Item 1. Financial Statements
Item 1.
Financial Statements (Unaudited)
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
34
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
51
Item 4.
Controls and Procedures
52
PART II—OTHER INFORMATION
53
Item 1.
Legal Proceedings
53
Item 1A.
Risk Factors
53
Item 2.
Unregistered Sales of Equity Securities
53
Item 4.
Mine Safety Disclosures
53
Item 6.
Exhibits
54
SIGNATURES
55
Table of Contents
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 acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness;
● our ability to execute our return of capital program;
● natural gas, natural gas liquids (“NGLs”) and oil prices;
● impacts of geopolitical events, including the Russia-Ukraine conflict, and world health events;
● 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;
● competition;
● government regulations and changes in laws;
● 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 (“Antero Midstream”);
● our ability to achieve our greenhouse gas reduction targets and the costs associated therewith;
● general economic conditions;
● credit markets;
1
Table of Contents
● uncertainty regarding our future operating results; and
● our other plans, objectives, expectations and intentions contained in this Quarterly Report on Form 10-Q.
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, supply chain or other disruption, availability and cost of drilling, completion and production equipment and services, environmental risks, drilling and completion and other operating risks, marketing and transportation risks, regulatory changes or changes in law, 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 geopolitical and world health events, cybersecurity risks, the state of markets for, and availability of, verified quality carbon offsets 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, 2022 (the “2022 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.
2
Table of Contents
PART I—FINANCIAL INFORMATION
ANTERO RESOURCES CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
(Unaudited)
December 31,
June 30,
2022
2023
Assets
Current assets:
Accounts receivable
$
35,488
36,887
Accrued revenue
707,685
323,440
Derivative instruments
1,900
3,099
Prepaid expenses and other current assets
42,452
21,302
Total current assets
787,525
384,728
Property and equipment:
Oil and gas properties, at cost (successful efforts method):
Unproved properties
997,715
1,017,828
Proved properties
13,234,777
13,615,891
Gathering systems and facilities
5,802
5,802
Other property and equipment
83,909
91,255
14,322,203
14,730,776
Less accumulated depletion, depreciation and amortization
( 4,683,399 )
( 4,854,565 )
Property and equipment, net
9,638,804
9,876,211
Operating leases right-of-use assets
3,444,331
3,262,253
Derivative instruments
9,844
7,934
Investment in unconsolidated affiliate
220,429
218,196
Other assets
17,106
17,488
Total assets
$
14,118,039
13,766,810
Liabilities and Equity
Current liabilities:
Accounts payable
$
77,543
60,911
Accounts payable, related parties
80,708
95,360
Accrued liabilities
461,788
366,038
Revenue distributions payable
468,210
359,487
Derivative instruments
97,765
35,509
Short-term lease liabilities
556,636
553,953
Deferred revenue, VPP
30,552
28,878
Other current liabilities
1,707
6,728
Total current liabilities
1,774,909
1,506,864
Long-term liabilities:
Long-term debt
1,183,476
1,492,270
Deferred income tax liability, net
759,861
792,149
Derivative instruments
345,280
59,224
Long-term lease liabilities
2,889,854
2,711,735
Deferred revenue, VPP
87,813
74,337
Other liabilities
59,692
61,903
Total liabilities
7,100,885
6,698,482
Commitments and contingencies
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; 297,393 shares issued and 297,359 outstanding as of December 31, 2022, and 300,359 shares issued and outstanding as of June 30, 2023
2,974
3,004
Additional paid-in capital
5,838,848
5,803,634
Retained earnings
913,896
1,019,256
Treasury stock, at cost; 34 shares and zero shares as of December 31, 2022 and June 30, 2023, respectively
( 1,160 )
—
Total stockholders' equity
6,754,558
6,825,894
Noncontrolling interests
262,596
242,434
Total equity
7,017,154
7,068,328
Total liabilities and equity
$
14,118,039
13,766,810
See accompanying notes to unaudited condensed consolidated financial statements.
3
Table of Contents
ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
(In thousands, except per share amounts)
Three Months Ended June 30,
2022
2023
Revenue and other:
Natural gas sales
$
1,558,994
437,130
Natural gas liquids sales
702,388
397,733
Oil sales
89,185
57,962
Commodity derivative fair value gains (losses)
( 265,662 )
8,284
Marketing
106,150
43,793
Amortization of deferred revenue, VPP
9,375
7,618
Other revenue and income
1,255
785
Total revenue
2,201,685
953,305
Operating expenses:
Lease operating
25,253
28,748
Gathering, compression, processing and transportation
656,212
663,975
Production and ad valorem taxes
81,842
36,158
Marketing
131,298
66,175
Exploration and mine expenses
1,394
743
General and administrative (including equity-based compensation expense of $ 8,171 and $ 13,512 in 2022 and 2023, respectively)
44,439
53,901
Depletion, depreciation and amortization
173,395
171,406
Impairment of property and equipment
23,363
15,710
Accretion of asset retirement obligations
804
1,204
Contract termination
2,096
4,441
Loss (gain) on sale of assets
71
( 220 )
Total operating expenses
1,140,167
1,042,241
Operating income (loss)
1,061,518
( 88,936 )
Other income (expense):
Interest expense, net
( 34,213 )
( 27,928 )
Equity in earnings of unconsolidated affiliate
14,713
19,098
Loss on early extinguishment of debt
( 4,414 )
—
Total other expense
( 23,914 )
( 8,830 )
Income (loss) before income taxes
1,037,604
( 97,766 )
Income tax benefit (expense)
( 225,571 )
29,833
Net income (loss) and comprehensive income (loss) including noncontrolling interests
812,033
( 67,933 )
Less: net income and comprehensive income attributable to noncontrolling interests
46,898
15,151
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation
$
765,135
( 83,084 )
Income (loss) per share—basic
$
2.46
( 0.28 )
Income (loss) per share—diluted
$
2.29
( 0.28 )
Weighted average number of shares outstanding:
Basic
310,535
300,141
Diluted
334,561
300,141
See accompanying notes to unaudited condensed consolidated financial statements.
4
Table of Contents
ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)
(In thousands, except per share amounts)
Six Months Ended June 30,
2022
2023
Revenue and other:
Natural gas sales
$
2,554,786
1,105,445
Natural gas liquids sales
1,362,693
893,168
Oil sales
152,479
109,773
Commodity derivative fair value gains (losses)
( 1,277,042 )
134,476
Marketing
175,188
102,322
Amortization of deferred revenue, VPP
18,647
15,151
Other revenue and income
1,774
1,318
Total revenue
2,988,525
2,361,653
Operating expenses:
Lease operating
43,033
58,069
Gathering, compression, processing and transportation
1,246,490
1,309,147
Production and ad valorem taxes
134,650
85,434
Marketing
230,194
147,536
Exploration and mine expenses
2,292
1,506
General and administrative (including equity-based compensation expense of $ 12,820 and $ 26,530 in 2022 and 2023, respectively)
80,130
111,162
Depletion, depreciation and amortization
341,783
338,988
Impairment of property and equipment
45,825
31,270
Accretion of asset retirement obligations
3,248
2,082
Contract termination
2,104
33,991
Loss (gain) on sale of assets
1,857
( 311 )
Other operating expense
—
225
Total operating expenses
2,131,606
2,119,099
Operating income
856,919
242,554
Other income (expense):
Interest expense, net
( 71,926 )
( 53,628 )
Equity in earnings of unconsolidated affiliate
39,891
36,779
Loss on early extinguishment of debt
( 15,068 )
—
Loss on convertible note inducement
—
( 86 )
Total other expense
( 47,103 )
( 16,935 )
Income before income taxes
809,816
225,619
Income tax expense
( 172,479 )
( 32,350 )
Net income and comprehensive income including noncontrolling interests
637,337
193,269
Less: net income and comprehensive income attributable to noncontrolling interests
28,621
62,922
Net income and comprehensive income attributable to Antero Resources Corporation
$
608,716
130,347
Income per share—basic
$
1.95
0.44
Income per share—diluted
$
1.81
0.42
Weighted average number of shares outstanding:
Basic
312,300
298,461
Diluted
337,589
311,488
See accompanying notes to unaudited condensed consolidated financial statements.
