Item 1. Financial Statements
Item 1.
Financial Statements (Unaudited)
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
33
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
49
Item 4.
Controls and Procedures
51
PART II—OTHER INFORMATION
51
Item 1.
Legal Proceedings
51
Item 1A.
Risk Factors
51
Item 2.
Unregistered Sales of Equity Securities
52
Item 4.
Mine Safety Disclosures
52
Item 5
Other Information
52
Item 6.
Exhibits
53
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;
1
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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,
September 30,
2023
2024
Assets
Current assets:
Accounts receivable
$
42,619
26,156
Accrued revenue
400,805
319,177
Derivative instruments
5,175
4,706
Prepaid expenses
12,901
7,042
Other current assets
14,192
11,565
Total current assets
475,692
368,646
Property and equipment:
Oil and gas properties, at cost (successful efforts method):
Unproved properties
974,642
960,116
Proved properties
13,908,804
14,309,543
Gathering systems and facilities
5,802
5,802
Other property and equipment
98,668
105,317
14,987,916
15,380,778
Less accumulated depletion, depreciation and amortization
( 5,063,274 )
( 5,447,104 )
Property and equipment, net
9,924,642
9,933,674
Operating leases right-of-use assets
2,965,880
2,658,288
Derivative instruments
5,570
2,507
Investment in unconsolidated affiliate
222,255
226,860
Other assets
25,375
33,643
Total assets
$
13,619,414
13,223,618
Liabilities and Equity
Current liabilities:
Accounts payable
$
38,993
37,096
Accounts payable, related parties
86,284
92,720
Accrued liabilities
381,340
316,059
Revenue distributions payable
361,782
328,353
Derivative instruments
15,236
15,989
Short-term lease liabilities
540,060
505,652
Deferred revenue, VPP
27,101
25,709
Other current liabilities
1,295
2,377
Total current liabilities
1,452,091
1,323,955
Long-term liabilities:
Long-term debt
1,537,596
1,622,316
Deferred income tax liability, net
834,268
831,972
Derivative instruments
32,764
17,780
Long-term lease liabilities
2,428,450
2,148,608
Deferred revenue, VPP
60,712
41,816
Other liabilities
59,431
55,839
Total liabilities
6,405,312
6,042,286
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 311,031 shares issued and outstanding as of December 31, 2023 and September 30, 2024, respectively
3,035
3,110
Additional paid-in capital
5,846,541
5,894,786
Retained earnings
1,131,828
1,082,066
Total stockholders' equity
6,981,404
6,979,962
Noncontrolling interests
232,698
201,370
Total equity
7,214,102
7,181,332
Total liabilities and equity
$
13,619,414
13,223,618
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
(In thousands, except per share amounts)
Three Months Ended September 30,
2023
2024
Revenue and other:
Natural gas sales
$
516,214
425,802
Natural gas liquids sales
482,570
504,200
Oil sales
62,629
52,724
Commodity derivative fair value gains
3,448
18,368
Marketing
53,068
47,160
Amortization of deferred revenue, VPP
7,701
6,812
Other revenue and income
546
854
Total revenue
1,126,176
1,055,920
Operating expenses:
Lease operating
33,484
29,597
Gathering, compression, processing and transportation
671,886
685,183
Production and ad valorem taxes
32,258
47,423
Marketing
69,542
62,144
Exploration
591
671
General and administrative (including equity-based compensation expense of $ 18,458 and $ 16,065 in 2023 and 2024, respectively)
58,425
54,627
Depletion, depreciation and amortization
176,259
170,197
Impairment of property and equipment
13,476
13,455
Accretion of asset retirement obligations
889
998
Contract termination, loss contingency and settlements
13,659
( 1,517 )
Gain on sale of assets
( 136 )
( 1,297 )
Other operating expense
111
342
Total operating expenses
1,070,444
1,061,823
Operating income (loss)
55,732
( 5,903 )
Other income (expense):
Interest expense, net
( 31,634 )
( 28,278 )
Equity in earnings of unconsolidated affiliate
22,207
25,634
Loss on early extinguishment of debt
—
( 528 )
Total other expense
( 9,427 )
( 3,172 )
Income (loss) before income taxes
46,305
( 9,075 )
Income tax expense
( 13,663 )
( 1,212 )
Net income (loss) and comprehensive income (loss) including noncontrolling interests
32,642
( 10,287 )
Less: net income and comprehensive income attributable to noncontrolling interests
