Company redeemed $ 175 million of the 2026 Notes on July 1, 2021, and as of September 30, 2021, $ 325 million principal amount of the 2026 Notes remained outstanding. See “—Debt Repurchase Program” below for further details on the 2026 Notes redemption. The 2026 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2026 Notes rank pari passu to Antero Resources’ other outstanding senior notes. The 2026 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries. Interest on the 2026 Notes is payable on January 15 and July 15 of each year. Antero Resources may redeem all or part of the 2026 Notes at any time on or after January 15, 2024 at redemption prices ranging from 104.188 % on or after January 15, 2024 to 100.00 % on or after January 15, 2026. At any time prior to January 15, 2024, Antero Resources may also redeem the 2026 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2026 Notes plus a “make-whole” premium and accrued and unpaid interest. If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2026 Notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101 % of the principal amount of the 2026 Notes, plus accrued and unpaid interest.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(f) 7.625 % Senior Notes Due 2029
On January 26, 2021, Antero Resources issued $ 700 million of 7.625 % senior notes due February 1, 2029 (the “2029 Notes”) at par . The 2029 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2029 Notes rank pari passu to Antero Resources’ other outstanding senior notes. The 2029 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries. Interest on the 2029 Notes is payable on February 1 and August 1 of each year. Antero Resources may redeem all or part of the 2029 Notes at any time on or after February 1, 2024 at redemption prices ranging from 103.813 % on or after February 1, 2024 to 100.00 % on or after February 1, 2027. In addition, on or before February 1, 2024, Antero Resources may redeem up to 35 % of the aggregate principal amount of the 2029 Notes, but in an amount not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 107.625 % of the principal amount of the 2029 Notes, plus accrued and unpaid interest, which option the Company partially exercised on October 18, 2021 with its notice to redeem $ 116 million aggregate principal amount of outstanding 2029 Notes. See “—Subsequent Event” below for further details on the 2029 Notes redemption. At any time prior to February 1, 2024, Antero Resources may also redeem the 2029 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2029 Notes plus a “make-whole” premium and accrued and unpaid interest. If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2029 Notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101 % of the principal amount of the 2029 Notes, plus accrued and unpaid interest.
(g) 5.375 % Senior Notes Due 2030
On June 1, 2021, Antero Resources issued $ 600 million of 5.375 % senior notes due March 1, 2030 (the “2030 Notes”) at par . The 2030 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2030 Notes rank pari passu to Antero Resources’ other outstanding senior notes. The 2030 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries. Interest on the 2030 Notes is payable on March 1 and September 1 of each year. Antero Resources may redeem all or part of the 2030 Notes at any time on or after March 1, 2025 at redemption prices ranging from 102.688 % on or after March 1, 2025 to 100.00 % on or after March 1, 2028. In addition, on or before March 1, 2025, Antero Resources may redeem up to 35 % of the aggregate principal amount of the 2030 Notes, but in an amount not greater than the net cash proceeds of certain equity offerings, if certain conditions are met, at a redemption price of 105.375 % of the principal amount of the 2030 Notes, plus accrued and unpaid interest. At any time prior to March 1, 2025, Antero Resources may also redeem the 2030 Notes, in whole or in part, at a price equal to 100 % of the principal amount of the 2030 Notes plus a “make-whole” premium and accrued and unpaid interest. If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2030 Notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101 % of the principal amount of the 2030 Notes, plus accrued and unpaid interest.
(h) 4.25 % Convertible Senior Notes Due 2026
On August 21, 2020, Antero Resources issued $ 250 million in aggregate principal amount of 4.25 % convertible senior notes due 2026 (the “ 2026 Convertible Notes”). On September 2, 2020, Antero Resources issued an additional $ 37.5 million of the 2026 Convertible Notes. During the nine months ended September 30, 2021, the Company completed the equitization transactions described below under “—Partial Equitizations of 2026 Convertible Notes,” that extinguished $ 206 million principal amount of the 2026 Convertible Notes, and as of September 30, 2021, $ 82 million principal amount of the 2026 Convertible Notes remained outstanding. The 2026 Convertible Notes were issued pursuant to an indenture and are senior, unsecured obligations of Antero Resources. The 2026 Convertible Notes bear interest at a fixed rate of 4.25 % per annum, payable semi-annually in arrears on March 1 and September 1 of each year, commencing on March 1, 2021. Proceeds from the issuance of the 2026 Convertible Notes totaled $ 278.5 million, net of initial purchasers’ fees and issuance cost of $ 9 million. Each capitalized term used in this subsection but not otherwise defined in this Quarterly Report on Form 10-Q has the meaning as set forth in the indenture governing the 2026 Convertible Notes.
The initial conversion rate is 230.2026 shares of Antero Resources’ common stock per $1,000 principal amount of 2026 Convertible Notes, subject to adjustment upon the occurrence of specified events. As of September 30, 2021, the if-converted value of the 2026 Convertible Notes was $ 353 million, which exceeded the principal amount of the 2026 Convertible Notes by $ 272 million. The 2026 Convertible Notes will mature on September 1, 2026, unless earlier repurchased, redeemed or converted. Before May 1, 2026, note holders will have the right to convert their 2026 Convertible Notes only upon the occurrence of the following events:
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
● during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2020, if the Last Reported Sale Price per share of Antero Resources’ common stock exceeds 130 % of the Conversion Price for each of at least 20 Trading Days (whether or not consecutive) during the 30 consecutive Trading Days ending on, and including, the last Trading Day of the immediately preceding calendar quarter (the “Stock Price Condition”);
● during the five consecutive Business Days immediately after any 10 consecutive trading day period (such 10 consecutive Trading Day period, the “Measurement Period”) if the trading Price per $1,000 principal amount of 2026 Convertible Notes, as determined following a request by a noteholder in accordance with the procedures set forth below, for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day;
● if Antero Resources calls any or all of the 2026 Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or
● upon the occurrence of certain specified corporate events as set forth in the indenture governing the 2026 Convertible Notes.
From and after May 1, 2026, noteholders may convert their 2026 Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.
Upon conversion, Antero Resources may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of Antero Resources’ common stock or a combination of cash and shares of Antero Resources’ common stock, at Antero Resources’ election, in the manner and subject to the terms and conditions provided in the indenture governing the 2026 Convertible Notes. The 2026 Convertible Notes have met the Stock Price Condition allowing holders of the 2026 Convertible Notes to exercise their conversion right as of September 30, 2021.
The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the indenture governing the 2026 Convertible Notes. In addition, following certain corporate events, as described in the indenture governing the 2026 Convertible Notes, that occur prior to the maturity date, Antero Resources will increase the conversion rate for a holder who elects to convert its 2026 Convertible Notes in connection with such a corporate event.
If certain corporate events that constitute a Fundamental Change occur, then noteholders may require Antero Resources to repurchase their 2026 Convertible Notes at a cash repurchase price equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving Antero Resources and certain de-listing events with respect to Antero Resources’ common stock.