5
Table of Contents
ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In thousands)
Additional
Retained Earnings
Common Stock
Paid-in
(Accumulated
Treasury Stock
Noncontrolling
Total
Shares
Amount
Capital
Deficit)
Shares
Amount
Interests
Equity
Balances, December 31, 2021
313,930
$
3,139
6,371,398
( 617,377 )
—
$
—
308,932
6,066,092
Equity component of 2026 Convertible Notes, net
—
—
( 24,411 )
3,229
—
—
—
( 21,182 )
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
780
8
( 10,385 )
—
—
—
—
( 10,377 )
Repurchases and retirements of common stock
( 3,690 )
( 37 )
( 74,745 )
( 25,263 )
—
—
( 100,045 )
Equity-based compensation
—
—
4,649
—
—
—
—
4,649
Distributions to noncontrolling interests
—
—
—
—
—
—
( 35,757 )
( 35,757 )
Net loss and comprehensive loss
—
—
—
( 156,419 )
—
( 18,277 )
( 174,696 )
Balances, March 31, 2022
311,020
3,110
6,266,506
( 795,830 )
—
—
254,898
5,728,684
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
2,112
21
( 54,463 )
—
—
—
—
( 54,442 )
Conversion of 2026 Convertible Notes
921
9
3,955
—
—
—
—
3,964
Repurchases and retirements of common stock
( 5,241 )
( 52 )
( 104,524 )
( 88,430 )
—
—
—
( 193,006 )
Equity-based compensation
—
—
8,171
—
—
—
—
8,171
Distributions to noncontrolling interests
—
—
—
—
—
—
( 31,541 )
( 31,541 )
Net income and comprehensive income
—
—
—
765,135
—
—
46,898
812,033
Balances, June 30, 2022
308,812
$
3,088
6,119,645
( 119,125 )
—
$
—
270,255
6,273,863
See accompanying notes to unaudited condensed consolidated financial statements.
6
Table of Contents
ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In thousands)
Additional
Common Stock
Paid-in
Retained
Treasury Stock
Noncontrolling
Total
Shares
Amount
Capital
Earnings
Shares
Amount
Interests
Equity
Balances, December 31, 2022
297,393
$
2,974
5,838,848
913,896
( 34 )
$
( 1,160 )
262,596
7,017,154
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
514
5
( 11,464 )
—
—
—
—
( 11,459 )
Conversion of 2026 Convertible Notes
4,030
40
17,132
—
17,172
Repurchases and retirements of common stock
( 2,616 )
( 26 )
( 51,503 )
( 24,987 )
34
1,160
—
( 75,356 )
Equity-based compensation
—
—
13,018
—
—
—
—
13,018
Distributions to noncontrolling interests
—
—
—
—
—
—
( 51,339 )
( 51,339 )
Net income and comprehensive income
—
—
—
213,431
—
—
47,771
261,202
Balances, March 31, 2023
299,321
2,993
5,806,031
1,102,340
—
—
259,028
7,170,392
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
1,038
11
( 15,909 )
—
—
—
—
( 15,898 )
Equity-based compensation
—
—
13,512
—
—
—
—
13,512
Distributions to noncontrolling interests
—
—
—
—
—
—
( 31,745 )
( 31,745 )
Net income (loss) and comprehensive income (loss)
—
—
—
( 83,084 )
—
—
15,151
( 67,933 )
Balances, June 30, 2023
300,359
$
3,004
5,803,634
1,019,256
—
$
—
242,434
7,068,328
See accompanying notes to unaudited condensed consolidated financial statements.
7
Table of Contents
ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Six Months Ended June 30,
2022
2023
Cash flows provided by (used in) operating activities:
Net income including noncontrolling interests
$
637,337
193,269
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation, amortization and accretion
345,031
341,070
Impairments
45,825
31,270
Commodity derivative fair value losses (gains)
1,277,042
( 134,476 )
Losses on settled commodity derivatives
( 844,713 )
( 10,787 )
Payments for derivative monetizations
—
( 202,339 )
Deferred income tax expense
171,707
32,288
Equity-based compensation expense
12,820
26,530
Equity in earnings of unconsolidated affiliate
( 39,891 )
( 36,779 )
Dividends of earnings from unconsolidated affiliate
62,569
62,569
Amortization of deferred revenue
( 18,647 )
( 15,151 )
Amortization of debt issuance costs, debt discount and debt premium
2,515
1,732
Settlement of asset retirement obligations
( 886 )
( 633 )
Loss (gain) on sale of assets
1,857
( 311 )
Loss on early extinguishment of debt
15,068
—
Loss on convertible note inducement
—
86
Changes in current assets and liabilities:
Accounts receivable
53,623
( 1,399 )
Accrued revenue
( 360,612 )
384,245
Other current assets
( 22,566 )
21,294
Accounts payable including related parties
50,378
12,701
Accrued liabilities
37,203
( 102,668 )
Revenue distributions payable
40,166
( 108,723 )
Other current liabilities
22,559
5,377
Net cash provided by operating activities
1,488,385
499,165
Cash flows provided by (used in) investing activities:
Additions to unproved properties
( 72,072 )
( 110,447 )
Drilling and completion costs
( 393,506 )
( 517,591 )
Additions to other property and equipment
( 11,162 )
( 9,058 )
Proceeds from asset sales
195
311
Change in other assets
1,711
( 1,255 )
Net cash used in investing activities
( 474,834 )
( 638,040 )
Cash flows provided by (used in) financing activities:
Repurchases of common stock
( 293,051 )
( 75,356 )
Repayment of senior notes
( 658,906 )
—
Borrowings on bank credit facilities, net
70,800
325,100
Convertible note inducement
—
( 86 )
Distributions to noncontrolling interests in Martica Holdings LLC
( 67,298 )
( 83,084 )
Employee tax withholding for settlement of equity compensation awards
( 64,819 )
( 27,357 )
Other
( 277 )
( 342 )
Net cash provided by (used in) financing activities
( 1,013,551 )
138,875
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
$
89,326
51,927
Decrease in accounts payable and accrued liabilities for additions to property and equipment
$
( 3,504 )
( 8,353 )
See accompanying notes to unaudited condensed consolidated financial statements.
