Item 1. Financial Statements
Item 1.
Financial Statements (Unaudited)
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
29
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
39
Item 4.
Controls and Procedures
41
PART II—OTHER INFORMATION
41
Item 1.
Legal Proceedings
41
Item 1A.
Risk Factors
41
Item 2.
Unregistered Sales of Equity Securities
41
Item 4.
Mine Safety Disclosures
42
Item 5
Other Information
42
Item 6.
Exhibits
43
SIGNATURES
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. When considering these forward-looking statements, investors should keep in mind the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2023. 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 natural gas, natural gas liquids (“NGLs”) and oil 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, NGLs and oil prices;
● impacts of geopolitical events, including the conflicts in Ukraine and in the Middle East, 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;
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● 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, 2023 (the “2023 Form 10-K”), which is on file with the Securities and Exchange Commission (“SEC”).
Reserve engineering is a process of estimating underground accumulations of natural gas, NGLs and oil that cannot be measured in an exact manner. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data, and the price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing and production activities, or changes in commodity prices, may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas, NGLs and oil that are ultimately recovered.
Should one or more of the risks or uncertainties described or referenced in this Quarterly Report on Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.
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PART I—FINANCIAL INFORMATION
ANTERO RESOURCES CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
(Unaudited)
December 31,
March 31,
2023
2024
Assets
Current assets:
Accounts receivable
$
42,619
40,121
Accrued revenue
400,805
326,218
Derivative instruments
5,175
6,579
Prepaid expenses
12,901
12,326
Other current assets
14,192
17,468
Total current assets
475,692
402,712
Property and equipment:
Oil and gas properties, at cost (successful efforts method):
Unproved properties
974,642
962,738
Proved properties
13,908,804
14,060,385
Gathering systems and facilities
5,802
5,802
Other property and equipment
98,668
104,409
14,987,916
15,133,334
Less accumulated depletion, depreciation and amortization
( 5,063,274 )
( 5,179,844 )
Property and equipment, net
9,924,642
9,953,490
Operating leases right-of-use assets
2,965,880
2,932,501
Derivative instruments
5,570
3,929
Investment in unconsolidated affiliate
222,255
226,034
Other assets
25,375
29,828
Total assets
$
13,619,414
13,548,494
Liabilities and Equity
Current liabilities:
Accounts payable
$
38,993
38,081
Accounts payable, related parties
86,284
93,707
Accrued liabilities
381,340
314,957
Revenue distributions payable
361,782
358,560
Derivative instruments
15,236
14,148
Short-term lease liabilities
540,060
535,617
Deferred revenue, VPP
27,101
26,593
Other current liabilities
1,295
1,240
Total current liabilities
1,452,091
1,382,903
Long-term liabilities:
Long-term debt
1,537,596
1,510,109
Deferred income tax liability, net
834,268
844,230
Derivative instruments
32,764
25,538
Long-term lease liabilities
2,428,450
2,399,274
Deferred revenue, VPP
60,712
54,482
Other liabilities
59,431
60,082
Total liabilities
6,405,312
6,276,618
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; 303,544 and 310,170 shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively
3,035
3,102
Additional paid-in capital
5,846,541
5,879,578
Retained earnings
1,131,828
1,168,173
Total stockholders' equity
6,981,404
7,050,853
Noncontrolling interests
232,698
221,023
Total equity
7,214,102
7,271,876
Total liabilities and equity
$
13,619,414
13,548,494
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)
(In thousands, except per share amounts)
Three Months Ended March 31,
2023
2024
Revenue and other:
Natural gas sales
$
668,315
474,133
Natural gas liquids sales
495,435
517,862
Oil sales
51,811
64,717
Commodity derivative fair value gains
126,192
9,446
Marketing
58,529
48,520
Amortization of deferred revenue, VPP
7,533
6,738
Other revenue and income
533
855
Total revenue
1,408,348
1,122,271
Operating expenses:
Lease operating
29,321
29,121
Gathering, compression, processing and transportation
645,172
672,281
Production and ad valorem taxes
49,276
58,168
Marketing
81,361
59,813
Exploration and mine expenses
763
602
General and administrative (including equity-based compensation expense of $ 13,018 and $ 16,077 in 2023 and 2024, respectively)
57,261
55,862
Depletion, depreciation and amortization
167,582
173,054
Impairment of property and equipment
15,560
5,190
Accretion of asset retirement obligations
878
776
Contract termination and loss contingency
29,550
2,039
Loss (gain) on sale of assets
( 91 )
188
Other operating expense
225
17
Total operating expenses
1,076,858
1,057,111
Operating income
331,490
65,160
Other income (expense):
Interest expense, net
( 25,700 )
( 30,187 )
Equity in earnings of unconsolidated affiliate
17,681
23,347
Loss on convertible note inducement
( 86 )
—
Total other expense
( 8,105 )