Upon issuance, the Company separately accounted for the liability and equity components of the 2026 Convertible Notes. The liability component was recorded at the estimated fair value of a similar debt instrument without the conversion feature. The difference between the principal amount of the 2026 Convertible Notes and the estimated fair value of the liability component was recorded as a debt discount and will be amortized to interest expense, together with debt issuance costs, over the term of the 2026 Convertible Notes using the effective interest method, with an effective interest rate of 15.1 % per annum. As of the issuance date, the fair value of the 2026 Convertible Notes was estimated at $ 172 million, resulting in a debt discount at inception of $ 116 million. The equity component, representing the value of the conversion option, was computed by deducting the fair value of the liability component from the initial proceeds of the 2026 Convertible Notes issuance. This equity component was recorded, net of deferred taxes and issuance costs, in additional paid-in capital within the condensed consolidated balance sheet and statement of stockholders’ equity and will not be remeasured as long as it continues to meet the conditions for equity classification.
Transaction costs related to the 2026 Convertible Notes issuance were allocated to the liability and equity components based on their relative fair values. Issuance costs attributable to the liability component were recorded within debt issuance costs on the condensed consolidated balance sheet and are amortized over the term of the 2026 Convertible Notes using the effective interest method. Issuance costs attributable to the equity component were recorded as a charge to additional paid-in capital within the condensed consolidated balance sheet and statement of stockholders’ equity.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Partial Equitizations of 2026 Convertible Notes
On January 12, 2021, the Company completed a registered direct offering (the “January Share Offering”) of an aggregate of 31.4 million shares of its common stock at a price of $ 6.35 per share to certain holders of the 2026 Convertible Notes. The Company used the proceeds from the January Share Offering and approximately $ 63 million of borrowings under the Credit Facility to repurchase from such holders $ 150 million aggregate principal amount of the 2026 Convertible Notes in privately negotiated transactions (the “January Convertible Note Repurchase,” and, collectively with the January Share Offering, the “January Equitization Transactions”). The 2026 Convertible Notes have an initial conversion rate of 230.2026 shares of the Company’s common stock per $1,000 principal amount, and the January Equitization Transactions had the effect of increasing this conversion rate to 275.3525 shares of common stock per $1,000 principal amount. The Company accounted for this transaction as an inducement of the 2026 Convertible Notes, and as a result, the Company recorded a $ 39 million loss on convertible note equitization in the unaudited condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2021 for the consideration paid in excess of the original terms of the 2026 Convertible Notes. Additionally, the January Equitization Transactions resulted in a loss on early extinguishment of debt of $ 41 million in the unaudited condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2021.
On May 13, 2021, the Company completed a registered direct offering (the “May Share Offering”) of an aggregate of 11.6 million shares of its common stock at a price of $ 11.01 per share to certain holders of the 2026 Convertible Notes. The Company used the proceeds from the May Share Offering and approximately $ 26 million of borrowings under the Credit Facility to repurchase from such holders $ 56 million aggregate principal amount of the 2026 Convertible Notes in privately negotiated transactions (the “May Convertible Note Repurchase,” and, collectively with the May Share Offering, the “May Equitization Transactions”). The 2026 Convertible Notes have an initial conversion rate of 230.2026 shares of the Company’s common stock per $1,000 principal amount, and the May Equitization Transactions had the effect of increasing this conversion rate to 245.2802 shares of common stock per $1,000 principal amount. The Company accounted for this transaction as an inducement of the 2026 Convertible Notes, and as a result, the Company recorded a $ 12 million loss on convertible note equitization in the unaudited condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2021 for the consideration paid in excess of the original terms of the 2026 Convertible Notes. Additionally, the May Equitization Transactions resulted in a loss on early extinguishment of debt of $ 21 million in the unaudited condensed consolidated statement of operations and comprehensive loss for the nine months ended September 30, 2021.
The 2026 Convertible Notes consist of the following (in thousands):
December 31,
September 30,
2020
2021
Liability component:
Principal
$
287,500
81,570
Less: unamortized note discount
( 112,265 )
( 28,780 )
Less: unamortized debt issuance costs
( 5,852 )
( 1,665 )
Net carrying value
$
169,383
51,125
Equity component (1)
$
115,601
32,799
(1) As of December 31, 2020, the equity component attributable to the outstanding 2026 Convertible Notes was recorded in additional paid-in capital, net of $ 3 million of issuance costs and $ 28 million of deferred taxes. As of September 30, 2021 , the equity component attributable to the outstanding 2026 Convertible Notes was recorded in additional paid-in capital net of $ 1 million of issuance costs and $ 8 million of deferred taxes.
Interest expense recognized on the 2026 Convertible Notes related to the stated interest rate, amortization of the debt discount and debt issuance costs totaled $ 2.3 million and $ 1.5 million for the three months ended September 30, 2020 and 2021, respectively, and $ 2.3 million and $ 8.7 million for the nine months ended September 30, 2020 and 2021, respectively.
(i) Debt Repurchase Program
During the three and nine months ended September 30, 2020, Antero Resources repurchased $ 461 million and $ 1.1 billion, respectively, principal amount of debt at a weighted average discount of 13 % and 17 %, respectively . The Company recognized a gain of $ 56 million and $ 175 million for the three and nine months ended September 30, 2020 on the early extinguishment of the debt repurchased.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
During the first quarter of 2021, the Company redeemed the remaining $ 661 million of the 2022 Notes at par, plus accrued and unpaid interest, and as a result, the 2022 Notes were fully retired as of February 10, 2021. The Company redeemed the remaining $ 574 million of the 2023 Notes at par, plus accrued and unpaid interest, during the second quarter of 2021. The 2023 Notes were fully retired as of June 1, 2021. During the third quarter of 2021, the Company redeemed $ 175 million of the principal amount of its 2026 Notes at a redemption price of 108.375 % of the principal amount thereof, plus accrued and unpaid interest, and recognized a loss on early debt extinguishment of $ 17 million during the three months ended September 30, 2021.
(j) Subsequent Event
On October 18, 2021, Antero Resources issued a notice of partial redemption with respect to the 2029 Notes. On November 2, 2021, the Company will redeemd $ 116 million of the aggregate principal amount of its 2029 Notes at a redemption price of 107.625 % of the principal amount thereof, plus accrued and unpaid interest. Immediately following the redemption, there will be $ 584 million aggregate principal amount of 2029 Notes outstanding. The $ 9 million premium to the principal amount redeemed along with the write-off of a proportional amount of unamortized debt issuance costs will be included in the Company’s loss on early debt extinguishment during the fourth quarter of 2021.
(8) Asset Retirement Obligations
The following table sets forth a reconciliation of the Company’s asset retirement obligations for the nine months ended September 30, 2021 (in thousands):
Asset retirement obligations—December 31, 2020
$
54,452
Obligations incurred
2,359
Accretion expense
2,947
Settlement of obligations
( 50 )
Revisions to prior estimates
( 549 )
Asset retirement obligations—September 30, 2021
$
59,159
Asset retirement obligations are included in other liabilities on the Company’s condensed consolidated balance sheets.
(9) Equity-Based Compensation and Cash Awards
On June 17, 2020, Antero Resources’ stockholders approved the Antero Resources Corporation 2020 Long-Term Incentive Plan (the “2020 Plan”), which replaced the Antero Resources Corporation Long-Term Incentive Plan (the “2013 Plan”), and the 2020 Plan became effective as of such date. The 2020 Plan provides for grants of stock options (including incentive stock options), stock appreciation rights, restricted stock awards, RSU awards, vested stock awards, dividend equivalent awards, and other stock-based and cash awards. The terms and conditions of the awards granted are established by the Compensation Committee of Antero Resources’ Board of Directors. Employees, officers, non-employee directors and other service providers of the Company and its affiliates are eligible to receive awards under the 2020 Plan. No further awards will be granted under the 2013 Plan on or after June 17, 2020.