8
Table of Contents
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, 2022 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, 2022 consolidated financial statements were included in Antero Resources’ 2022 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, 2022 and June 30, 2023, results of operations for the three and six months ended June 30, 2022 and 2023 and cash flows for the six months ended June 30, 2022 and 2023. 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 June 30, 2023 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 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. All significant intercompany accounts and transactions have been eliminated in the Company’s unaudited condensed consolidated financial statements.
(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, 2022, the book overdrafts included within accounts payable and revenue distributions payable were $ 28 million and $ 43 million, respectively. As of June 30, 2023, the book overdrafts included within accounts payable and revenue distributions payable were $ 33 million and $ 16 million, respectively.
(d)
Income (Loss) Per Common Share
Income (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. Income (loss) per common share—diluted for each period is computed after giving consideration to the potential dilution from (i) outstanding equity awards using the treasury stock method and (ii) shares of common stock issuable upon conversion of the 2026 Convertible Notes (as defined below in Note 7—Long-Term Debt) using the if-converted method. The Company includes restricted stock unit (“RSU”)
9
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
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. 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 income (loss) attributable to common stockholders for basic and diluted income (loss) per share (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2022
2023
2022
2023
Net income (loss) attributable to Antero Resources Corporation—common shareholders
$
765,135
( 83,084 )
608,716
130,347
Add: Interest expense for 2026 Convertible Notes
967
—
1,934
1,085
Less: Tax-effect of interest expense for 2026 Convertible Notes
( 224 )
—
( 449 )
( 233 )
Net income (loss) attributable to Antero Resources Corporation—common shareholders and assumed conversions
$
765,878
( 83,084 )
610,201
131,199
Income (loss) per share—basic
$
2.46
( 0.28 )
1.95
0.44
Income (loss) per share—diluted
$
2.29
( 0.28 )
1.81
0.42
Weighted average common shares outstanding—basic
310,535
300,141
312,300
298,461
Weighted average common shares outstanding—diluted
334,561
300,141
337,589
311,488
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 June 30,
Six Months Ended June 30,
2022
2023
2022
2023
Basic weighted average number of shares outstanding
310,535
300,141
312,300
298,461
Add: Dilutive effect of RSUs
3,161
—
3,629
1,593
Add: Dilutive effect of PSUs
2,108
—
2,892
967
Add: Dilutive effect of 2026 Convertible Notes
18,757
—
18,768
10,467
Diluted weighted average number of shares outstanding
334,561
300,141
337,589
311,488
Weighted average number of outstanding securities excluded from calculation of diluted income (loss) per common share (1) :
RSUs
—
4,070
—
2,260
PSUs
—
1,791
—
377
Stock options
351
324
351
324
2026 Convertible Notes
—
9,076
—
—
(1) The potential dilutive effects of these awards were excluded from the computation of income (loss) per common share—diluted because the inclusion of these awards would have been anti-dilutive.
(e)
Recently Issued Accounting Standard
Convertible Debt 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. It is effective for interim and annual reporting periods beginning after December 31,
10
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
2021. The Company adopted the standard effective January 1, 2022 under the modified retrospective transition method, which impacts only the debt instruments outstanding on the adoption date.
Upon adoption of this new standard, the Company reclassified $ 24 million, net of deferred income taxes and equity issuance costs, from additional paid-in capital and increased long-term debt by $ 27 million, reduced deferred income tax liability by $ 6 million and reduced accumulated deficit by $ 3 million as of January 1, 2022. Additionally, annual interest expense for the 2026 Convertible Notes beginning January 1, 2022 is based on an effective interest rate of 4.9 % as compared to 15.1 % prior to the adoption of this new standard.
(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”).
The ORRIs include an overriding royalty interest of 1.25 % in all of the Company’s operated proved developed properties in West Virginia and Ohio, subject to certain excluded wells (the “Initial PDP Override”) as of April 1, 2020, and an overriding royalty interest of 3.75 % in all of the Company’s undeveloped properties in West Virginia and Ohio (the “Development Override”) as of April 1, 2020. 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 burdened by the Development Override, are subject to the Development Override. As of April 1, 2023, the Company had turned to sales over 2.2 million lateral feet and less than 3.82 million lateral feet. As a result, wells turned to sales on or after April 1, 2023 will not be subject to the ORRIs.
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. As of March 31, 2023, the portion of the Incremental Override that may be re-conveyed to the Company as a result of achieving certain production targets was 76 % and the portion that will remain with Martica was 24 % .
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 24 % of all distributions in respect of the Incremental Override, and the Company will receive 76 % of all 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.
(b)
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, 2022 and 2023, Antero Resources and QL agreed to the estimated internal rate of return (“IRR”) of the Company’s capital budget for each annual tranche, and QL agreed to participate in the 2021, 2022, and 2023 tranches. For 2024, Antero Resources will propose a capital budget and estimated 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 assignments, bills of sale and conveyances pursuant to which QL will be conveyed a proportionate working interest percentage in each well spud in that year, which conveyances will not be subject to any reversion.
Under the terms of the arrangement, QL funded 20 % and 15 % of development capital for wells spud in 2021 and 2022, respectively, and will fund development capital of (i) 15 % for wells spud in 2023 and (ii) if they participate in 2024,
11
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
between 15 % and 20 % for wells spud in 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 October 31 and no later than December 1 following the end of each tranche year. During the year ended December 31, 2022, the Company received a carry of $ 29 million attributable to the 2021 tranche. All of the wells spud during each calendar year period will be a separate annual tranche. 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.
The Company has accounted for the drilling partnership as a conveyance under ASC 932, Extractive Activities—Oil and Gas , 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 six months ended June 30, 2022 and 2023.
(4) Revenue
(a)
Disaggregation of Revenue
The table set forth below presents revenue disaggregated by type and reportable segment to which it relates (in thousands). See Note 16—Reportable Segments to the unaudited condensed financial statements for more information on reportable segments.
Three Months Ended June 30,
Six Months Ended June 30,
2022
2023
2022
2023
Reportable Segment
Revenues from contracts with customers:
Natural gas sales
$
1,558,994
437,130
2,554,786
1,105,445
Exploration and production
Natural gas liquids sales (ethane)
90,230
50,163
157,293
122,213
Exploration and production
Natural gas liquids sales (C3+ NGLs)
612,158
347,570
1,205,400
770,955
Exploration and production
Oil sales
89,185
57,962
152,479
109,773
Exploration and production
Marketing
106,150
43,793
175,188
102,322
Marketing
Other revenue
—
365
—
540
Exploration and production
Total revenue from contracts with customers
2,456,717
936,983
4,245,146
2,211,248
Income (loss) from derivatives, deferred revenue and other sources, net
( 255,032 )
16,322
( 1,256,621 )
150,405
Total revenue
$
2,201,685
953,305
2,988,525
2,361,653
(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, 2022 and June 30, 2023, the Company’s receivables from contracts with customers were $ 708 million and $ 323 million, respectively.
12
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(5) Equity Method Investment
(a)
Summary of Equity Method Investment
As of June 30, 2023, Antero owned 29.0 % of Antero Midstream’s common stock, which is reflected in Antero’s unaudited condensed consolidated financial statements using the equity method of accounting.