( 6,840 )
Income before income taxes
323,385
58,320
Income tax expense
( 62,183 )
( 10,033 )
Net income and comprehensive income including noncontrolling interests
261,202
48,287
Less: net income and comprehensive income attributable to noncontrolling interests
47,771
11,942
Net income and comprehensive income attributable to Antero Resources Corporation
$
213,431
36,345
Net income per common share—basic
$
0.72
0.12
Net income per common share—diluted
$
0.69
0.12
Weighted average number of common shares outstanding:
Basic
296,763
304,943
Diluted
311,846
312,503
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In thousands)
Additional
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
Balances, December 31, 2023
303,544
$
3,035
5,846,541
1,131,828
—
$
—
232,698
7,214,102
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
552
6
( 9,030 )
—
—
—
—
( 9,024 )
Conversion of 2026 Convertible Notes
6,074
61
25,990
—
—
—
—
26,051
Equity-based compensation
—
—
16,077
—
—
—
—
16,077
Distributions to noncontrolling interests
—
—
—
—
—
—
( 23,617 )
( 23,617 )
Net income and comprehensive income
—
—
—
36,345
—
—
11,942
48,287
Balances, March 31, 2024
310,170
$
3,102
5,879,578
1,168,173
—
$
—
221,023
7,271,876
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Three Months Ended March 31,
2023
2024
Cash flows provided by (used in) operating activities:
Net income including noncontrolling interests
$
261,202
48,287
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation, amortization and accretion
168,460
173,830
Impairments
15,560
5,190
Commodity derivative fair value gains
( 126,192 )
( 9,446 )
Gains (losses) on settled commodity derivatives
( 14,268 )
1,368
Payments for derivative monetizations
( 202,339 )
—
Deferred income tax expense
62,149
9,962
Equity-based compensation expense
13,018
16,077
Equity in earnings of unconsolidated affiliate
( 17,681 )
( 23,347 )
Dividends of earnings from unconsolidated affiliate
31,285
31,285
Amortization of deferred revenue
( 7,533 )
( 6,738 )
Amortization of debt issuance costs and other
871
715
Settlement of asset retirement obligations
( 308 )
( 322 )
Contract termination and loss contingency
—
200
Loss (gain) on sale of assets
( 91 )
188
Loss on convertible note inducement
86
—
Changes in current assets and liabilities:
Accounts receivable
5,282
2,498
Accrued revenue
328,349
74,587
Prepaid expenses and other current assets
20,596
( 2,701 )
Accounts payable including related parties
34,604
3,244
Accrued liabilities
( 143,346 )
( 60,825 )
Revenue distributions payable
( 86,331 )
( 3,222 )
Other current liabilities
529
780
Net cash provided by operating activities
343,902
261,610
Cash flows provided by (used in) investing activities:
Additions to unproved properties
( 73,527 )
( 27,044 )
Drilling and completion costs
( 273,154 )
( 188,905 )
Additions to other property and equipment
( 4,631 )
( 6,500 )
Proceeds from asset sales
91
363
Change in other assets
417
( 4,724 )
Net cash used in investing activities
( 350,804 )
( 226,810 )
Cash flows provided by (used in) financing activities:
Repurchases of common stock
( 75,356 )
—
Borrowings on Credit Facility
1,492,700
1,125,700
Repayments on Credit Facility
( 1,347,400 )
( 1,127,600 )
Convertible note inducement
( 86 )
—
Distributions to noncontrolling interests in Martica Holdings LLC
( 51,339 )
( 23,617 )
Employee tax withholding for settlement of equity compensation awards
( 11,459 )
( 9,024 )
Other
( 158 )
( 259 )
Net cash provided by (used in) financing activities
6,902
( 34,800 )
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
$
43,239
48,252
Decrease in accounts payable and accrued liabilities for additions to property and equipment
$
( 9,918 )
( 3,275 )
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(1) Organization
Antero Resources Corporation (individually referred to as “Antero” and together with its consolidated subsidiaries “Antero Resources,” or the “Company”) is engaged in the development, production, exploration and acquisition of natural gas, NGLs and oil properties in the Appalachian Basin in West Virginia and Ohio. The Company targets large, repeatable resource plays where horizontal drilling and advanced fracture stimulation technologies provide the means to economically develop and produce natural gas, NGLs and oil from unconventional formations. The Company’s corporate headquarters is located in Denver, Colorado.
(2) Summary of Significant Accounting Policies
(a)
Basis of Presentation
These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial information and should be read in the context of the Company’s December 31, 2023 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, 2023 consolidated financial statements were included in Antero Resources’ 2023 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, 2023 and March 31, 2024, results of operations and cash flows for the three months ended March 31, 2023 and 2024. 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 three months ended March 31, 2024 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, 2023, the book overdrafts included within accounts payable and revenue distributions payable were $ 11 million and $ 19 million, respectively. As of March 31, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $ 7 million and $ 24 million, respectively.