The 2020 Plan provides for the reservation of 10,050,000 shares of the Company’s common stock, plus the number of certain shares that become available again for delivery from the 2013 Plan in accordance with the share recycling provisions described below. The share recycling provisions allow for all or any portion of an award (including an award granted under the 2013 Plan that was outstanding as of June 17, 2020) that expires or is cancelled, forfeited, exchanged, settled for cash, or otherwise terminated without actual delivery of the shares to be considered not delivered and thus available for new awards under the 2020 Plan. Further, any shares withheld or surrendered in payment of any taxes relating to awards that were outstanding under either the 2013 Plan as of June 17, 2020 or are granted under the 2020 Plan (other than stock options and stock appreciation rights) will again be available for new awards under the 2020 Plan.
A total of 7,888,490 shares were available for future grant under the 2020 Plan as of September 30, 2021.
Antero Midstream Partners LP’s (“Antero Midstream Partners”) general partner was authorized to grant up to 10,000,000 common units representing limited partner interests in Antero Midstream Partners under the Antero Midstream Partners LP Long-Term Incentive Plan (the “AMP Plan”) to non-employee directors of its general partner and certain officers, employees, and consultants of Antero Midstream Partners and its affiliates (which include Antero Resources). Antero Resources deconsolidated Antero Midstream Partners on March 12, 2019, and on such date each outstanding phantom unit award under the AMP Plan, was
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
assumed by Antero Midstream Corporation and converted into 1.8926 RSUs (all such RSUs, the “Converted AM RSU Awards”) under the Antero Midstream Corporation Long Term Incentive Plan (the “AMC Plan”). Each RSU award under the AMC Plan represents a right to receive one share of Antero Midstream Corporation common stock.
The Company’s equity-based compensation expense, by type of award, was as follows for the three and nine months ended September 30, 2020 and 2021 (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2020
2021
2020
2021
RSU awards
$
3,063
3,327
$
9,021
9,957
PSU awards
1,827
1,452
5,380
3,211
Converted AM RSU Awards (1)
459
186
1,881
988
Equity awards issued to directors
350
333
719
1,033
Total expense
$
5,699
5,298
$
17,001
15,189
(1) Antero Resources recognized compensation expense for equity awards granted under both the 2013 Plan and the AMP Plan because the awards under the AMP Plan are accounted for as if they are distributed by Antero Midstream Partners to Antero Resources. Antero Resources allocates a portion of equity-based compensation expense related to grants prior to the deconsolidation of Antero Midstream Partners on March 12, 2019 to Antero Midstream Partners based on its proportionate share of Antero Resources’ labor costs.
(a)
Restricted Stock Unit Awards
A summary of RSU award activity for the nine months ended September 30, 2021 is as follows:
Weighted
Average
Number of
Grant Date
Shares
Fair Value
Total awarded and unvested—December 31, 2020
8,432,397
$
4.06
Granted
1,431,993
9.52
Vested
( 3,546,654 )
4.36
Forfeited
( 293,338 )
5.18
Total awarded and unvested—September 30, 2021
6,024,398
$
5.12
As of September 30, 2021, there was approximately $ 24 million of unamortized equity-based compensation expense related to unvested RSUs. That expense is expected to be recognized over a weighted average period of approximately 2.6 years.
(b)
Performance Share Unit Awards
PSU Awards Based on Absolute Total Shareholder Return (“TSR”)
In April 2021, the Company granted PSU awards to certain of its executive officers that vest based on Antero Resources’ absolute TSR determined as of the last day of each of three one-year performance periods ending on April 15, 2022, April 15, 2023, and April 15, 2024, and one cumulative three-year performance period ending on April 15, 2024, in each case, subject to the executive officer’s continued employment through April 15, 2024. The number of shares of common stock that may ultimately be earned following the end of the cumulative three-year performance period with respect to the TSR PSUs ranges from zero to 200 % of the target number of TSR PSUs originally granted. Expense related to these PSUs is recognized on a graded-vested basis over the term of each performance period. Forfeitures are accounted for as they occur by reversing the expense previously recognized for awards that were forfeited during the period.
PSU Awards Based on Leverage Ratio
In April 2021, the Company granted PSUs to certain of its executive officers that vest based on the Company’s total debt less cash and cash equivalents divided by the Company’s Adjusted EBITDAX (as defined and described in Item 2 below under “Non-GAAP Financial Measures”) determined as of the last day of each of three one-year performance periods ending on December 31,
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
2021, December 31, 2022, and December 31, 2023, in each case, subject to the executive officer’s continued employment through December 31, 2023 (“Leverage Ratio PSUs”). The number of shares of common stock that may ultimately be earned with respect to the Leverage Ratio PSUs ranges from zero to 200 % of the target number of Leverage Ratio PSUs originally granted. Expense related to the Leverage Ratio PSUs is recognized based on the number of shares of common stock that are expected to be issued at the end of each measurement period, and such expense is reversed if the likelihood of achieving the performance condition becomes improbable. As of September 30, 2021, the likelihood of achieving the performance conditions related to the Leverage Ratio PSUs was probable.
A summary of PSU award activity for the nine months ended September 30, 2021 is as follows:
Weighted
Number of
Average Grant
Units
Date Fair Value
Total awarded and unvested—December 31, 2020
2,547,798
$
12.66
Granted
479,120
9.71
Forfeited
( 67,000 )
2.97
Cancelled (unearned)
( 1,112,639 )
19.19
Total awarded and unvested—September 30, 2021
1,847,279
$
8.31
The following table presents information regarding the weighted average fair values for market-based PSUs granted during the nine months ended September 30, 2021, and the assumptions used to determine the fair values:
Dividend yield
—
%
Volatility
85
%
Risk-free interest rate
0.32
%
Weighted average fair value of awards granted—Absolute TSR
$
11.99
As of September 30, 2021, there was approximately $ 8 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 2.0 years.
(c)
Stock Options
A summary of stock option activity for the nine months ended September 30, 2021 is as follows:
Weighted
Weighted
Average
Average
Remaining
Intrinsic
Stock
Exercise
Contractual
Value
Options
Price
Life
(in thousands)
Outstanding—December 31, 2020
432,461
$
50.64
4.1
$
—
Granted
—
—
Exercised
—
—
Forfeited
—
—
Expired
( 76,167 )
50.00
Outstanding—September 30, 2021
356,294
$
50.78
3.2
$
—
Vested—September 30, 2021
356,294
$
50.78
3.2
$
—
Exercisable—September 30, 2021
356,294
$
50.78
3.2
$
—
Intrinsic values are based on the exercise price of the options and the closing price of Antero Resources’ common stock on the referenced dates.
As of September 30, 2021, all stock options were fully vested resulting in no unamortized equity-based compensation expense.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(d)
Converted AM RSU Awards
A summary of the Converted AM RSU Awards for the nine months ended September 30, 2021 is as follows:
Weighted
Average
Number of
Grant Date
Units
Fair Value
Total awarded and unvested—December 31, 2020
296,390
$
15.06
Granted
—
—
Vested
( 209,964 )
15.73
Forfeited
( 3,444 )
13.25
Total awarded and unvested—September 30, 2021
82,982
$
13.46
As of September 30, 2021, there was less than $ 1.0 million of unamortized equity-based compensation expense related to unvested Converted AM RSU Awards. Such expense is expected to be recognized over a weighted average period of 0.6 years, and the Company’s proportionate share will be allocated to it as it is recognized.