The following table sets forth a reconciliation of Antero’s investment in unconsolidated affiliate (in thousands):
Balance as of December 31, 2022 (1)
$
220,429
Equity in earnings of unconsolidated affiliate
36,779
Dividends from unconsolidated affiliate
( 62,569 )
Elimination of intercompany profit
23,557
Balance as of June 30, 2023 (1)
$
218,196
(1) The fair value of the Company’s investment in Antero Midstream as of December 31, 2022 and June 30, 2023 was $ 1.5 billion and $ 1.6 billion, respectively, based on the quoted market share price of Antero Midstream .
(6) Accrued Liabilities
Accrued liabilities consisted of the following items (in thousands):
(Unaudited)
December 31,
June 30,
2022
2023
Capital expenditures
$
57,361
51,364
Gathering, compression, processing and transportation expenses
162,783
159,685
Marketing expenses
61,118
30,823
Interest expense, net
31,892
32,454
Production and ad valorem taxes
32,536
55,073
General and administrative expense
32,477
24,558
Derivative settlements payable
53,732
183
Other
29,889
11,898
Total accrued liabilities
$
461,788
366,038
(7) Long-Term Debt
Long-term debt consisted of the following items (in thousands):
(Unaudited)
December 31,
June 30,
2022
2023
Credit Facility (a)
$
34,800
359,900
8.375 % senior notes due 2026 (c)
96,870
96,870
7.625 % senior notes due 2029 (d)
407,115
407,115
5.375 % senior notes due 2030 (e)
600,000
600,000
4.25 % convertible senior notes due 2026 (f)
56,932
39,426
Total principal
1,195,717
1,503,311
Unamortized debt issuance costs
( 12,241 )
( 11,041 )
Long-term debt
$
1,183,476
1,492,270
(a) Senior Secured Revolving Credit Facility
Antero Resources has a senior secured revolving credit facility (the “Credit Facility”) with a consortium of banks. 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 December 31, 2022 and June 30, 2023, the Credit Facility had a borrowing base of $ 3.5 billion and lender commitments of $ 1.5 billion. The borrowing base was re-
13
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
affirmed in the semi-annual redetermination in April 2023. 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 then outstanding senior notes. As of June 30, 2023, the Credit Facility had an available borrowing capacity of $ 638 million.
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 Credit Facility as of December 31, 2022 and June 30, 2023.
The Credit Facility provides for borrowing at either an Adjusted Term Secured Overnight Financing Rate (“SOFR”), an Adjusted Daily Simple SOFR or an Alternate Base Rate (each as defined in the 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 SOFR or the Alternate Base Rate, determined by election at the time of borrowing, plus an applicable margin rate under the 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 0.375 % to 0.500 % with respect to the Credit Facility, determined with reference to borrowing base utilization, subject to certain exceptions based on the leverage ratio then in effect. The 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 Credit Facility).
As of December 31, 2022, Antero Resources had an outstanding balance under the Credit Facility of $ 35 million, with a weighted average interest rate of 6.42 %, and outstanding letters of credit of $ 504 million. As of June 30, 2023, Antero Resources had an outstanding balance under the Credit Facility of $ 360 million, with a weighted average interest rate of 7.44 %, and outstanding letters of credit of $ 502 million.
(b) 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 or otherwise redeemed all of the 2025 Notes between 2020 and the first quarter of 2022, and the 2025 Notes were fully retired as of March 1, 2022. Interest on the 2025 Notes was payable on March 1 and September 1 of each year. See “—Debt Repurchase Program” below for more information.
(c) 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 or otherwise repurchased $ 403 million principal amount of the 2026 Notes during 2021 and 2022, and as of June 30, 2023, $ 97 million principal amount of the 2026 Notes remained outstanding. See “—Debt Repurchase Program” below for more information. 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.
(d) 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 Company redeemed or otherwise repurchased $ 293 million principal amount of the 2029 Notes during 2021 and 2022, and as of June 30, 2023, $ 407 million principal amount of the 2029 Notes remained outstanding. See “—Debt Repurchase Program” below for more information. 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
14
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
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. 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.
(e) 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.
(f) 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 September 1, 2026 (the “2026 Convertible Notes”). On September 2, 2020, Antero Resources issued an additional $ 37.5 million of the 2026 Convertible Notes. Proceeds from the issuance of the 2026 Convertible Notes totaled $ 278.5 million, net of initial purchasers’ fees and issuance cost of $ 9 million. The Company extinguished $ 206 million principal amount of the 2026 Convertible Notes in 2021. In addition, between 2022 and the second quarter of 2023, $ 43 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms or induced into conversion by the Company. See “—Conversions and Inducements,” for more information. As of June 30, 2023, $ 39 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. 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 June 30, 2023, the if-converted value of the 2026 Convertible Notes was $ 209 million, which exceeded the principal amount of the 2026 Convertible Notes by $ 170 million. The 2026 Convertible Notes will mature on September 1, 2026, unless earlier repurchased, redeemed or converted. Before May 1, 2026, noteholders will have the right to convert their 2026 Convertible Notes only upon the occurrence of the following events:
● 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
15
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
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 Sales 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 June 30, 2023.
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 was 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.
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 were 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.
Effective January 1, 2022, the Company adopted ASU 2020-06 whereby the Company reclassified the equity component of the 2026 Convertible Notes outstanding on such date, net of deferred income taxes and equity issuance costs, from additional paid-in capital to long-term debt. See Note 2—Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements.
16
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Conversions and Inducements
During the first quarter of 2023, $ 9 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms, and an additional $ 9 million aggregate principal amount of the 2026 Convertible Notes were induced into conversion by the Company. The Company elected to settle these conversions by issuing 4 million shares of common stock to the noteholders together with a cash inducement premium of $ 0.1 million. There were no conversions of the 2026 Convertible Notes during the second quarter of 2023 or the first or second quarters of 2022.
The 2026 Convertible Notes consist of the following (in thousands):
(Unaudited)
December 31,
June 30,
2022
2023
Principal
$
56,932
39,426
Less: unamortized debt issuance costs
( 1,159 )
( 702 )
Net carrying value
$
55,773
38,724
Interest expense recognized on the 2026 Convertible Notes related to the stated interest rate, amortization of the debt discount and debt issuance costs totaled $ 1 million and $ 0.5 million for the three months ended June 30, 2022 and 2023, respectively, and $ 2 million and $ 1 million for the six months ended June 30, 2022 and 2023, respectively.
(g) Debt Repurchase Program
During the first quarter of 2022, the Company redeemed the remaining $ 585 million aggregate principal amount of its 2025 Notes at a redemption price of 101.25 % of the principal amount thereof, plus accrued and unpaid interest and recognized a loss on early debt extinguishment of $ 11 million. During the second quarter of 2022, the Company repurchased $ 13 million of its 2026 Notes and $ 50 million of its 2029 Notes at a weighted average premium of 106 % and recognized a loss on early debt extinguishment of $ 4 million. There were no debt repurchases or redemptions during the first or second quarters of 2023.
(8) Asset Retirement Obligations
The following table presents a reconciliation of the Company’s asset retirement obligations (in thousands):
Asset retirement obligations—December 31, 2022
$
59,485
Obligations incurred
561
Accretion expense
2,082
Settlement of obligations
( 633 )
Revisions to prior estimates
301
Asset retirement obligations—June 30, 2023
$
61,796
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
17
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
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 6,835,261 shares were available for future grant under the 2020 Plan as of June 30, 2023.