14,834
10,157
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation
$
17,808
( 20,444 )
Net income (loss) per common share—basic
$
0.06
( 0.07 )
Net income (loss) per common share—diluted
$
0.06
( 0.07 )
Weighted average number of common shares outstanding:
Basic
300,141
311,025
Diluted
311,534
311,025
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
(In thousands, except per share amounts)
Nine Months Ended September 30,
2023
2024
Revenue and other:
Natural gas sales
$
1,621,659
1,274,503
Natural gas liquids sales
1,375,738
1,511,253
Oil sales
172,402
180,899
Commodity derivative fair value gains
137,924
22,229
Marketing
155,390
145,098
Amortization of deferred revenue, VPP
22,852
20,289
Other revenue and income
1,864
2,574
Total revenue
3,487,829
3,156,845
Operating expenses:
Lease operating
91,553
88,477
Gathering, compression, processing and transportation
1,981,033
2,020,906
Production and ad valorem taxes
117,692
147,524
Marketing
217,078
192,764
Exploration and mine expenses
2,097
1,916
General and administrative (including equity-based compensation expense of $ 44,988 and $ 49,293 in 2023 and 2024, respectively)
169,587
169,917
Depletion, depreciation and amortization
515,247
513,787
Impairment of property and equipment
44,746
18,958
Accretion of asset retirement obligations
2,971
2,554
Contract termination, loss contingency and settlements
47,650
3,531
Gain on sale of assets
( 447 )
( 1,127 )
Other operating expense
336
370
Total operating expenses
3,189,543
3,159,577
Operating income (loss)
298,286
( 2,732 )
Other income (expense):
Interest expense, net
( 85,262 )
( 91,146 )
Equity in earnings of unconsolidated affiliate
58,986
69,862
Loss on early extinguishment of debt
—
( 528 )
Loss on convertible note inducement
( 86 )
—
Total other expense
( 26,362 )
( 21,812 )
Income (loss) before income taxes
271,924
( 24,544 )
Income tax benefit (expense)
( 46,013 )
2,089
Net income (loss) and comprehensive income (loss) including noncontrolling interests
225,911
( 22,455 )
Less: net income and comprehensive income attributable to noncontrolling interests
77,756
27,307
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation
$
148,155
( 49,762 )
Net income (loss) per common share—basic
$
0.50
( 0.16 )
Net income (loss) per common share—diluted
$
0.48
( 0.16 )
Weighted average number of common shares outstanding:
Basic
298,461
308,932
Diluted
310,958
308,932
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
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
1,038
11
( 15,909 )
—
—
—
—
( 15,898 )
Equity-based compensation
—
—
13,512
—
—
—
—
13,512
Distributions to noncontrolling interests
—
—
—
—
—
—
( 31,745 )
( 31,745 )
Net income (loss) and comprehensive income (loss)
—
—
—
( 83,084 )
—
—
15,151
( 67,933 )
Balances, June 30, 2023
300,359
3,004
5,803,634
1,019,256
—
—
242,434
7,068,328
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
25
—
( 86 )
—
—
—
—
( 86 )
Conversion of 2026 Convertible Notes
2
—
7
—
—
—
—
7
Equity-based compensation
—
—
18,458
—
—
—
—
18,458
Distributions to noncontrolling interests
—
—
—
—
—
—
( 21,161 )
( 21,161 )
Net income and comprehensive income
—
—
—
17,808
—
—
14,834
32,642
Balances, September 30, 2023
300,386
$
3,004
5,822,013
1,037,064
—
$
—
236,107
7,098,188
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, 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
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
818
8
( 17,339 )
—
—
—
—
( 17,331 )
Equity-based compensation
—
—
17,151
—
—
—
—
17,151
Distributions to noncontrolling interests
—
—
—
—
—
—
( 19,282 )
( 19,282 )
Net income (loss) and comprehensive income (loss)
—
—
—
( 65,663 )
—
—
5,208
( 60,455 )
Balances, June 30, 2024
310,988
3,110
5,879,390
1,102,510
—
—
206,949
7,191,959
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes
43
—
( 669 )
—
—
—
—
( 669 )
Equity-based compensation
—
—
16,065
—
—
—
—
16,065
Distributions to noncontrolling interest
—
—
—
—
—
—
( 15,736 )
( 15,736 )
Net income (loss) and comprehensive income (loss)
—
—
—
( 20,444 )
—
—
10,157
( 10,287 )
Balances, September 30, 2024
311,031
$
3,110
5,894,786
1,082,066
—
$
—
201,370
7,181,332
See accompanying notes to unaudited condensed consolidated financial statements.