(d)
Net Income Per Common Share
Net income per common share—basic for each period is computed by dividing net income attributable to Antero by the basic weighted average number of common shares outstanding during the period. Net income 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”)
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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 common 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 common shares outstanding are equal to basic weighted average common 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 attributable to common stockholders for basic and diluted net income per common share (in thousands):
Three Months Ended March 31,
2023
2024
Net income attributable to Antero Resources Corporation—common shareholders
$
213,431
36,345
Add: Interest expense for 2026 Convertible Notes
616
256
Less: Tax-effect of interest expense for 2026 Convertible Notes
( 132 )
( 56 )
Net income attributable to Antero Resources Corporation—common shareholders and assumed conversions
$
213,915
36,545
Net income per common share—basic
$
0.72
0.12
Net income per common share—diluted
$
0.69
0.12
Weighted average common shares outstanding—basic
296,763
304,943
Weighted average common shares outstanding—diluted
311,846
312,503
The following is a reconciliation of the Company’s basic weighted average common shares outstanding to diluted weighted average common shares outstanding during the periods presented (in thousands):
Three Months Ended March 31,
2023
2024
Basic weighted average number of common shares outstanding
296,763
304,943
Add: Dilutive effect of RSUs
2,150
1,307
Add: Dilutive effect of PSUs
1,060
1,389
Add: Dilutive effect of 2026 Convertible Notes
11,873
4,864
Diluted weighted average number of common shares outstanding
311,846
312,503
Weighted average number of outstanding securities excluded from calculation of diluted net income per common share (1) :
RSUs
969
371
PSUs
414
—
Stock options
324
259
(1) The potential dilutive effects of these awards were excluded from the computation of net income per common share—diluted because the inclusion of these awards would have been anti-dilutive.
(e)
Recently Issued Accounting Standards
Reportable Segments
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosures primarily through enhanced disclosure of reportable segment expenses. This ASU is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 is required to be applied retrospectively to all prior
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
periods presented in the financial statements. The Company is evaluating the impact that ASU 2023-07 will have on the financial statements and its plans for adoption, including the adoption date.
Income Taxes
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others. This ASU is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted. The Company is evaluating the impact that ASU 2023-09 will have on the financial statements and its plans for adoption, including the adoption date and transition method .
(3) Transactions
(a)
Conveyance of Overriding Royalty Interest
On June 15, 2020, the Company announced the consummation of a transaction with an affiliate of Sixth Street Partners, LLC (“Sixth Street”) relating to certain overriding royalty interests across the Company’s existing asset base (the “ORRIs”). In connection with the transaction, the Company contributed the ORRIs to Martica and Sixth Street contributed $ 300 million in cash (subject to customary adjustments) and agreed to contribute up to an additional $ 102 million in cash if certain production thresholds attributable to the ORRIs were achieved in 2020 and 2021. The Company met these production thresholds and received the $ 102 million of additional contributions from Sixth Street during 2020 and 2021. All cash contributed by Sixth Street at the initial closing and received as part of these additional contributions was distributed to the Company.
The ORRIs include an overriding royalty interest of 1.25 % of the Company’s working interest in all of its operated proved developed properties in West Virginia and Ohio, subject to certain excluded wells (the “Initial PDP Override”), and an overriding royalty interest of 3.75 % of the Company’s working interest in all of its undeveloped properties in West Virginia and Ohio (the “Development Override”). Wells turned to sales after April 1, 2020 and prior to the later of (a) the date on which the Company turns to sales 2.2 million lateral feet (net to the Company’s interest) of horizontal wells burdened by the Development Override or (b) the earlier of (i) April 1, 2023 or (ii) the date on which the Company turns to sales 3.82 million lateral feet (net to the Company’s interest) of horizontal wells are subject to the Development Override. As of April 1, 2023, Sixth Street no longer has the right to participate in any new wells, and Martica reconveyed the Development Override to the Company, except for the portion relating to wells turned to sales prior to April 1, 2023.
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, 24 % of the Incremental Override (or a 0.48 % overriding royalty interest) will remain with Martica.
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 through 2024, 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
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
participate in all four annual tranches. Antero Resources develops and manages the drilling program associated with each tranche, including the selection of wells. Additionally, for each annual tranche, 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 development capital of 20 %, 15 % and 15 % for wells spud in 2021, 2022 and 2023, respectively, and will fund 20 % of development capital 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. The Company received a carry of $ 29 million for each of the 2021 and 2022 tranches during the three months ended December 31, 2022 and 2023. 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 FASB Accounting Standards Codification (“ASC”) Topic 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 months ended March 31, 2023 and 2024.
(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 consolidated financial statements for more information on reportable segments.