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 includes 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 assumed by Antero Midstream and converted into 1.8926 RSUs (all such RSUs, the “Converted AM RSU Awards”) under the Antero Midstream Corporation Long Term Incentive Plan (the “AM Plan”). Each RSU award under the AM Plan represented a right to receive one share of Antero Midstream common stock. As of June 30, 2023, all Converted AM RSU Awards were fully vested.
The Company’s equity-based compensation expense, by type of award, is as follows (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
2022
2023
2022
2023
RSU awards
$
4,774
8,720
7,494
15,982
PSU awards
3,012
4,442
4,431
9,847
Converted AM RSU Awards (1)
35
—
195
1
Equity awards issued to directors
350
350
700
700
Total expense
$
8,171
13,512
12,820
26,530
(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 March 12, 2019 (date of deconsolidation) to Antero Midstream Partners based on its proportionate share of Antero Resources’ labor costs. As of June 30, 2023, all Converted AM RSU Awards were fully vested, and there is no remaining unamortized expense attributable to these awards.
(a)
Restricted Stock Unit Awards
A summary of RSU activity is as follows:
Weighted
Average
Number of
Grant Date
Shares
Fair Value
Total awarded and unvested—December 31, 2022
4,676,219
$
15.29
Granted
1,458,594
25.87
Vested
( 2,202,895 )
9.02
Forfeited
( 69,321 )
22.57
Total awarded and unvested—June 30, 2023
3,862,597
$
22.74
As of June 30, 2023, there was $ 76 million of unamortized equity-based compensation expense related to unvested RSUs. That expense is expected to be recognized over a weighted average period of 2.3 years.
(b)
Performance Share Unit Awards
Performance Share Unit Awards Based on Total Shareholder Return
In March 2023, the Company granted PSU awards to certain of its senior management and executive officers that vest based on Antero Resources’ absolute total shareholder return (“TSR”) determined as of the last day of each of three one-year performance periods ending on March 7, 2024, March 7, 2025 and March 7, 2026, and one cumulative three-year performance period ending on March 7, 2026, in each case, subject to certain continued employment criteria (“2023 Absolute TSR PSUs”).
18
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
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 2023 Absolute TSR PSUs ranges from zero to 200 % of the target number of 2023 Absolute 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.
The following table presents the assumptions used in the Monte Carlo valuation model and the grant date fair value information for the 2023 Absolute TSR PSUs:
Dividend yield
—
%
Volatility
82
%
Risk-free interest rate
4.61
%
Weighted average fair value of awards granted—Absolute TSR
$
33.96
Performance Share Unit Awards Based on Leverage Ratio
In March 2023, the Company granted PSUs to certain of its senior management and 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 in the award agreement) determined as of the last day of each of three one-year performance periods ending on December 31, 2023, December 31, 2024 and December 31, 2025, in each case, subject to certain continued employment criteria (“2023 Leverage Ratio PSUs”). The number of shares of common stock that may ultimately be earned following the end of the third performance period with respect to the 2023 Leverage Ratio PSUs ranges from zero to 200 % of the target number of 2023 Leverage Ratio PSUs originally granted. Expense related to the 2023 Leverage Ratio PSUs is recognized on a graded-vested basis over the term of each performance period that reflects 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 June 30, 2023, the likelihood of achieving the performance conditions related to the 2023 Leverage Ratio PSUs was probable.
Summary Information for Performance Share Unit Awards
A summary of PSU activity is as follows:
Weighted
Average
Number of
Grant Date
Units
Fair Value
Total awarded and unvested—December 31, 2022
1,329,725
$
23.18
Granted
417,466
28.51
Vested (1)
( 335,000 )
2.97
Total awarded and unvested—June 30, 2023
1,412,191
$
29.54
(1) During the three months ended June 30, 2023, the PSUs granted in 2020 that were based on absolute TSR and relative TSR met the performance criteria to achieve vesting at 112 % and 126 % of target, respectively, and converted into approximately 0.4 million shares of the Company’s common stock.
As of June 30, 2023, there was $ 29 million of unamortized equity-based compensation expense related to unvested PSUs. That expense is expected to be recognized over a weighted average period of 1.7 years.
19
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(c)
Converted AM RSU Awards
A summary of the Converted AM RSU Awards is as follows:
Weighted
Average
Number of
Grant Date
Units
Fair Value
Total awarded and unvested—December 31, 2022
2,827
$
12.38
Vested
( 2,827 )
12.38
Total awarded and unvested—June 30, 2023
—
$
—
As of June 30, 2023, all Converted AM RSU Awards were fully vested resulting in no unamortized equity-based compensation expense.
(d)
Cash Awards
In January 2020, the Company granted cash awards of $ 3 million to certain executives under the 2013 Plan, and compensation expense for these awards was 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 $ 3 million to certain non-executive employees under the 2020 Plan that vest ratably over four years . As of December 31, 2022 and June 30, 2023, the Company has recorded $ 1 million and $ 0.4 million, respectively, in Accrued 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, 2022 and June 30, 2023 approximated market values because of their short-term nature. The carrying values of the amounts outstanding under the Credit Facility as of December 31, 2022 and June 30, 2023 approximated fair value because the variable interest rates are reflective of current market conditions.
The following table sets forth the fair value and carrying value of the senior notes and 2026 Convertible Notes (in thousands):
(Unaudited)
December 31, 2022
June 30, 2023
Fair
Carrying
Fair
Carrying
Value (1)
Value (2)
Value (1)
Value (2)
2026 Notes
$
100,987
96,123
100,076
96,235
2029 Notes
410,860
402,872
412,204
403,151
2030 Notes
556,260
593,908
548,220
594,260
2026 Convertible Notes
406,039
55,773
208,414
38,724
Total
$
1,474,146
1,148,676
1,268,914
1,132,370
(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 9—Equity-Based Compensation and Cash Awards to the unaudited condensed consolidated financial statements for information regarding the fair value of equity-based awards. See Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for information regarding the fair value of derivative financial instruments.
(11) Derivative Instruments
The Company is exposed to certain risks relating to its ongoing business operations, and it may use 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.
20
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(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 six months ended June 30, 2022 and 2023. 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. Under these basis swap agreements, when actual commodity prices upon settlement exceed the fixed price provided by the swap contracts, the Company receives the difference from the counterparty. When actual commodity prices upon settlement are less than the contractually provided fixed price, the Company pays the difference to the counterparty.