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ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Nine Months Ended September 30,
2023
2024
Cash flows provided by (used in) operating activities:
Net income (loss) including noncontrolling interests
$
225,911
( 22,455 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depletion, depreciation, amortization and accretion
518,218
516,341
Impairments
44,746
18,958
Commodity derivative fair value gains
( 137,924 )
( 22,229 )
Gains (losses) on settled commodity derivatives
( 16,511 )
11,530
Payments for derivative monetizations
( 202,339 )
—
Deferred income tax expense (benefit)
45,914
( 2,295 )
Equity-based compensation expense
44,988
49,293
Equity in earnings of unconsolidated affiliate
( 58,986 )
( 69,862 )
Dividends of earnings from unconsolidated affiliate
93,854
93,883
Amortization of deferred revenue
( 22,852 )
( 20,289 )
Amortization of debt issuance costs and other
2,601
1,900
Settlement of asset retirement obligations
( 633 )
( 3,171 )
Contract termination, loss contingency and settlements
11,901
5,143
Gain on sale of assets
( 447 )
( 1,127 )
Loss on early extinguishment of debt
—
528
Loss on convertible note inducement
86
—
Changes in current assets and liabilities:
Accounts receivable
( 1,440 )
16,463
Accrued revenue
334,294
81,628
Prepaid expenses and other current assets
32,584
8,486
Accounts payable including related parties
12,236
4,277
Accrued liabilities
( 118,316 )
( 63,395 )
Revenue distributions payable
( 129,966 )
( 33,429 )
Other current liabilities
4,627
1,108
Net cash provided by operating activities
682,546
571,286
Cash flows provided by (used in) investing activities:
Additions to unproved properties
( 139,121 )
( 69,033 )
Drilling and completion costs
( 759,852 )
( 509,303 )
Additions to other property and equipment
( 13,073 )
( 10,128 )
Proceeds from asset sales
447
7,484
Change in other assets
( 2,538 )
( 7,271 )
Net cash used in investing activities
( 914,137 )
( 588,251 )
Cash flows provided by (used in) financing activities:
Repurchases of common stock
( 75,356 )
—
Borrowings on Credit Facility
3,503,000
3,331,800
Repayments on Credit Facility
( 3,063,700 )
( 3,222,300 )
Payment of debt issuance costs
—
( 6,064 )
Convertible note inducement
( 86 )
—
Distributions to noncontrolling interests in Martica Holdings LLC
( 104,245 )
( 58,635 )
Employee tax withholding for settlement of equity-based compensation awards
( 27,443 )
( 27,024 )
Other
( 579 )
( 812 )
Net cash provided by financing activities
231,591
16,965
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
$
100,067
109,444
Decrease in accounts payable and accrued liabilities for additions to property and equipment
$
( 22,300 )
( 4,574 )
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 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 September 30, 2024, results of operations for the three and nine months ended September 30, 2023 and 2024 and cash flows for the nine months ended September 30, 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 and nine months ended September 30, 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 September 30, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $ 6 million and $ 18 million, respectively.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(d)
Net Income (Loss) Per Common Share
Net income (loss) per common share—basic for each period is computed by dividing net income (loss) attributable to Antero by the basic weighted average number of common shares outstanding during the period. Net income (loss) per common share—diluted for each period is computed after giving consideration to the potential dilution from (i) outstanding equity-based 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”) 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-based awards and the 2026 Convertible Notes are anti-dilutive.