Three Months Ended March 31,
2023
2024
Reportable Segment
Revenues from contracts with customers:
Natural gas sales
$
668,315
474,133
Exploration and production
Natural gas liquids sales (ethane)
72,050
63,030
Exploration and production
Natural gas liquids sales (C3+ NGLs)
423,385
454,832
Exploration and production
Oil sales
51,811
64,717
Exploration and production
Marketing
58,529
48,520
Marketing
Other revenue
175
273
Exploration and production
Total revenue from contracts with customers
1,274,265
1,105,505
Income from derivatives, deferred revenue and other sources, net
134,083
16,766
Total revenue
$
1,408,348
1,122,271
(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 FASB ASC Topic 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.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(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, 2023 and March 31, 2024, the Company’s receivables from contracts with customers were $ 401 million and $ 326 million, respectively.
(5) Equity Method Investment
As of March 31, 2024, Antero owned 28.9 % 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, 2023 (1)
$
222,255
Equity in earnings of unconsolidated affiliate
23,347
Dividends from unconsolidated affiliate
( 31,285 )
Elimination of intercompany profit
11,717
Balance as of March 31, 2024 (1)
$
226,034
(1) The fair value of the Company’s investment in Antero Midstream as of December 31, 2023 and March 31, 2024 was $ 1.7 billion and $ 2.0 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,
March 31,
2023
2024
Capital expenditures
$
38,848
28,755
Gathering, compression, processing and transportation expenses
160,758
159,657
Marketing expenses
36,428
18,667
Interest expense, net
33,066
14,331
Production and ad valorem taxes
51,516
48,004
General and administrative expense
35,641
21,988
Derivative settlements payable
1,037
269
Other
24,046
23,286
Total accrued liabilities
$
381,340
314,957
(7) Long-Term Debt
Long-term debt consisted of the following items (in thousands):
(Unaudited)
December 31,
March 31,
2023
2024
Credit Facility (a)
$
417,200
415,300
8.375 % senior notes due 2026 (b)
96,870
96,870
7.625 % senior notes due 2029 (c)
407,115
407,115
5.375 % senior notes due 2030 (d)
600,000
600,000
4.25 % convertible senior notes due 2026 (e)
26,386
—
Total principal
1,547,571
1,519,285
Unamortized debt issuance costs
( 9,975 )
( 9,176 )
Long-term debt
$
1,537,596
1,510,109
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(a) Senior Secured Revolving Credit Facility
Antero Resources has a senior secured revolving credit facility (the “Credit Facility”) with a consortium of bank lenders. 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, 2023 and March 31, 2024, the Credit Facility had a borrowing base of $ 3.5 billion with lender commitments of $ 1.6 billion. The borrowing base was re-affirmed in the semi-annual redetermination in April 2024. 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 March 31, 2024, the Credit Facility had an available borrowing capacity of $ 752 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, 2023 and March 31, 2024.
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, 2023, Antero Resources had an outstanding balance under the Credit Facility of $ 417 million, with a weighted average interest rate of 7.71 %, and outstanding letters of credit of $ 501 million. As of March 31, 2024, Antero Resources had an outstanding balance under the Credit Facility of $ 415 million, with a weighted average interest rate of 7.68 %, and outstanding letters of credit of $ 443 million.
(b) 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 March 31, 2024, $ 97 million principal amount of the 2026 Notes remained outstanding. 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 at redemption prices ranging from 104.188 % currently to 100.00 % on or after January 15, 2026. 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.
(c) 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 March 31, 2024, $ 407 million principal amount of the 2029 Notes remained outstanding. The 2029 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2029 Notes rank pari passu to Antero Resources’ other outstanding senior notes. The 2029 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries. Interest on the 2029 Notes is payable on February 1 and August 1 of each year. Antero Resources may redeem all or part of the 2029 Notes at any time at redemption prices ranging from 103.813 % currently to 100.00 % on or after February 1, 2027. If Antero Resources undergoes a change of
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
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.
(d) 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.
(e) 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. Transaction costs related to the 2026 Convertible Notes 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.
The Company extinguished $ 206 million principal amount of the 2026 Convertible Notes in 2021. In addition, between 2022 and the first quarter of 2024, $ 81 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms or induced into conversion by the Company, and as of March 31, 2024, no 2026 Convertible Notes remained outstanding. See “—Conversions and Inducements,” for more information.
The 2026 Convertible Notes bore 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. The initial conversion rate was 230.2026 shares of Antero Resources’ common stock per $1,000 principal amount of 2026 Convertible Notes, and such conversion rate was not adjusted during the term for which the 2026 Convertible Notes were outstanding. The noteholders had the right to convert their 2026 Convertible Notes only upon the occurrence of certain events pursuant to the terms and conditions provided in the indenture governing the 2026 Convertible Notes. Upon conversion, Antero Resources could 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.
Conversions and Inducements
During the three months ended March 31, 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.
On March 11, 2024, the Company called the $ 26 million aggregate principal amount of the 2026 Convertible Notes that remained outstanding for redemption on April 1, 2024, at a redemption price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest. The Company’s election to call the remaining 2026 Convertible Notes allowed holders of the 2026 Convertible Notes to exercise their conversion right through March 28, 2024. During the three months
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
ended March 31, 2024, all remaining $ 26 million aggregate principal amount of the 2026 Convertible Notes converted pursuant to their terms. The Company elected to settle these conversions by issuing 6 million shares of common stock to the noteholders.