(e)
Cash Awards
In January 2020, the Company granted cash awards of approximately $ 3.3 million to certain executives under the 2013 Plan, and compensation expense for these awards is recognized ratably over the vesting period for each of three tranches through January 20, 2023. In July 2020, the Company granted additional cash awards in the aggregate of $ 2.6 million to certain non-executive employees under the 2020 Plan that vest ratably over four years . As of December 31, 2020 and September 30, 2021, the Company has recorded approximately $ 3.2 million and $ 2.0 million, respectively, in Other liabilities in the condensed consolidated balance sheets related to unvested cash awards.
(10) Fair Value
The carrying values of accounts receivable and accounts payable as of December 31, 2020 and September 30, 2021 approximated market values because of their short-term nature. The carrying values of the amounts outstanding under the Prior Credit Facility as of December 31, 2020 and September 30, 2021 approximated fair value because the variable interest rates are reflective of current market conditions.
The fair value and carrying value of the senior notes and 2026 Convertible Notes as of December 31, 2020 and September 30, 2021 as follows (in thousands):
December 31, 2020
September 30, 2021
Fair
Carrying
Fair
Carrying
Value (1)
Value (2)
Value (1)
Value (2)
2022 Notes
$
658,468
658,400
—
—
2023 Notes
562,698
571,370
—
—
2025 Notes
560,500
585,440
601,800
586,191
2026 Notes
—
—
368,128
321,570
2029 Notes
—
—
782,600
691,575
2030 Notes
—
—
631,860
593,072
2026 Convertible Notes
430,963
169,383
356,689
51,125
Total
$
2,212,629
1,984,593
2,741,077
2,243,533
(1) Fair values are based on Level 2 market data inputs.
(2) Carrying values are presented net of unamortized debt issuance costs and debt discounts or premiums.
See Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for information regarding the fair value of derivative financial instruments.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(11) Derivative Instruments
The Company is exposed to certain risks relating to its ongoing business operations, and it uses derivative instruments to manage its commodity price risk. In addition, the Company periodically enters into contracts that contain embedded features that are required to be bifurcated and accounted for separately as derivatives.
(a) Commodity Derivative Positions
The Company periodically enters into natural gas, NGLs, and oil derivative contracts with counterparties to hedge the price risk associated with its production. These derivatives are not entered into for trading purposes. To the extent that changes occur in the market prices of natural gas, NGLs, and oil, the Company is exposed to market risk on these open contracts. This market risk exposure is generally offset by the change in market prices of natural gas, NGLs, and oil recognized upon the ultimate sale of the Company’s production.
The Company was party to various fixed price commodity swap contracts that settled during the three and nine months ended September 30, 2020 and 2021. The Company enters into these swap contracts when management believes that favorable future sales prices for the Company’s production can be secured. Under these swap agreements, when actual commodity prices upon settlement exceed the fixed price provided by the swap contracts, the Company pays the difference to the counterparty. When actual commodity prices upon settlement are less than the contractually provided fixed price, the Company receives the difference from the counterparty. In addition, the Company has entered into basis swap contracts in order to hedge the difference between the New York Mercantile Exchange (“NYMEX”) index price and a local index price.
The Company’s derivative contracts have not been designated as hedges for accounting purposes; therefore, all gains and losses are recognized in the Company’s statements of operations.
As of September 30, 2021, the Company’s fixed price natural gas, oil and NGL swap positions excluding Martica, the Company’s consolidated VIE, were as follows:
Weighted
Average
Commodity / Settlement Period
Index
Contracted Volume
Price
Natural Gas
October-December 2021
Henry Hub
2,160,000
MMBtu/day
$
2.78
/MMBtu
January-December 2022
Henry Hub
1,155,486
MMBtu/day
2.50
/MMBtu
January-December 2023
Henry Hub
43,000
MMBtu/day
2.37
/MMBtu
Butane
October-December 2021
Mont Belvieu Butane-OPIS Non-TET
2,600
Bbl/day
$
33.77
/Bbl
October-December 2021
Mont Belvieu Butane-OPIS TET
1,500
Bbl/day
$
32.24
/Bbl
Natural Gasoline
October-December 2021
Mont Belvieu Natural Gasoline-OPIS Non-TET
8,300
Bbl/day
$
49.70
/Bbl
Isobutane
October-December 2021
Mont Belvieu Isobutane-OPIS Non-TET
2,800
Bbl/day
$
35.75
/Bbl
Oil
October-December 2021
West Texas Intermediate
3,000
Bbl/day
$
55.16
/Bbl
In addition, the Company has a call option agreement, which entitles the holder the right, but not the obligation, to enter into a fixed price swap agreement on December 21, 2023 to purchase 427,500 MMBtu per day at a price of $ 2.77 per MMBtu for the year ending December 31, 2024.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
As of September 30, 2021, the Company’s natural gas basis swap positions, which settle on the pricing index to basis differential of the Columbia Gas Transmission pipeline (“TCO”) to the NYMEX Henry Hub natural gas price were as follows:
Weighted Average
Commodity / Settlement Period
Index to Basis Differential
Contracted Volume
Hedged Differential
Natural Gas
October-December 2021
NYMEX to TCO
40,000
MMBtu/day
$
0.414
/MMBtu
January-December 2022
NYMEX to TCO
60,000
MMBtu/day
0.515
/MMBtu
January-December 2023
NYMEX to TCO
50,000
MMBtu/day
0.525
/MMBtu
January-December 2024
NYMEX to TCO
50,000
MMBtu/day
0.530
/MMBtu
The Company also entered into NGL derivative contracts, which establish a contractual price for the settlement month as a fixed percentage of the West Texas Intermediate Crude Oil index (“WTI”) price for the settlement month. When the percentage of the contractual price is above the contracted percentage, the Company pays the difference to the counterparty. When it is below the contracted percentage, the Company receives the difference from the counterparty. As of September 30, 2021, the Company had natural gas and NGL contracts that fix the Mont Belvieu index price for natural gasoline to percentages of WTI as follows:
Weighted Average
Commodity / Settlement Period
Index to Basis Differential
Contracted Volume
Payout Ratio
Gas Liquids
October-December 2021
Mont Belvieu Natural Gasoline to WTI
9,325
Bbl/day
77
%
As of September 30, 2021, the Company’s fixed price natural gas, oil and NGL swap positions for Martica, the Company’s consolidated VIE, were as follows:
Weighted
Average
Commodity / Settlement Period
Index
Contracted Volume
Price
Natural Gas
October-December 2021
Henry Hub
46,384
MMBtu/day
$
2.77
/MMBtu
January-December 2022
Henry Hub
38,356
MMBtu/day
2.39
/MMBtu
January-December 2023
Henry Hub
35,616
MMBtu/day
2.35
/MMBtu
January-December 2024
Henry Hub
23,885
MMBtu/day
2.33
/MMBtu
January-March 2025
Henry Hub
18,021
MMBtu/day
2.53
/MMBtu
Ethane
October-December 2021
Mont Belvieu Purity Ethane-OPIS
990
Bbl/day
$
7.01
/Bbl
January-March 2022
Mont Belvieu Purity Ethane-OPIS
521
Bbl/day
6.68
/Bbl
Propane
October-December 2021
Mont Belvieu Propane-OPIS Non-TET
1,069
Bbl/day
$
19.88
/Bbl
January-December 2022
Mont Belvieu Propane-OPIS Non-TET
934
Bbl/day
19.20
/Bbl
Natural Gasoline
October-December 2021
Mont Belvieu Natural Gasoline-OPIS Non-TET
339
Bbl/day
$
35.24
/Bbl
January-December 2022
Mont Belvieu Natural Gasoline-OPIS Non-TET
282
Bbl/day
34.37
/Bbl
January-December 2023
Mont Belvieu Natural Gasoline-OPIS Non-TET
247
Bbl/day
40.74
/Bbl
Oil
October-December 2021
West Texas Intermediate
111
Bbl/day
$
43.48
/Bbl
January-December 2022
West Texas Intermediate
112
Bbl/day
44.25
/Bbl
January-December 2023
West Texas Intermediate
99
Bbl/day
45.03
/Bbl
January-December 2024
West Texas Intermediate
43
Bbl/day
44.02
/Bbl
January-March 2025
West Texas Intermediate
39
Bbl/day
45.06
/Bbl
26
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(b)
Embedded Derivatives
The VPP includes an embedded put option tied to NYMEX pricing for the production volumes associated with the Company’s retained interest in the VPP properties of 94,544,000 MMBtu remaining through December 31, 2026 at a weighted average strike price of $ 2.57 per MMBtu. The embedded put option is not clearly and closely related to the host contract, and therefore, the Company bifurcated this derivative instrument and reflected it at fair value in the unaudited condensed consolidated financial statements.