The following is a reconciliation of the Company’s income (loss) attributable to common stockholders for basic and diluted net income (loss) per common share (in thousands):
Three Months Ended
Nine Months Ended
September 30,
September 30,
2023
2024
2023
2024
Net income (loss) attributable to Antero Resources Corporation—common shareholders
$
17,808
( 20,444 )
148,155
( 49,762 )
Add: Interest expense for 2026 Convertible Notes
470
—
1,555
—
Less: Tax-effect of interest expense for 2026 Convertible Notes
( 101 )
—
( 334 )
—
Net income (loss) attributable to Antero Resources Corporation—common shareholders and assumed conversions
$
18,177
( 20,444 )
149,376
( 49,762 )
Net income (loss) per common share—basic
$
0.06
( 0.07 )
0.50
( 0.16 )
Net income (loss) per common share—diluted
$
0.06
( 0.07 )
0.48
( 0.16 )
Weighted average common shares outstanding—basic
300,141
311,025
298,461
308,932
Weighted average common shares outstanding—diluted
311,534
311,025
310,958
308,932
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 September 30,
Nine Months Ended September 30,
2023
2024
2023
2024
Basic weighted average number of common shares outstanding
300,141
311,025
298,461
308,932
Add: Dilutive effect of RSUs
1,213
—
1,419
—
Add: Dilutive effect of PSUs
1,105
—
1,080
—
Add: Dilutive effect of 2026 Convertible Notes
9,075
—
9,998
—
Diluted weighted average number of common shares outstanding
311,534
311,025
310,958
308,932
Weighted average number of outstanding securities excluded from calculation of diluted net income (loss) per common share (1) :
RSUs
1,128
3,274
1,267
3,526
PSUs
100
1,675
199
1,790
Stock options
323
257
324
258
2026 Convertible Notes
—
—
—
1,615
(1) The potential dilutive effects of these securities were excluded from the computation of net income (loss) per common share—diluted because the inclusion of these securities would have been anti-dilutive.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(e)
Income Taxes
The Company recognizes deferred tax assets and liabilities for temporary differences resulting from net operating loss carryforwards for income tax purposes and the differences between the financial statement and tax basis of assets and liabilities. The effect of changes in tax laws or tax rates is recognized during the period such changes are enacted. The effect of tax credits related to historical periods is recognized during the period when such credit is claimed on a filed tax return.
The Company commissioned a multi-year research and development (“R&D”) tax credit study related to the Company’s drilling and completion methods that is expected to favorably impact the Company’s effective tax rate and future tax obligations when the results are recorded. The R&D tax study is expected to be finalized and filed on the Company’s federal and state tax returns, as applicable, during the fourth quarter of 2024.
(f)
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 periods presented in the financial statements. The Company is evaluating the impact that ASU 2023-07 will have on the financial statements. The Company plans to adopt ASU 2023-07 in the Annual Report on Form 10-K for the year ending December 31, 2024.
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 the transition method it plans to use for adoption. The Company plans to adopt ASU 2023-09 in the Annual Report on Form 10-K for the year ending December 31, 2025.
(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,
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
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) could be re-conveyed to the Company (at the Company’s election) if certain production targets attributable to the ORRIs were achieved through March 31, 2023. Any portion of the Incremental Override that could 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 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 and nine months ended September 30, 2023 and 2024.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(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
Nine Months Ended
September 30,
September 30,
2023
2024
2023
2024
Reportable Segment
Revenues from contracts with customers:
Natural gas sales
$
516,214
425,802
1,621,659
1,274,503
Exploration and production
Natural gas liquids sales (ethane)
78,551
58,483
200,764
187,277
Exploration and production
Natural gas liquids sales (C3+ NGLs)
404,019
445,717
1,174,974
1,323,976
Exploration and production
Oil sales
62,629
52,724
172,402
180,899
Exploration and production
Marketing
53,068
47,160
155,390
145,098
Marketing
Other revenue
—
276
540
822
Exploration and production
Total revenue from contracts with customers
1,114,481
1,030,162
3,325,729
3,112,575
Income from derivatives, deferred revenue and other sources, net
11,695
25,758
162,100
44,270
Total revenue
$
1,126,176
1,055,920
3,487,829
3,156,845
(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.
(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 September 30, 2024, the Company’s receivables from contracts with customers were $ 401 million and $ 319 million, respectively.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(5) Equity Method Investment
As of December 31, 2023 and September 30, 2024, Antero owned 29.0 % and 28.9 %, respectively, 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
Additional investments (2)
1,936
Equity in earnings of unconsolidated affiliate
69,862
Dividends from unconsolidated affiliate
( 93,883 )
Elimination of intercompany profit
26,690
Balance as of September 30, 2024 (1)
$
226,860
(1) The fair value of the Company’s investment in Antero Midstream as of December 31, 2023 and September 30, 2024 was $ 1.7 billion and $ 2.1 billion, respectively, based on the quoted market share price of Antero Midstream.
(2) During the three months ended September 30, 2024, the Company received 0.1 million additional shares of Antero Midstream common stock as part of a judgment in a legal proceeding with an unaffiliated third-party.