(8) Asset Retirement Obligations
The following table presents a reconciliation of the Company’s asset retirement obligations (in thousands):
Asset retirement obligations—December 31, 2023
$
59,214
Obligations incurred
131
Accretion expense
776
Settlement of obligations
( 322 )
Revisions to prior estimates
55
Asset retirement obligations—March 31, 2024
$
59,854
Asset retirement obligations are included in other liabilities on the Company’s condensed consolidated balance sheets.
(9) Equity-Based Compensation
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.
The 2020 Plan provides for the reservation of 10,050,000 shares of the Company’s common stock, plus the number of certain shares that become available again for delivery from the 2013 Plan in accordance with the share recycling provisions described below. The share recycling provisions allow for all or any portion of an award (including an award granted under the 2013 Plan that was outstanding as of June 17, 2020) that expires or is cancelled, forfeited, exchanged, settled for cash or otherwise terminated without actual delivery of the shares to be considered not delivered and thus, available for new awards under the 2020 Plan. Further, any shares withheld or surrendered in payment of any taxes relating to awards that were outstanding under either the 2013 Plan as of June 17, 2020 or are granted under the 2020 Plan (other than stock options and stock appreciation rights), will again be available for new awards under the 2020 Plan.
A total of 5,507,361 shares were available for future grant under the 2020 Plan as of March 31, 2024.
The Company’s equity-based compensation expense, by type of award, is as follows (in thousands):
Three Months Ended March 31,
2023
2024
RSU awards
$
7,262
9,261
PSU awards
5,405
6,440
Converted AM RSU Awards (1)
1
—
Equity awards issued to directors
350
376
Total expense
$
13,018
16,077
(1) Antero Resources recognized compensation expense for equity awards granted by Antero Midstream Partners LP’s (‘Antero Midstream Partners”) under its equity compensation plans prior to March 12, 2019 (date of deconsolidation) because the awards under such plans were accounted for as if they were distributed by Antero Midstream Partners to Antero Resources. Antero Resources allocated a portion of equity-based compensation expense related to grants prior to March 12, 2019 to Antero Midstream Partners based on its proportionate share of Antero Resources’ labor costs. As of March 31, 2023, all such awards were fully vested, and there is no remaining unamortized expense attributable to these awards after such date .
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(a) Restricted Stock Unit Awards
A summary of RSU award activity is as follows:
Weighted
Average
Number
Grant Date
of Units
Fair Value
Total awarded and unvested—December 31, 2023
3,521,050
$
22.40
Granted
1,384,318
26.48
Vested
( 468,325 )
25.66
Forfeited
( 1,058 )
26.01
Total awarded and unvested—March 31, 2024
4,435,985
$
23.33
As of March 31, 2024, there was $ 84 million of unamortized equity-based compensation expense related to unvested RSUs. That expense is expected to be recognized over a weighted average period of 2.2 years.
(b)
Performance Share Unit Awards
Performance Share Unit Awards Based on Total Shareholder Return
In March 2024, 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, 2025, March 7, 2026 and March 7, 2027, and one cumulative three-year performance period ending on March 7, 2027, in each case, subject to certain continued employment criteria (“2024 Absolute TSR PSUs”). 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 2024 Absolute TSR PSUs ranges from zero to 200 % of the target number of 2024 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 2024 Absolute TSR PSUs:
Dividend yield
—
%
Volatility
55
%
Risk-free interest rate
4.23
%
Weighted average fair value of awards granted
$
32.29
Performance Share Unit Awards Based on Leverage Ratio
In 2021, 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, 2021, December 31, 2022, and December 31, 2023, in each case, subject to certain continued employment criteria (“2021 Leverage Ratio PSUs”). The number of shares of common stock that could ultimately be earned ranged from zero to 200 % of the target number of PSUs granted. The performance conditions for the performance periods ended December 31, 2021, 2022 and 2023 were met at 200 % of target. During the first quarter of 2024, the 2021 Leverage Ratio PSUs vested and converted into approximately 0.4 million shares of common stock.
In March 2024, 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, 2024 December 31, 2025 and December 31, 2026, in each case, subject to certain continued employment criteria (“2024 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 2024 Leverage Ratio PSUs ranges from zero to 200 % of the target number of 2024
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Leverage Ratio PSUs originally granted. Expense related to the 2024 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 March 31, 2024, the likelihood of achieving the performance conditions related to the 2024 Leverage Ratio PSUs was probable.
Summary Information for Performance Share Unit Awards
A summary of PSU activity is as follows:
Weighted
Average
Number
Grant Date
of Units
Fair Value
Total awarded and unvested—December 31, 2023
1,412,191
$
29.54
Granted
354,016
29.39
Vested
( 207,456 )
9.52
Total awarded and unvested—March 31, 2024
1,558,751
$
32.17
As of March 31, 2024, 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 1.6 years.