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 June 30, 2023, the Company’s fixed price swap positions excluding Martica, the Company’s consolidated VIE, were as follows:
Weighted
Average
Commodity / Settlement Period
Index
Contracted Volume
Price
Natural Gas
July-December 2023
Henry Hub
43,000
MMBtu/day
$
2.37
/MMBtu
The Company has a call option and an embedded put option tied to NYMEX pricing for the production volumes associated with the Company’s retained interest in the volumetric production payment transaction (“VPP”) properties. The put option was embedded within another contract, and since the embedded put option was not clearly and closely related to its host contract, the Company bifurcated this derivative instrument and reflects it at fair value in the unaudited condensed consolidated financial statements. As of June 30, 2023, the Company’s call option and embedded put option arrangements were as follows:
Embedded
Call Option
Put Option
Commodity / Settlement Period
Index
Contracted Volume
Strike Price
Strike Price
Natural Gas
July-December 2023
Henry Hub
55,000
MMBtu/day
$
2.466
/MMBtu
$
2.466
/MMBtu
January-December 2024
Henry Hub
53,000
MMBtu/day
2.477
/MMBtu
2.527
/MMBtu
January-December 2025
Henry Hub
44,000
MMBtu/day
2.564
/MMBtu
2.614
/MMBtu
January-December 2026
Henry Hub
32,000
MMBtu/day
2.629
/MMBtu
2.679
/MMBtu
21
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
As of June 30, 2023, 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
July-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
As of June 30, 2023, the Company’s fixed price swap positions for Martica, the Company’s consolidated VIE, were as follows:
Weighted
Average
Commodity / Settlement Period
Index
Contracted Volume
Price
Natural Gas
July-December 2023
Henry Hub
32,496
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
Natural Gasoline
July-December 2023
Mont Belvieu Natural Gasoline-OPIS Non-TET
227
Bbl/day
40.74
/Bbl
Oil
July-December 2023
West Texas Intermediate
77
Bbl/day
44.72
/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
(b)
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 (in thousands).
(Unaudited)
Balance Sheet
December 31,
June 30,
Location
2022
2023
Asset derivatives not designated as hedges for accounting purposes:
Embedded derivatives—current
Derivative instruments
1,900
3,099
Embedded derivatives—noncurrent
Derivative instruments
9,844
7,934
Total asset derivatives (1)
11,744
11,033
Liability derivatives not designated as hedges for accounting purposes:
Commodity derivatives—current (2)
Derivative instruments
97,765
35,509
Commodity derivatives—noncurrent (2)
Derivative instruments
345,280
59,224
Total liability derivatives (1)
443,045
94,733
Net derivatives liability (1)
$
( 431,301 )
( 83,700 )
(1) The fair value of derivative instruments was determined using Level 2 inputs.
(2) As of December 31, 2022, $ 47 million of commodity derivative liabilities, including $ 28 million of current commodity derivatives and $ 19 million of noncurrent commodity derivatives, are attributable to the Company’s consolidated VIE, Martica. As of June 30, 2023, $ 17 million of commodity derivative liabilities, including $ 10 million of current commodity derivatives and $ 7 million of noncurrent commodity derivatives, are attributable to the Company’s consolidated VIE, Martica.
22
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The following table sets forth 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):
(Unaudited)
December 31, 2022
June 30, 2023
Net Amounts of
Net Amounts of
Gross
Gross
Assets
Gross
Gross
Assets
Amounts
Amounts Offset
(Liabilities) on
Amounts
Amounts Offset
(Liabilities) on
Recognized
Recognized
Balance Sheet
Recognized
Recognized
Balance Sheet
Commodity derivative assets
$
276
( 276 )
—
$
422
( 422 )
—
Embedded derivative assets
11,744
—
11,744
11,033
—
11,033
Commodity derivative liabilities
( 443,321 )
276
( 443,045 )
( 95,155 )
422
( 94,733 )
The following table sets forth a summary of derivative fair value gains and losses and where such values are recorded in the unaudited condensed consolidated statements of operations (in thousands):
Statement of
Operations
Three Months Ended June 30,
Six Months Ended June 30,
Location
2022
2023
2022
2023
Commodity derivative fair value gains (losses) (1)
Revenue
$
( 237,680 )
6,232
( 1,232,163 )
133,312
Embedded derivative fair value gains (losses) (1)
Revenue
$
( 27,982 )
2,052
( 44,879 )
1,164
(1) The fair value of derivative instruments was determined using Level 2 inputs .
Commodity derivative fair value gains (losses) for the six months ended June 30, 2023, includes a loss of $ 202 million related to the early settlement of the Company’s natural gas swaption agreement during the first quarter of 2023. The payment for this early settlement is classified as an operating cash flow on the Company’s condensed consolidated statement of cash flows.
(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.
23
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
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.
(a) Supplemental Balance Sheet Information Related to Leases
The Company’s lease assets and liabilities consisted of the following items (in thousands):
(Unaudited)
December 31,
June 30,
Leases
Balance Sheet Classification
2022
2023
Operating Leases
Operating lease right-of-use assets:
Processing plants
Operating lease right-of-use assets
$
1,849,116
1,732,132
Drilling rigs and completion services
Operating lease right-of-use assets
85,405
52,094
Gas gathering lines and compressor stations (1)
Operating lease right-of-use assets
1,463,756
1,435,070
Office space
Operating lease right-of-use assets
41,822
39,777
Vehicles
Operating lease right-of-use assets
756
109
Other office and field equipment
Operating lease right-of-use assets
3,476
3,071
Total operating lease right-of-use assets
$
3,444,331
3,262,253
Operating lease liabilities:
Short-term operating lease liabilities
Short-term lease liabilities
$
556,137
553,107
Long-term operating lease liabilities
Long-term lease liabilities
2,888,194
2,709,146
Total operating lease liabilities
$
3,444,331
3,262,253
Finance Leases
Finance lease right-of-use assets:
Vehicles
Other property and equipment
$
2,159
3,435
Total finance lease right-of-use assets (2)
$
2,159
3,435
Finance lease liabilities:
Short-term finance lease liabilities
Short-term lease liabilities
$
499
846
Long-term finance lease liabilities
Long-term lease liabilities
1,660
2,589
Total finance lease liabilities
$
2,159
3,435
(1) Gas gathering lines and compressor stations includes $ 1.4 billion related to Antero Midstream as of December 31, 2022 and June 30, 2023. See “—Related party lease disclosure” for additional discussion.
(2) Financing lease assets are recorded net of accumulated amortization of $ 1 million as of December 31, 2022 and June 30, 2023 .
The processing plants, gathering lines and compressor stations that are classified as lease liabilities are classified as such under ASC 842, Leases , because Antero (i) is the sole customer of the assets and (ii) makes the decisions that most impact the economic performance of the assets.
24
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(b) Supplemental Information Related to Leases
Costs associated with operating and finance leases were included in the unaudited condensed consolidated statement of operations and comprehensive loss (in thousands):
Three Months Ended June 30,
Six Months Ended June 30,
Cost
Classification
Location
2022
2023
2022
2023
Operating lease cost
Statement of operations
Gathering, compression, processing and transportation
$
365,343
407,445
731,177
788,728
Operating lease cost
Statement of operations
General and administrative
2,787
3,030
5,654
5,967
Operating lease cost
Statement of operations
Contract termination
—
2,808
—
3,930
Operating lease cost
Statement of operations
Lease operating
44
21
89
42
Operating lease cost
Balance sheet
Proved properties (1)
41,100
31,602
48,859
71,372
Total operating lease cost
$
409,274
444,906
785,779
870,039
Finance lease cost:
Amortization of right-of-use assets
Statement of operations
Depletion, depreciation and amortization
$
107
546
225
638
Interest on lease liabilities
Statement of operations
Interest expense
51
162
65
276
Total finance lease cost
$
158
708
290
914
Short-term lease payments
$
28,348
34,707
77,108
72,408
(1) Capitalized costs related to drilling and completion activities.