(c)
Summary
The table below presents a summary of the fair values of the Company’s derivative instruments and where such values are recorded in the condensed consolidated balance sheets as of December 31, 2020 and September 30, 2021 (in thousands). None of the Company’s derivative instruments are designated as hedges for accounting purposes.
Balance Sheet
December 31,
September 30,
Location
2020
2021
Asset derivatives not designated as hedges for accounting purposes:
Commodity derivatives—current
Derivative instruments
$
97,144
—
Embedded derivatives—current
Derivative instruments
7,986
627
Commodity derivatives—noncurrent
Derivative instruments
14,689
—
Embedded derivatives—noncurrent
Derivative instruments
32,604
14,834
Total asset derivatives
152,423
15,461
Liability derivatives not designated as hedges for accounting purposes:
Commodity derivatives—current (1)
Derivative instruments
31,242
1,436,292
Commodity derivatives—noncurrent (1)
Derivative instruments
99,172
331,570
Total liability derivatives
130,414
1,767,862
Net derivatives assets (liabilities)
$
22,009
( 1,752,401 )
(1) As of September 30, 2021, approximately $ 87 million of commodity derivative liabilities, including $ 53 million of current commodity derivatives and $ 34 million of noncurrent commodity derivatives, are attributable to the Company’s consolidated VIE, Martica. As of December 31, 2020, approximately $ 14 million of commodity derivative liabilities, including $ 7 million of current commodity derivatives and $ 7 million of noncurrent commodity derivatives, are attributable to the Company’s consolidated VIE, Martica.
The following table presents the gross values of recognized derivative assets and liabilities, the amounts offset under master netting arrangements with counterparties, and the resulting net amounts presented in the condensed consolidated balance sheets as of the dates presented, all at fair value (in thousands):
December 31, 2020
September 30, 2021
Net Amounts of
Net Amounts of
Gross
Gross Amounts
Assets
Gross
Gross Amounts
Assets
Amounts on
Offset on
(Liabilities) on
Amounts on
Offset on
(Liabilities) on
Balance Sheet
Balance Sheet
Balance Sheet
Balance Sheet
Balance Sheet
Balance Sheet
Commodity derivative assets
$
181,375
( 69,542 )
111,833
$
18,246
( 18,246 )
—
Embedded derivative assets
$
40,590
—
40,590
$
15,461
—
15,461
Commodity derivative liabilities
$
( 199,956 )
69,542
( 130,414 )
$
( 1,786,108 )
18,246
( 1,767,862 )
27
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The following is a summary of derivative fair value gains and losses and where such values are recorded in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2020 and 2021 (in thousands):
Statement of
Operations
Three Months Ended September 30,
Nine Months Ended September 30,
Location
2020
2021
2020
2021
Commodity derivative fair value losses (1)
Revenue
$
( 558,979 )
( 1,238,384 )
$
( 161,161 )
( 2,228,076 )
Embedded derivative fair value gains (losses) (1)
Revenue
$
44,228
( 12,082 )
$
44,228
( 31,986 )
(1) The fair value of derivative instruments was determined using Level 2 inputs .
(12) Leases
The Company leases certain office space, processing plants, drilling rigs and completion services, gas gathering lines, compressor stations, and other office and field equipment. Leases with an initial term of 12 months or less are considered short-term and are not recorded on the balance sheet. Instead, the short-term leases are recognized in expense on a straight-line basis over the lease term.
Most leases include one or more options to renew, with renewal terms that can extend the lease from one to 20 years or more. The exercise of the lease renewal options is at the Company’s sole discretion. The depreciable lives of the leased assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
Certain of the Company’s lease agreements include minimum payments based on a percentage of produced volumes over contractual levels and others include rental payments adjusted periodically for inflation.
The Company considers all contracts that have assets specified in the contract, either explicitly or implicitly, that the Company has substantially all of the capacity of the asset, and has the right to obtain substantially all of the economic benefits of that asset, without the lessor’s ability to have a substantive right to substitute that asset, as leased assets. For any contract deemed to include a leased asset, that asset is capitalized on the balance sheet as a right-of-use asset and a corresponding lease liability is recorded at the present value of the known future minimum payments of the contract using a discount rate on the date of commencement. The leased asset classification is determined at the date of recording as either operating or financing, depending upon certain criteria of the contract.
The discount rate used for present value calculations is the discount rate implicit in the contract. If an implicit rate is not determinable, a collateralized incremental borrowing rate is used at the date of commencement. As new leases commence or previous leases are modified the discount rate used in the present value calculation is the current period applicable discount rate.
The Company has made an accounting policy election to adopt the practical expedient for combining lease and non-lease components on an asset class basis. This expedient allows the Company to combine non-lease components such as real estate taxes, insurance, maintenance, and other operating expenses associated with the leased premises with the lease component of a lease agreement on an asset class basis when the non-lease components of the agreement cannot be easily bifurcated from the lease payment. Currently, the Company is only applying this expedient to certain office space agreements.