(10) Fair Value
The carrying values of accounts receivable and accounts payable as of December 31, 2023 and March 31, 2024 approximated market values because of their short-term nature. The carrying values of the amounts outstanding under the Credit Facility as of December 31, 2023 and March 31, 2024 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, 2023
March 31, 2024
Fair
Carrying
Fair
Carrying
Value (1)
Value (2)
Value (1)
Value (2)
2026 Notes
$
99,534
96,351
100,503
96,412
2029 Notes
417,781
403,441
416,764
403,590
2030 Notes
573,720
594,622
574,380
594,807
2026 Convertible Notes
138,337
25,982
—
—
Total
$
1,229,372
1,120,396
1,091,647
1,094,809
(1) Fair values are based on Level 2 market data inputs.
(2) Carrying values are presented net of unamortized debt issuance costs.
See Note 9—Equity-Based Compensation 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.
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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 months ended March 31, 2023 and 2024. 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 and comprehensive income.
As of March 31, 2024, 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
Propane
April-December 2024
Mont Belvieu Propane-OPIS TET
10,000
Bbl/day
$
33.67
/Bbl
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 March 31, 2024, 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
April-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
As of March 31, 2024, 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
April-December 2024
NYMEX to TCO
50,000
MMBtu/day
$
0.530
/MMBtu
As of March 31, 2024, the Company’s fixed price swap positions for Martica, the Company’s consolidated VIE, were as follows:
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Weighted
Average
Commodity / Settlement Period
Index
Contracted Volume
Price
Natural Gas
April-December 2024
Henry Hub
23,216
MMBtu/day
$
2.33
/MMBtu
January-March 2025
Henry Hub
18,021
MMBtu/day
2.53
/MMBtu
Oil
April-December 2024
West Texas Intermediate
41
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 Location
December 31, 2023
March 31, 2024
Asset derivatives not designated as hedges for accounting purposes:
Embedded derivatives—current
Derivative instruments
$
5,175
6,579
Embedded derivatives—noncurrent
Derivative instruments
5,570
3,929
Total asset derivatives (1)
10,745
10,508
Liability derivatives not designated as hedges for accounting purposes:
Commodity derivatives—current (2)
Derivative instruments
15,236
14,148
Commodity derivatives—noncurrent (2)
Derivative instruments
32,764
25,538
Total liability derivatives (1)
48,000
39,686
Net derivatives liability (1)
$
( 37,255 )
( 29,178 )
(1) The fair value of derivative instruments was determined using Level 2 inputs.
(2) As of December 31, 2023, approximately $ 5 million of commodity derivative liabilities, including $ 3 million of current commodity derivatives and $ 2 million of noncurrent commodity derivatives, are attributable to the Company’s consolidated VIE, Martica. As of March 31, 2024, $ 2 million of current commodity derivative liabilities are attributable to the Company’s consolidated VIE, Martica.
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, 2023
March 31, 2024
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
$
406
( 406 )
—
2,310
( 2,310 )
—
Embedded derivative assets
10,745
—
10,745
10,508
—
10,508
Commodity derivative liabilities
( 48,406 )
406
( 48,000 )
( 41,996 )
2,310
( 39,686 )
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
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 and comprehensive income (in thousands):
Statement of
Operations
Three Months Ended March 31,
Location
2023
2024
Commodity derivative fair value gains (1)
Revenue
$
127,080
8,266
Embedded derivative fair value gains (losses) (1)
Revenue
( 888 )
1,180
(1) The fair value of derivative instruments was determined using Level 2 inputs .
Commodity derivative fair value gains for the three months ended March 31, 2023, includes a loss of $ 202 million related to the early settlement of the Company’s natural gas swaption agreement. 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.
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.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(a) Supplemental Balance Sheet Information Related to Leases
The Company’s lease assets and liabilities consisted of the following items (in thousands):
(Unaudited)
December 31,
March 31,
Leases
Balance Sheet Classification
2023
2024
Operating Leases
Operating lease right-of-use assets:
Processing plants
Operating lease right-of-use assets
$
1,611,903
1,550,542
Drilling rigs and completion services
Operating lease right-of-use assets
32,187
24,567
Gas gathering lines and compressor stations (1)
Operating lease right-of-use assets
1,283,668
1,320,473
Office space
Operating lease right-of-use assets
37,706
36,592
Other office and field equipment
Operating lease right-of-use assets
416
327
Total operating lease right-of-use assets
$
2,965,880
2,932,501
Operating lease liabilities:
Short-term operating lease liabilities
Short-term lease liabilities
$
538,954
534,463
Long-term operating lease liabilities
Long-term lease liabilities
2,425,785
2,396,916
Total operating lease liabilities
$
2,964,739
2,931,379
Finance Leases
Finance lease right-of-use assets:
Vehicles
Other property and equipment
$
3,771
3,512
Total finance lease right-of-use assets (2)
$
3,771
3,512
Finance lease liabilities:
Short-term finance lease liabilities
Short-term lease liabilities
$
1,106
1,154
Long-term finance lease liabilities
Long-term lease liabilities
2,665
2,358
Total finance lease liabilities
$
3,771
3,512
(1) Gas gathering lines and compressor stations includes $ 1.3 billion related to Antero Midstream as of December 31, 2023 and March 31, 2024. See “—Related party lease disclosure” for additional discussion.