(6) Accrued Liabilities
Accrued liabilities consisted of the following items (in thousands):
(Unaudited)
December 31,
September 30,
2023
2024
Capital expenditures
$
38,848
32,764
Gathering, compression, processing and transportation expenses
160,758
156,810
Marketing expenses
36,428
18,691
Interest expense, net
33,066
13,046
Production and ad valorem taxes
51,516
31,719
General and administrative expense
35,641
33,677
Derivative settlements payable
1,037
31
Other
24,046
29,321
Total accrued liabilities
$
381,340
316,059
(7) Long-Term Debt
Long-term debt consisted of the following items (in thousands):
(Unaudited)
December 31,
September 30,
2023
2024
Credit Facility (a)
$
417,200
526,700
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
1,630,685
Unamortized debt issuance costs
( 9,975 )
( 8,369 )
Long-term debt
$
1,537,596
1,622,316
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(a) Credit Facility
Antero Resources has a senior revolving credit facility with a consortium of bank lenders. References to the (i) “Secured Credit Facility” (defined below) refer to the credit facility in effect for periods prior to July 30, 2024, (ii) “Unsecured Credit Facility” (defined below) refer to the credit facility in effect on or after July 30, 2024 and (iii) “Credit Facility” refer to the Secured Credit Facility and Unsecured Credit Facility, collectively.
Senior Unsecured Revolving Credit Facility
On July 30, 2024, Antero Resources entered into an amendment and restatement of its senior revolving credit facility with a consortium of bank lenders (“Unsecured Credit Facility”). Borrowings are unsecured and are not guaranteed by any of Antero Resources’ subsidiaries. As of September 30, 2024, the Unsecured Credit Facility had lender commitments of $ 1.65 billion and available borrowing capacity of $ 1.0 billion. The Unsecured Credit Facility matures on July 30, 2029 (the “Maturity Date”), provided that Antero Resources may request two one-year extensions of the Maturity Date, subject to satisfaction of certain conditions and consent of the extending lenders. Commitments under the Unsecured Credit Facility may be increased by up to $ 500 million subject to the agreement of Antero Resources and its lenders.
The Unsecured Credit Facility contains a financial maintenance covenant with respect to Antero Resources’ total indebtedness to capitalization ratio not to exceed 65 % at the end of any fiscal quarter, and certain covenants, including restrictions on its ability to incur liens or debt, subject in each case to certain significant exceptions. Antero Resources was in compliance with the financial covenant under the Unsecured Credit Facility as of September 30, 2024.
The Unsecured 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, in each case, plus an Applicable Margin (each as defined in the Unsecured Credit Facility). The Unsecured 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 under the Unsecured Credit Facility. The Applicable Margin is determined with reference to Antero Resources’ then-current credit ratings ranging from 1.125 % to 2.00 % for SOFR loans. Commitment fees on the unused portion of the Unsecured Credit Facility are due quarterly at rates ranging from 0.125 % to 0.300 % with respect to the Unsecured Credit Facility, determined with reference to Antero Resources’ then-current credit ratings.
The proceeds of the loans made under the Unsecured Credit Facility may be used (i) to pay fees and expenses incurred in connection with the transactions related thereto and the refinancing of the Secured Credit Facility (defined below) and (ii) to finance working capital needs, and for other general corporate purposes, of Antero Resources and its subsidiaries.
As of September 30, 2024, Antero Resources had an outstanding balance under the Unsecured Credit Facility of $ 527 million, with a weighted average interest rate of 6.47 %, and outstanding letters of credit of $ 120 million.
Senior Secured Revolving Credit Facility
On October 26, 2021, Antero Resources entered into an amended and restated senior secured revolving credit facility (the “Credit Facility”) with a consortium of bank lenders (“Secured Credit Facility”). Borrowings were secured by substantially all of the assets of Antero Resources and certain of its subsidiaries, were subject to borrowing base limitations based on the collateral value of Antero Resources’ assets and were subject to regular semi-annual redeterminations. As of December 31, 2023, the Secured 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 Secured Credit Facility was refinanced in full and terminated upon the closing of the Unsecured Credit Facility on July 30, 2024.
The Secured Credit Facility contained 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 Secured Credit Facility as of December 31, 2023.