28
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(a) Supplemental Balance Sheet Information Related to Leases
The Company’s lease assets and liabilities as of December 31, 2020 and September 30, 2021 consisted of the following items (in thousands):
December 31,
September 30,
Leases
Balance Sheet Classification
2020
2021
Operating Leases
Operating lease right-of-use assets:
Processing plants
Operating lease right-of-use assets
$
1,302,290
1,786,321
Drilling rigs and completion services
Operating lease right-of-use assets
29,894
10,812
Gas gathering lines and compressor stations (1)
Operating lease right-of-use assets
1,241,090
1,136,859
Office space
Operating lease right-of-use assets
36,879
34,032
Vehicles
Operating lease right-of-use assets
2,704
1,023
Other office and field equipment
Operating lease right-of-use assets
746
595
Total operating lease right-of-use assets
$
2,613,603
2,969,642
Short-term operating lease obligation
Short-term lease liabilities
$
265,178
352,939
Long-term operating lease obligation
Long-term lease liabilities
2,348,425
2,616,703
Total operating lease obligation
$
2,613,603
2,969,642
Finance Leases
Finance lease right-of-use assets:
Vehicles
Other property and equipment
$
1,206
717
Total finance lease right-of-use assets (2)
$
1,206
717
Short-term finance lease obligation
Short-term lease liabilities
$
845
531
Long-term finance lease obligation
Long-term lease liabilities
361
186
Total finance lease obligation
$
1,206
717
(1) Gas gathering lines and compressor stations leases includes $ 1.1 billion and $ 1.0 billion related to Antero Midstream Corporation as of December 31, 2020 and September 30, 2021 . See “—Related party lease disclosure” for additional discussion.
(2) Financing lease assets are recorded net of accumulated amortization of $ 3 million and $ 2 million as of December 31, 2020 and September 30, 2021 , respectively. The processing plants, gathering lines and compressor stations that are classified as lease liabilities are classified as such under ASC 842, Leases , because Antero is the sole customer of the assets and because Antero makes the decisions that most impact the economic performance of the assets.
29
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(b) Supplemental Information Related to Leases
Costs associated with operating leases and finance leases were included in the unaudited condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2020 and 2021 (in thousands):
Three Months Ended
Nine Months Ended
September 30,
September 30,
Cost
Classification
Location
2020
2021
2020
2021
Operating lease cost
Statement of operations
Gathering, compression, processing, and transportation
$
350,853
386,033
$
1,112,502
1,147,985
Operating lease cost
Statement of operations
General and administrative
2,789
2,833
8,639
8,057
Operating lease cost
Statement of operations
Contract termination and rig stacking
5,841
3,369
6,387
4,213
Operating lease cost
Statement of operations
Lease operating
—
43
—
109
Operating lease cost
Balance sheet
Proved properties (1)
31,822
25,558
91,081
82,749
Total operating lease cost
$
391,305
417,836
$
1,218,609
1,243,113
Finance lease cost:
Amortization of right-of-use assets
Statement of operations
Depletion, depreciation, and amortization
$
168
132
$
727
391
Total finance lease cost
$
168
132
$
727
391
Short-term lease payments
$
15,871
21,030
$
108,029
62,328
(1) Capitalized costs related to drilling and completion activities.
(c) Supplemental Cash Flow Information Related to Leases
The following is the Company’s supplemental cash flow information related to leases for the nine months ended September 30, 2020 and 2021 (in thousands):
Nine Months Ended September 30,
2020
2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
1,147,489
1,042,684
Investing cash flows from operating leases
88,229
66,042
Financing cash flows from finance leases
1,004
692
Noncash activities:
Right-of-use assets obtained in exchange for new operating lease obligations
$
178,348
232,771
Increase (decrease) to existing right-of-use assets and lease obligations from operating lease modifications, net (1)
$
( 174,880 )
345,066
(1) During the nine months ended September 30, 2020, the weighted average discount rate for remeasured operating leases increased from 10.0 % as of December 31, 2019 to 14.4 % as of September 30, 2020. During the nine months ended September 30, 2021, the weighted average discount rate for remeasured operating leases decreased from 14.4 % as of December 31, 2020 to 5.5 % as of September 30, 2021.
30
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(d) Maturities of Lease Liabilities
The table below is a schedule of future minimum payments for operating and financing lease liabilities as of September 30, 2021 (in thousands):
Operating Leases
Financing Leases
Total
Remainder of 2021
$
158,056
174
158,230
2022
601,512
424
601,936
2023
595,852
76
595,928
2024
587,016
67
587,083
2025
514,963
22
514,985
2026
464,262
—
464,262
Thereafter
1,260,244
—
1,260,244
Total lease payments
4,181,905
763
4,182,668
Less: imputed interest
( 1,212,263 )
( 46 )
( 1,212,309 )
Total
$
2,969,642
717
2,970,359
(e) Lease Term and Discount Rate
The following table sets forth the Company’s weighted average remaining lease term and discount rate as of December 31, 2020 and September 30, 2021:
December 31, 2020
September 30, 2021
Operating Leases
Finance Leases
Operating Leases
Finance Leases
Weighted average remaining lease term
8.0 years
1.5 years
7.8 years
1.9 years
Weighted average discount rate
13.7
%
6.2
%
9.1
%
5.7
%
(f) Related Party Lease Disclosure
The Company has a gathering and compression agreement with Antero Midstream Corporation, whereby Antero Midstream Corporation receives a low-pressure gathering fee per Mcf, a high-pressure gathering fee per Mcf and a compression fee per Mcf, in each case subject to annual adjustments based on the consumer price index. If and to the extent the Company requests that Antero Midstream Corporation construct new high pressure lines and compressor stations, the gathering and compression agreement contains minimum volume commitments that require Antero Resources to utilize or pay for 75 % of the high pressure gathering capacity and 70 % of the compression capacity of the requested capacity of such new construction for 10 years . In December 2019, the Company and Antero Midstream Corporation agreed to extend the initial term of the gathering and compression agreement to 2038 and established a growth incentive fee program whereby low pressure gathering fees will be reduced from 2020 through 2023 to the extent the Company achieves certain volumetric targets at certain points during such time. Upon completion of the initial contract term, the gathering and compression agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by either the Company or Antero Midstream Corporation on or before the 180 th day prior to the anniversary of such effective date. The Company achieved the volumetric targets during each of the first, second and third quarters of 2020, and Antero Midstream Corporation provided a rebate of $ 12 million and $ 36 million for the three and nine months ended September 30, 2020, respectively. The Company did no t achieve the volumetric target during either the first, second or third quarters of 2021.
For the three and nine months ended September 30, 2020, gathering and compression fees paid by Antero related to this agreement were $ 181 million and $ 503 million, respectively. For the three and nine months ended September 30, 2021, gathering and compression fees paid by Antero related to this agreement were $ 178 million and $ 539 million, respectively. As of December 31, 2020 and September 30, 2021, $ 55 million and $ 62 million were included within Accounts payable, related parties, respectively, on the condensed consolidated balance sheets as due to Antero Midstream Corporation related to this agreement.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(13) Commitments
The following table sets forth a schedule of future minimum payments for firm transportation, drilling rig and completion services, processing, gathering and compression, and office and equipment agreements, which include leases that have remaining lease terms in excess of one year as of September 30, 2021 (in thousands).