(c) Supplemental Cash Flow Information Related to Leases
The following table presents the Company’s supplemental cash flow information related to leases (in thousands):
Six Months Ended June 30,
2022
2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
675,563
654,938
Operating cash flows from finance leases
66
276
Investing cash flows from operating leases
39,781
61,092
Financing cash flows from finance leases
277
343
Noncash activities:
Right-of-use assets obtained in exchange for new operating lease obligations
$
215,157
51,737
Increase (decrease) to existing right-of-use assets and lease obligations from operating lease modifications, net (1)
$
( 47,728 )
40,176
(1) During the six months ended June 30, 2022, the weighted average discount rate for remeasured operating leases increased from 4.5 % as of December 31, 2021 to 5.1 % as of June 30, 2022. During the six months ended June 30, 2023, the weighted average discount rate for remeasured operating leases increased from 5.2 % as of December 31, 2022 to 5.8 % as of June 30, 2023.
25
Table of Contents
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 June 30, 2023 (in thousands):
Operating Leases
Financing Leases
Total
2023
$
374,215
669
374,884
2024
685,594
1,339
686,933
2025
609,747
1,297
611,044
2026
556,196
961
557,157
2027
457,972
112
458,084
Thereafter
1,252,713
33
1,252,746
Total lease payments
3,936,437
4,411
3,940,848
Less: imputed interest
( 674,184 )
( 976 )
( 675,160 )
Total
$
3,262,253
3,435
3,265,688
(e) Lease Term and Discount Rate
The following table sets forth the Company’s weighted average remaining lease term and discount rate:
December 31, 2022
June 30, 2023
Operating Leases
Finance Leases
Operating Leases
Finance Leases
Weighted average remaining lease term
7.2 years
3.5 years
6.9 years
3.4 years
Weighted average discount rate
5.3
%
7.4
%
5.6
%
8.1
%
(f) Related Party Lease Disclosure
The Company has gathering and compression service agreements with Antero Midstream that include: (i) the second amended and restated gathering and compression agreement dated December 8, 2019 (the “2019 gathering and compression agreement”), (ii) gathering and compression agreements from Antero Midstream’s acquisition of certain Marcellus gathering and compression assets (the “Marcellus gathering and compression agreements”) and (iii) a compression agreement from Antero Midstream’s acquisition of certain Utica compressors (the “Utica compression agreement” and, together with the 2019 gathering and compression agreement and the Marcellus gathering and compression agreements, the “gathering and compression agreements”). Pursuant to the gathering and compression agreements with Antero Midstream, the Company has dedicated substantially all of its current and future acreage in West Virginia, Ohio and Pennsylvania to Antero Midstream for gathering and compression services. The 2019 gathering and compression agreement has an initial term through 2038, the Marcellus gathering and compression agreements expire between 2024 and 2031, and the Utica compression agreement has two dedicated areas that expire in 2024 and 2030. Upon expiration of each of the Marcellus gathering and compression agreements and the Utica compression agreement, Antero Midstream will continue to provide gathering and compression services under the 2019 gathering and compression agreement.
Under the gathering and compression agreements, Antero Midstream receives a low-pressure gathering fee per Mcf, a high-pressure gathering fee per Mcf and a compression fee per Mcf, as applicable, subject to annual adjustments based on the consumer price index. If and to the extent the Company requests that Antero Midstream construct new low pressure lines, high pressure lines and compressor stations, the 2019 gathering and compression agreement contains options at Antero Midstream’s election for either (i) 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 or (ii) a cost of service fee that allows the Antero Midstream to earn a 13 % rate of return on such new construction over seven years . In addition, certain of the Marcellus gathering and compression agreements provide for a minimum volume commitment that requires the Company to utilize or pay for 25 % of the capacity of new compressor station construction for 10 years .
The 2019 gathering and compression agreement includes a growth incentive fee program whereby low-pressure gathering fees will be reduced from 2020 through 2023 to the extent the Company achieves certain quarterly volumetric targets. The Company’s throughput gathered under the Marcellus gathering and compression agreements is not considered in low pressure gathering volume targets. Upon completion of the initial contract term, the 2019 gathering and compression agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an
26
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
anniversary of the effective date of the agreement, by either the Company or Antero Midstream 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 and second quarters of 2022 and 2023, and earned fee rebates of $ 12 million for the three months ended June 30, 2022 and 2023 and $ 24 million for the six months ended June 30, 2022 and 2023.
Gathering and compression fees paid by Antero related to these agreements were $ 164 million and $ 185 million for the three months ended June 30, 2022 and 2023, respectively. For the six months ended June 30, 2022 and 2023, gathering and compression fees paid by Antero related to this agreement were $ 327 million and $ 361 million, respectively. As of December 31, 2022 and June 30, 2023, $ 59 million and $ 69 million, respectively, was included within Accounts payable, related parties on the condensed consolidated balance sheet as due to Antero Midstream related to these agreements.
(13) Commitments
The following table sets forth a schedule of future minimum payments for the Company’s contractual obligations, which include leases that have a lease term in excess of one year as of June 30, 2023 (in thousands):
Processing,
Gathering,
Firm
Compression
Operating and
Imputed Interest
Transportation
and Water Service
Financing Leases
for Leases
Other
(a)
(b)
(c)
(c)
(d)
Total
Remainder of 2023
$
594,682
35,382
286,449
88,435
2,586
1,007,534
2024
1,147,772
63,212
533,031
153,902
6,009
1,903,926
2025
1,134,296
51,865
486,261
124,783
4,875
1,802,080
2026
1,131,882
18,688
459,146
98,011
2,250
1,709,977
2027
1,127,234
17,400
384,429
73,655
—
1,602,718
Thereafter
5,444,784
80,556
1,116,372
136,374
—
6,778,086
Total
$
10,580,650
267,103
3,265,688
675,160
15,720
14,804,321
(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, Compression and Water Service Commitments
The Company has entered into various long- term gas processing, gathering, compression and water 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) Operating and Finance 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. See Note 12—Leases to the unaudited condensed consolidated financial statements for more information on the Company’s operating and finance leases.
27
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(d)
Other
The Company has entered into various land acquisition and sand supply 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.
(e)
Contract Terminations
The Company incurs costs associated with the delay or cancellation of certain contracts with third-parties. These costs are recorded in Contract termination and included in the statement of operations and comprehensive income (loss). During the six months ended June 30, 2023, the Company executed an early termination of its firm transportation commitment of 200,000 MMBtu per day on the Equitrans pipeline and made a cash payment of $ 24 million. There are no remaining payment obligations related to these delayed or cancelled contracts as of June 30, 2023.
(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 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.
Other
The Company is party to various other legal proceedings and claims in the ordinary course of its business. 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.
In addition, pending litigation against the Company and other similarly situated peer operators could have an impact on the methods for determining the amount of permitted post-production costs and types of costs that have been, and may be, deducted from royalty payments, among other things. A ruling was recently received in an immaterial case to which the Company is a party, and the Company continues to analyze how this decision may impact other cases to which the Company is a party. The Company cannot predict how these issues may ultimately be resolved, and therefore is also unable to estimate any potential damages, if any, that may result.
(15) Related Parties
Substantially all of Antero Midstream’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.
28
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(16) Reportable Segments
(a)
Summary of Reportable Segments
The Company’s operations, which are located in the United States, are organized into three reportable 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. Substantially all of the Company’s production revenues are attributable to customers located 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. These segments are monitored separately by management for performance and are consistent with internal financial reporting. These segments have been identified based on the differing products and services, regulatory environment and the expertise required for these operations. Management evaluates the performance of the Company’s business segments based on operating income (loss). 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.