(2) Financing lease assets are recorded net of accumulated amortization of $ 1 million and $ 2 million as of December 31, 2023 and March 31, 2024 , respectively.
The processing plants, gathering lines and compressor stations that are classified as lease liabilities are classified as such under FASB ASC Topic 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.
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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 income (in thousands):
Three Months Ended March 31,
Cost
Classification
Location
2023
2024
Operating lease cost
Statement of operations
Gathering, compression, processing and transportation
$
381,283
422,068
Operating lease cost
Statement of operations
General and administrative
2,937
3,083
Operating lease cost
Statement of operations
Contract termination
1,122
—
Operating lease cost
Statement of operations
Lease operating
21
21
Operating lease cost
Balance sheet
Proved properties (1)
39,770
33,412
Total operating lease cost
$
425,133
458,584
Finance lease cost:
Amortization of right-of-use assets
Statement of operations
Depletion, depreciation and amortization
$
92
430
Interest on lease liabilities
Statement of operations
Interest expense
114
148
Total finance lease cost
$
206
578
Short-term lease payments
$
37,701
29,443
(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):
Three Months Ended March 31,
2023
2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
315,665
350,925
Operating cash flows from finance leases
114
148
Investing cash flows from operating leases
32,880
27,976
Financing cash flows from finance leases
158
259
Noncash activities:
Right-of-use assets obtained in exchange for new operating lease obligations
$
51,208
97,137
Increase to existing right-of-use assets and lease obligations from operating lease modifications, net (1)
$
40,130
4,511
(1) During the three months ended March 31, 2023, the weighted average discount rate for remeasured operating leases increased from 5.2 % as of December 31, 2022 to 5.8 % as of March 31, 2023. During the three months ended March 31, 2024, the weighted average discount rate for remeasured operating leases decreased from 6.5 % as of December 31, 2023 to 5.9 % as of March 31, 2024.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(d) Maturities of Lease Liabilities
The table below is a schedule of future minimum payments for operating and financing lease liabilities as of March 31, 2024 (in thousands):
Operating Leases
Financing Leases
Total
Remainder of 2024
$
529,813
1,221
531,034
2025
617,055
1,585
618,640
2026
564,617
1,229
565,846
2027
465,509
197
465,706
2028
388,720
23
388,743
Thereafter
943,220
10
943,230
Total lease payments
3,508,934
4,265
3,513,199
Less: imputed interest
( 577,555 )
( 753 )
( 578,308 )
Total
$
2,931,379
3,512
2,934,891
(e) Lease Term and Discount Rate
The following table sets forth the Company’s weighted average remaining lease term and discount rate:
December 31, 2023
March 31, 2024
Operating Leases
Finance Leases
Operating Leases
Finance Leases
Weighted average remaining lease term
6.5 years
3.0 years
6.5 years
2.7 years
Weighted average discount rate
5.9
%
8.3
%
5.7
%
8.3
%
(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) a gathering and compression agreement from Antero Midstream’s acquisition of certain Marcellus gathering and compression assets (the “Marcellus gathering and compression agreement”) 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 agreement, 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 agreement expires in 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 agreement 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 Consumer Price Index (“CPI”)-based adjustments. 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, the Marcellus gathering and compression agreement provides for a minimum volume commitment that requires the Company to utilize or pay for 25 % of the compression capacity for a period of 10 years from the in-service date.
The 2019 gathering and compression agreement includes a growth incentive fee program that expired on December 31, 2023 whereby low pressure gathering fees were reduced during the three months ended March 31, 2023 to the extent the Company achieved certain quarterly volumetric targets. The Company’s throughput gathered under the Marcellus gathering and compression assets acquired by the Company was not considered in the 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
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by notice from either the Company or Antero Midstream to the other party on or before the 180 th day prior to the anniversary of such agreement. The Company earned fee rebates for the three months ended March 31, 2023 of $ 12 million.
Gathering and compression fees paid by Antero related to these agreements were $ 176 million and $ 199 million for the three months ended March 31, 2023 and 2024, respectively. As of December 31, 2023 and March 31, 2024, $ 65 million and $ 78 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 March 31, 2024 (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 2024
$
888,016
52,558
414,011
117,023
6,924
1,478,532
2025
1,171,660
58,664
488,686
129,954
5,692
1,854,656
2026
1,169,189
25,487
463,053
102,794
3,067
1,763,590
2027
1,164,202
24,198
387,672
78,034
375
1,654,481
2028
1,105,766
22,865
331,264
57,477
—
1,517,372
Thereafter
4,413,811
83,609
850,205
93,026
—
5,440,651
Total
$
9,912,644
267,381
2,934,891
578,308
16,058
13,709,282
(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.