Processing,
Firm
Gathering and
Land Payment
Operating and
Imputed Interest
Transportation
Compression
Obligations
Financing Leases
for Leases
(a)
(b)
(c)
(d)
(d)
Total
Remainder of 2021
$
264,307
13,597
1,905
91,149
67,081
438,039
2022
1,042,280
52,265
400
352,249
249,687
1,696,881
2023
1,072,523
59,140
—
377,308
218,620
1,727,591
2024
1,045,442
59,262
—
402,702
184,381
1,691,787
2025
1,024,783
47,960
—
366,353
148,632
1,587,728
2026
1,018,812
14,783
—
350,438
113,824
1,497,857
Thereafter
6,033,138
98,596
—
1,030,160
230,084
7,391,978
Total
$
11,501,285
345,603
2,305
2,970,359
1,212,309
16,031,861
(a) Firm Transportation
The Company has entered into firm transportation agreements with various pipelines in order to facilitate the delivery of its production to market. These contracts commit the Company to transport minimum daily natural gas or NGLs volumes at negotiated rates or pay for any deficiencies at specified reservation fee rates. The amounts in this table are based on the Company’s minimum daily volumes at the reservation fee rate. The values in the table represent the gross amounts that the Company is committed to pay; however, the Company will record in the unaudited condensed consolidated financial statements its proportionate share of costs based on its working interest.
(b) Processing, Gathering, and Compression Service Commitments
The Company has entered into various long- term gas processing, gathering and compression service agreements. Certain of these agreements were determined to be leases. The minimum payment obligations under the agreements that are not leases are presented in this column.
The values in the table represent the gross amounts that the Company is committed to pay; however, the Company will record in the unaudited condensed consolidated financial statements its proportionate share of costs based on its working interest.
(c) Land Payment Obligations
The Company has entered into various land acquisition agreements. Certain of these agreements contain minimum payment obligations over various terms. The values in the table represent the minimum payments due under these arrangements. None of these agreements were determined to be leases.
(d) Leases, including imputed interest
The Company has obligations under contracts for services provided by drilling rigs and completion fleets, processing, gathering, and compression services agreements, and office and equipment leases. The values in the table represent the gross amounts that Antero Resources is committed to pay; however, the Company will record in its financial statements its proportionate share of costs based on its working interests. Refer to Note 12—Leases to the unaudited condensed consolidated financial statements for more information on the Company’s operating and finance leases.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(14) Contingencies
Environmental
In June 2018, the Company received a Notice of Violation (“NOV”) from the U.S. Environmental Protection Agency (“EPA”) Region III for alleged violations of the federal Clean Air Act and the West Virginia State Implementation Plan. The NOV alleges that combustion devices at these facilities did not meet applicable air permitting requirements. Separately, in June 2018, the Company received an information request from the EPA Region III pursuant to Section 114(a) of the Clean Air Act relating to the facilities that were inspected in September 2017 as well as additional Antero Resources facilities for the purpose of determining if the additional facilities have the same alleged compliance issues that were identified during the September 2017 inspections. Subsequently, the West Virginia Department of Environmental Protection (“WVDEP”) and the EPA Region V (covering Ohio facilities) each conducted its own inspections, and the Company has separately received NOVs from WVDEP and the EPA Region V related to similar issues being investigated by the EPA Region III. The Company continues to negotiate with the EPA and WVDEP to resolve the issues alleged in the NOVs and the information request. The Company’s operations at these facilities are not suspended, and management does not expect these matters to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
WGL
The Company and Washington Gas Light Company and WGL Midstream, Inc. (collectively, “WGL”) were involved in multiple contractual disputes involving firm gas sales contracts executed June 20, 2014 (the “Contracts”) that the Company began delivering gas under in January 2016. In late 2015, WGL asserted that the natural gas index price specified in the Contracts was no longer appropriate and sought to invoke an alternative index clause in the Contracts. This dispute was referred to arbitration. In January 2017, the arbitration panel ruled in the Company’s favor and found that the natural gas index price specified in the Contracts should remain.
In March of 2017, WGL filed a lawsuit against the Company in Colorado district court claiming that the Company breached contractual obligations by failing to deliver “TCO pool” gas, ultimately seeking damages of more than $ 40 million. Subsequently, after WGL failed to take certain volumes of gas required under the Contracts, the Company filed a separate lawsuit against WGL to recover damages that WGL refused to pay. These two lawsuits were consolidated and tried in June 2019. On June 20, 2019, the Company was awarded a jury verdict of approximately $ 96 million in damages against WGL. In addition, the jury rejected WGL’s claim against the Company, finding that the Company did not breach the Contracts. On December 10, 2020, the Colorado Court of Appeals affirmed the judgment of the trial court in favor of the Company. In February 2021, the Company and its royalty owners received a gross payment of approximately $ 107 million from WGL, which was in full satisfaction and discharge of the June 2019 judgment entered in favor of the Company.
Other
The Company is party to various other legal proceedings and claims in the ordinary course of its business, including, but not limited to, royalty claims. The Company believes that certain of these matters will be covered by insurance and that the outcome of other matters will not have a material adverse effect on the Company’s unaudited condensed consolidated financial position, results of operations, or cash flows.
(15) Related Parties
Substantially all of Antero Midstream Corporation’s revenues were and are derived from transactions with Antero Resources. See Note 16—Reportable Segments to the unaudited condensed consolidated financial statements for the operating results of the Company’s reportable segments.
(16) Reportable Segments
Management evaluated how the Company is organized and managed and identified the following segments: (i) the exploration, development, and production of natural gas, NGLs, and oil; (ii) marketing and utilization of excess firm transportation capacity and (iii) midstream services through the Company’s equity method investment in Antero Midstream Corporation. All of the Company’s assets are located in the United States and substantially all of its production revenues are attributable to customers located
33
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
in the United States; however, some of the Company’s production revenues are attributable to customers who then transport the Company’s production to foreign countries for resale or consumption.
Operating segments are evaluated based on their contribution to consolidated results, which is primarily determined by the respective operating income (loss) of each segment. General and administrative expenses were allocated to the midstream segment based on the nature of the expenses and on a combination of the segments’ proportionate share of the Company’s consolidated property and equipment, capital expenditures, and labor costs, as applicable. General and administrative expenses related to the marketing segment are not allocated because they are immaterial. Other income, income taxes, and interest expense are primarily managed and evaluated on a consolidated basis. Intersegment sales were transacted at prices which approximate market. Accounting policies for each segment are the same as the Company’s accounting policies described in Note 2—Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements.