Exploration and Production
The exploration and production segment is engaged in the development, production, exploration and acquisition of natural gas, NGLs and oil properties located in the Appalachian Basin. 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.
Marketing
Where feasible, the Company purchases and sells third-party natural gas and NGLs and markets its excess firm transportation capacity, or engages third parties to conduct these activities on the Company’s behalf, in order to optimize the revenues from these transportation agreements. The Company has entered into long-term firm transportation agreements for a significant portion of its current and expected future production in order to secure guaranteed capacity to favorable markets.
Equity Method Investment in Antero Midstream
The Company receives midstream services through its equity method investment in Antero Midstream. Antero Midstream owns, operates and develops midstream energy infrastructure primarily to service the Company’s production and completion activity in the Appalachian Basin. Antero Midstream’s assets consist of gathering pipelines, compressor stations, interests in processing and fractionation plants and water handling assets. Antero Midstream provides midstream services to Antero Resources under long-term contracts.
29
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(b)
Reportable Segments Financial Information
The operating results and assets of the Company’s reportable segments were as follows (in thousands):
Three Months Ended June 30, 2022
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Sales and revenues:
Third-party
$
2,095,144
106,150
242
( 242 )
2,201,294
Intersegment
391
—
228,665
( 228,665 )
391
Total revenue
2,095,535
106,150
228,907
( 228,907 )
2,201,685
Operating expenses:
Lease operating
25,253
—
—
—
25,253
Gathering, compression, processing, transportation and water handling
656,212
—
43,299
( 43,299 )
656,212
General and administrative
44,439
—
16,079
( 16,079 )
44,439
Depletion, depreciation and amortization
173,395
—
35,675
( 35,675 )
173,395
Impairment of property and equipment
23,363
—
3,702
( 3,702 )
23,363
Other
86,207
131,298
1,756
( 1,756 )
217,505
Total operating expenses
1,008,869
131,298
100,511
( 100,511 )
1,140,167
Operating income (loss)
$
1,086,666
( 25,148 )
128,396
( 128,396 )
1,061,518
Equity in earnings of unconsolidated affiliates
$
14,713
—
22,824
( 22,824 )
14,713
Capital expenditures for segment assets
$
260,864
—
77,767
( 77,767 )
260,864
Three Months Ended June 30, 2023
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Sales and revenues:
Third-party
$
909,092
43,793
274
( 274 )
952,885
Intersegment
420
—
258,013
( 258,013 )
420
Total revenue
909,512
43,793
258,287
( 258,287 )
953,305
Operating expenses:
Lease operating
28,748
—
—
—
28,748
Gathering, compression, processing, transportation and water handling
663,975
—
52,595
( 52,595 )
663,975
General and administrative
53,901
—
18,162
( 18,162 )
53,901
Depletion, depreciation and amortization
171,406
—
35,233
( 35,233 )
171,406
Impairment of property and equipment
15,710
—
—
—
15,710
Other
42,326
66,175
6,774
( 6,774 )
108,501
Total operating expenses
976,066
66,175
112,764
( 112,764 )
1,042,241
Operating income (loss)
$
( 66,554 )
( 22,382 )
145,523
( 145,523 )
( 88,936 )
Equity in earnings of unconsolidated affiliates
$
19,098
—
25,972
( 25,972 )
19,098
Capital expenditures for segment assets
$
637,096
—
41,782
( 41,782 )
637,096
30
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Six Months Ended June 30, 2022
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Sales and revenues:
Third-party
$
2,812,525
175,188
637
( 637 )
2,987,713
Intersegment
812
—
446,761
( 446,761 )
812
Total revenue
2,813,337
175,188
447,398
( 447,398 )
2,988,525
Operating expenses:
Lease operating
43,033
—
—
—
43,033
Gathering, compression, processing, transportation and water handling
1,246,490
—
85,311
( 85,311 )
1,246,490
General and administrative
80,130
—
34,010
( 34,010 )
80,130
Depletion, depreciation and amortization
341,783
—
63,975
( 63,975 )
341,783
Impairment of property and equipment
45,825
—
3,702
( 3,702 )
45,825
Other
144,151
230,194
2,850
( 2,850 )
374,345
Total operating expenses
1,901,412
230,194
189,848
( 189,848 )
2,131,606
Operating income (loss)
$
911,925
( 55,006 )
257,550
( 257,550 )
856,919
Equity in earnings of unconsolidated affiliates
$
39,891
—
46,056
( 46,056 )
39,891
Capital expenditures for segment assets
$
476,740
—
162,034
( 162,034 )
476,740
Six Months Ended June 30, 2023
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Sales and revenues:
Third-party
$
2,258,568
102,322
546
( 546 )
2,360,890
Intersegment
763
—
517,216
( 517,216 )
763
Total revenue
2,259,331
102,322
517,762
( 517,762 )
2,361,653
Operating expenses:
Lease operating
58,069
—
—
—
58,069
Gathering, compression, processing, transportation and water handling
1,309,147
—
110,468
( 110,468 )
1,309,147
General and administrative
111,162
—
35,509
( 35,509 )
111,162
Depletion, depreciation and amortization
338,988
—
70,429
( 70,429 )
338,988
Impairment of property and equipment
31,270
—
—
—
31,270
Other
99,164
171,299
7,488
( 7,488 )
270,463
Total operating expenses
1,947,800
171,299
223,894
( 223,894 )
2,119,099
Operating income (loss)
$
311,531
( 68,977 )
293,868
( 293,868 )
242,554
Equity in earnings of unconsolidated affiliates
$
36,779
—
50,428
( 50,428 )
36,779
Capital expenditures for segment assets
$
637,096
—
84,739
( 84,739 )
637,096
31
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The summarized assets of the Company’s reportable segments are as follows (in thousands):
As of December 31, 2022
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Investments in unconsolidated affiliates
$
220,429
—
652,767
( 652,767 )
220,429
Total assets
14,081,077
36,962
5,791,320
( 5,791,320 )
14,118,039
(Unaudited)
As of June 30, 2023
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Investments in unconsolidated affiliates
$
218,196
—
639,887
( 639,887 )
218,196
Total assets
13,747,226
19,584
5,752,883
( 5,752,883 )
13,766,810
(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 tables set forth below present summarized financial information of Antero, as parent, and its guarantor subsidiaries (in thousands). The Company ’s wholly owned subsidiaries are not restricted from making distributions to the Company.
32
Table of Contents
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Balance Sheet
(Unaudited)
December 31, 2022
June 30, 2023
Current assets
$
739,104
363,698
Noncurrent assets
12,663,911
12,775,341
Total assets
$
13,403,015
13,139,039
Accounts payable, related parties
$
80,708
95,360
Other current liabilities
1,668,426
1,398,840
Total current liabilities
1,749,134
1,494,200
Noncurrent liabilities
5,306,539
5,184,049
Total liabilities
$
7,055,673
6,678,249
Statement of Operations
Six Months Ended
June 30, 2023
Revenues
$
2,275,190
Operating expenses
2,095,558
Income from operations
179,632
Net income and comprehensive income including noncontrolling interests
130,347
Net income and comprehensive income attributable to Antero Resources Corporation
$
130,347
33
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.