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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 loss contingency in the statements of operations and comprehensive income. During the first quarter of 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 any delayed or cancelled contracts as of March 31, 2024.
(14) Contingencies
(a) 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.
(b) 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. While the amounts claimed could be material, we are unable to predict with certainty the ultimate outcome of such claims and proceedings. Rulings were recently received in two cases to which the Company is a party, and where the plaintiffs alleged, and the court found, that certain post-production costs may not be deducted: a non-class action lawsuit in West Virginia and a class action lawsuit in Ohio. In each case, the alleged damages were not material. The Company will continue to challenge the legal conclusions reached in each of these cases with respect to deductibility of post-production costs, and continues to analyze how these decisions may impact other cases to which the Company is a party. At this time, 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. The Company accrues for litigation, claims and proceedings when liability is both probable and the amount can be reasonably estimated, and does not currently have any material amounts accrued with respect to its pending litigation matters.
(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.
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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.
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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 March 31, 2023
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Sales and revenues:
Third-party
$
1,349,476
58,529
272
( 272 )
1,408,005
Intersegment
343
—
259,203
( 259,203 )
343
Total revenue
1,349,819
58,529
259,475
( 259,475 )
1,408,348
Operating expenses:
Lease operating
29,321
—
—
—
29,321
Gathering, compression, processing, transportation and water handling
645,172
—
57,873
( 57,873 )
645,172
General and administrative
57,261
—
17,347
( 17,347 )
57,261
Depletion, depreciation and amortization
167,582
—
35,196
( 35,196 )
167,582
Impairment of property and equipment
15,560
—
—
—
15,560
Other
56,838
105,124
714
( 714 )
161,962
Total operating expenses
971,734
105,124
111,130
( 111,130 )
1,076,858
Operating income (loss)
$
378,085
( 46,595 )
148,345
( 148,345 )
331,490
Equity in earnings of unconsolidated affiliates
$
17,681
—
24,456
( 24,456 )
17,681
Capital expenditures for segment assets
$
351,312
—
42,279
( 42,279 )
351,312
Three Months Ended March 31, 2024
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Sales and revenues:
Third-party
$
1,073,169
48,520
671
( 671 )
1,121,689
Intersegment
582
—
278,380
( 278,380 )
582
Total revenue
1,073,751
48,520
279,051
( 279,051 )
1,122,271
Operating expenses:
Lease operating
29,121
—
—
—
29,121
Gathering, compression, processing, transportation and water handling
672,281
—
53,918
( 53,918 )
672,281
General and administrative
55,862
—
21,221
( 21,221 )
55,862
Depletion, depreciation and amortization
173,054
—
37,095
( 37,095 )
173,054
Impairment of property and equipment
5,190
—
—
—
5,190
Other
61,790
59,813
566
( 566 )
121,603
Total operating expenses
997,298
59,813
112,800
( 112,800 )
1,057,111
Operating income (loss)
$
76,453
( 11,293 )
166,251
( 166,251 )
65,160
Equity in earnings of unconsolidated affiliates
$
23,347
—
27,530
( 27,530 )
23,347
Capital expenditures for segment assets
$
222,449
—
35,073
( 35,073 )
222,449
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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, 2023
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Investments in unconsolidated affiliates
$
222,255
—
626,650
( 626,650 )
222,255
Total assets
13,602,297
17,117
5,737,618
( 5,737,618 )
13,619,414
(Unaudited)
As of March 31, 2024
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Investments in unconsolidated affiliates
$
226,034
—
619,220
( 619,220 )
226,034
Total assets
13,536,624
11,870
5,749,241
( 5,749,241 )
13,548,494
(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 (i) 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, (ii) 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 (iii) 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.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Balance Sheets
(Unaudited)
December 31, 2023
March 31, 2024
Accounts receivable, non-guarantor subsidiaries
$
—
2,097
Other current assets
453,581
382,957
Total current assets
453,581
385,054
Noncurrent assets
12,562,439
12,575,551
Total assets
$
13,016,020
12,960,605
Accounts payable, related parties
$
86,284
93,707
Other current liabilities
1,360,102
1,282,960
Total current liabilities
1,446,386
1,376,667
Noncurrent liabilities
4,951,464
4,893,715
Total liabilities
$
6,397,850
6,270,382
Statement of Operations
Three Months Ended
March 31, 2024
Revenues
$
1,099,934
Operating expenses
1,046,716
Income from operations
53,218
Net income and comprehensive income including noncontrolling interests
36,345
Net income and comprehensive income attributable to Antero Resources Corporation
$
36,345
28
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.