The operating results and assets of the Company’s reportable segments were as follows for the three months ended September 30, 2020 and 2021 (in thousands):
Three Months Ended September 30, 2020
Equity Method
Elimination of
Investment in
Intersegment
Exploration
Antero
Transactions and
and
Midstream
Unconsolidated
Consolidated
Production
Marketing
Corporation
Affiliates
Total
Sales and revenues:
Third-party
$
288,419
91,497
—
—
379,916
Intersegment
675
—
233,415
( 233,415 )
675
Total revenue
$
289,094
91,497
233,415
( 233,415 )
380,591
Operating expenses:
Lease operating
$
21,450
—
—
—
21,450
Gathering, compression, processing, and transportation
656,615
—
38,052
( 38,052 )
656,615
Impairment of oil and gas properties
29,392
—
—
—
29,392
Depletion, depreciation, and amortization
238,418
—
26,801
( 26,801 )
238,418
General and administrative
31,640
—
13,232
( 13,232 )
31,640
Other
28,605
128,580
3,513
( 3,513 )
157,185
Total operating expenses
1,006,120
128,580
81,598
( 81,598 )
1,134,700
Operating income (loss)
$
( 717,026 )
( 37,083 )
151,817
( 151,817 )
( 754,109 )
Equity in earnings of unconsolidated affiliates
$
24,419
—
23,173
( 23,173 )
24,419
Investments in unconsolidated affiliates
$
272,926
—
—
—
272,926
Segment assets
$
13,349,739
—
5,673,504
( 5,673,504 )
13,349,739
Capital expenditures for segment assets
$
151,269
—
41,851
( 41,851 )
151,269
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Three Months Ended September 30, 2021
Equity Method
Elimination of
Investment in
Intersegment
Exploration
Antero
Transactions and
and
Midstream
Unconsolidated
Consolidated
Production
Marketing
Corporation
Affiliates
Total
Sales and revenues:
Third-party
$
301,207
232,685
242,472
( 242,472 )
533,892
Intersegment
530
—
( 17,668 )
17,668
530
Total revenue
$
301,737
232,685
224,804
( 224,804 )
534,422
Operating expenses:
Lease operating
$
25,363
—
—
—
25,363
Gathering, compression, processing, and transportation
628,225
—
39,499
( 39,499 )
628,225
Impairment of oil and gas properties
26,253
—
—
—
26,253
Depletion, depreciation, and amortization
182,810
—
27,487
( 27,487 )
182,810
General and administrative
32,442
—
14,810
( 14,810 )
32,442
Other
56,652
266,751
1,187
( 1,187 )
323,403
Total operating expenses
951,745
266,751
82,983
( 82,983 )
1,218,496
Operating income (loss)
$
( 650,008 )
( 34,066 )
141,821
( 141,821 )
( 684,074 )
Equity in earnings of unconsolidated affiliates
$
21,450
—
24,088
( 24,088 )
21,450
Investments in unconsolidated affiliates
$
236,597
—
703,780
( 703,780 )
236,597
Segment assets
$
13,375,515
96,023
5,533,633
( 5,533,633 )
13,471,538
Capital expenditures for segment assets
$
387,783
—
82,583
( 82,583 )
387,783
The operating results and assets of the Company’s reportable segments were as follows for the nine months ended September 30, 2020 and 2021 (in thousands):
Nine Months Ended September 30, 2020
Equity Method
Elimination of
Investment in
Intersegment
Exploration
Antero
Transactions and
and
Midstream
Unconsolidated
Consolidated
Production
Marketing
Corporation
Affiliates
Total
Sales and revenues:
Third-party
$
1,978,572
201,855
—
—
2,180,427
Intersegment
2,180
—
696,859
( 696,859 )
2,180
Total revenue
$
1,980,752
201,855
696,859
( 696,859 )
2,182,607
Operating expenses:
Lease operating
$
71,836
—
—
—
71,836
Gathering, compression, processing, and transportation
1,877,084
—
128,847
( 128,847 )
1,877,084
Impairment of oil and gas properties
155,962
—
—
—
155,962
Impairment of midstream assets
—
—
665,491
( 665,491 )
—
Depletion, depreciation, and amortization
652,130
—
81,889
( 81,889 )
652,130
General and administrative
101,264
—
39,191
( 39,191 )
101,264
Other
88,023
334,906
14,062
( 14,062 )
422,929
Total operating expenses
2,946,299
334,906
929,480
( 929,480 )
3,281,205
Operating loss
$
( 965,547 )
( 133,051 )
( 232,621 )
232,621
( 1,098,598 )
Equity in earnings (loss) of unconsolidated affiliates
$
( 83,408 )
—
63,197
( 63,197 )
( 83,408 )
Investments in unconsolidated affiliates
$
272,926
—
—
—
272,926
Segment assets
$
13,349,739
—
5,673,504
( 5,673,504 )
13,349,739
Capital expenditures for segment assets
$
726,402
—
165,265
( 165,265 )
726,402
35
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2021
Equity Method
Elimination of
Investment in
Intersegment
Exploration
Antero
Transactions and
and
Midstream
Unconsolidated
Consolidated
Production
Marketing
Corporation
Affiliates
Total
Sales and revenues:
Third-party
$
1,664,509
562,928
—
—
2,227,437
Intersegment
551
—
681,712
( 681,712 )
551
Total revenue
$
1,665,060
562,928
681,712
( 681,712 )
2,227,988
Operating expenses:
Lease operating
$
71,555
—
—
—
71,555
Gathering, compression, processing, and transportation
1,874,664
—
118,368
( 118,368 )
1,874,664
Impairment of oil and gas properties
69,618
—
—
—
69,618
Depletion, depreciation, and amortization
564,166
—
80,956
( 80,956 )
564,166
General and administrative
108,693
—
46,991
( 46,991 )
108,693
Other
143,954
627,822
8,590
( 8,590 )
771,776
Total operating expenses
2,832,650
627,822
254,905
( 254,905 )
3,460,472
Operating income (loss)
$
( 1,167,590 )
( 64,894 )
426,807
( 426,807 )
( 1,232,484 )
Equity in earnings of unconsolidated affiliates
$
57,621
—
66,347
( 66,347 )
57,621
Investments in unconsolidated affiliates
$
236,597
—
703,780
( 703,780 )
236,597
Segment assets
$
13,375,515
96,023
5,533,633
( 5,533,633 )
13,471,538
Capital expenditures for segment assets
$
510,941
—
156,948
( 156,948 )
510,941
(17) Subsidiary Guarantors
Antero Resources’ senior notes are fully and unconditionally guaranteed by Antero Resources’ existing subsidiaries that guarantee the Credit Facility. In the event a subsidiary guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its capital stock so that it no longer qualifies as a “Subsidiary” of Antero (as defined in the indentures governing the notes) or the sale of all or substantially all of its assets (other than by lease)) and whether or not the subsidiary guarantor is the surviving entity in such transaction to a person that is not Antero or a restricted subsidiary of Antero, such subsidiary guarantor will be released from its obligations under its subsidiary guarantee if the sale or other disposition does not violate the covenants set forth in the indentures governing the notes.
In addition, a subsidiary guarantor will be released from its obligations under the indentures and its guarantee, upon the release or discharge of the guarantee of other Indebtedness (as defined in the indentures governing the notes) that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee; if Antero designates such subsidiary as an unrestricted subsidiary and such designation complies with the other applicable provisions of the indentures governing the notes or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the notes.
The following tables present summarized financial information of Antero and its guarantor subsidiaries (in thousands). The Company’s wholly owned subsidiaries are not restricted from making distributions to the Company.
36
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Balance Sheet
December 31, 2020
September 30, 2021
Parent (Antero)
Parent (Antero)
and Guarantor Subsidiaries
and Guarantor Subsidiaries
Accounts receivable, non-guarantor subsidiaries
$
—
—
Accounts receivable, related parties
—
—
Other current assets
543,841
665,111
Total current assets
543,841
665,111
Noncurrent assets
11,783,502
12,016,722
Total assets
$
12,327,343
12,681,833
Accounts payable, non-guarantor subsidiaries
$
—
—
Accounts payable, related parties
69,860
79,595
Other current liabilities
906,348
2,674,603
Total current liabilities
976,208
2,754,198
Noncurrent liabilities
6,070,388
5,499,255
Total liabilities
$
7,046,596
8,253,453
Statement of Operations
Nine Months Ended
September 30, 2021
Parent (Antero)
and Guarantor Subsidiaries
Revenues
$
2,220,306
Operating expenses
3,428,943
Loss from operations
( 1,208,637 )
Net loss and comprehensive loss including noncontrolling interests
( 1,088,283 )
Net loss and comprehensive loss attributable to Antero Resources Corporation
$
( 1,088,283 )
37
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.