The Secured Credit Facility provided for borrowing at either an Adjusted Term SOFR , an Adjusted Daily Simple SOFR or an Alternate Base Rate, in each case, plus an Applicable Margin (each as defined in the Secured Credit Facility). The Secured Credit Facility provided for interest only payments until maturity at which time all outstanding borrowings would be due. Interest was payable at a variable rate based on SOFR or the Alternate Base Rate, determined by election at the time of
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
borrowing, plus an Applicable Margin under the Secured Credit Facility. The Applicable Margin was determined with reference to Antero Resources’ then-current leverage ratio subject to certain exceptions, which for SOFR loans ranged from 1.75 % to 2.75 % during a non-investment grade period (based on utilization of the Secured Credit Facility) and 1.25 % and 1.875 % during an investment grade period (based on a ratings grid). Commitment fees on the unused portion of the Secured Credit Facility were due quarterly at rates ranging from 0.375 % to 0.500 % with respect to the Secured Credit Facility, determined with reference to borrowing base utilization, subject to certain exceptions based on the leverage ratio then in effect. The Secured Credit Facility included fall away covenants, lower interest rates and reduced collateral requirements that Antero Resources could elect if Antero Resources was assigned an Investment Grade Rating (as defined in the Secured Credit Facility).
As of December 31, 2023, Antero Resources had an outstanding balance under the Secured Credit Facility of $ 417 million, with a weighted average interest rate of 7.71 %, and outstanding letters of credit of $ 501 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 September 30, 2024, $ 97 million principal amount of the 2026 Notes remained outstanding. The 2026 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes. As of July 30, 2024, the 2026 Notes are not guaranteed by any of Antero Resources’ 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 September 30, 2024, $ 407 million principal amount of the 2029 Notes remained outstanding. The 2029 Notes are unsecured and rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes. As of July 30, 2024, the 2029 Notes are not guaranteed by any of Antero Resources’ 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 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 rank pari passu to Antero Resources’ Unsecured Credit Facility and other outstanding senior notes. As of July 30, 2024, the 2030 Notes are not guaranteed by any of Antero Resources’ 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.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(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 September 30, 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 nine months ended September 30, 2023, $ 9 million aggregate principal amount of the 2026 Convertible Notes were converted pursuant to their terms, and an additional $ 9 million aggregate principal amount of the 2026 Convertible Notes were induced into conversion by the Company. The Company elected to settle these conversions by issuing 4 million shares of common stock to the noteholders together with a cash inducement premium of $ 0.1 million. There were no conversions of the 2026 Convertible Notes during the third quarter of 2023.
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 first quarter of 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
754
Accretion expense
2,554
Settlement of obligations
( 3,171 )
Revisions to prior estimates
( 3,972 )
Asset retirement obligations—September 30, 2024
$
55,379
Asset retirement obligations are included in other liabilities on the Company’s condensed consolidated balance sheets.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(9) Equity-Based Compensation
On June 17, 2020, Antero Resources’ stockholders approved the Antero Resources Corporation 2020 Long Term Incentive Plan (the “AR LTIP”), which replaced the Antero Resources Corporation Long Term Incentive Plan (the “2013 Plan”) and became effective as of such date. On June 5, 2024, the Company’s stockholders approved the Amended and Restated Antero Resources Corporation 2020 Long Term Incentive Plan (the “Amended AR LTIP”). This amendment increased the number of shares of the Company’s common stock reserved for awards from 10,050,000 shares to 14,916,100 shares, and extended the term of the plan from June 17, 2030 to June 5, 2034. The Amended AR LTIP 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 (the “Board”). Employees, officers, non-employee directors and other service providers of the Company and its affiliates are eligible to receive awards under the Amended AR LTIP.
The Amended AR LTIP provides for the reservation of 14,916,100 shares of the Company’s common stock, plus the number of certain shares that become available again for delivery 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 the actual delivery of shares to be considered not delivered and thus, available for new awards under the Amended AR LTIP. 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 AR LTIP or Amended AR LTIP (other than stock options and stock appreciation rights), will again be available for new awards under the Amended AR LTIP.
A total of 10,871,264 shares were available for future grant under the Amended AR LTIP as of September 30, 2024.
The Company’s equity-based compensation expense, by type of award, is as follows (in thousands):
Three Months Ended September 30,
Nine Months Ended September 30,
2023
2024
2023
2024
RSU awards
$
8,286
11,499
24,268
31,908
PSU awards
9,796
4,190
19,643
16,257
Converted AM RSU Awards (1)
—
—
1
—
Equity awards issued to directors
376
376
1,076
1,128
Total expense
$
18,458
16,065
44,988
49,293
(1) Antero Resources recognized compensation expense for equity-based 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 .
(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
1,404,041
26.52
Vested
( 1,588,616 )
17.73
Forfeited
( 85,114 )
26.01
Total awarded and unvested—September 30, 2024
3,251,361
$
26.36
As of September 30, 2024, there was $ 60 million of unamortized equity-based compensation expense related to unvested RSUs. That expense is expected to be recognized over a weighted average period of 1.8 years.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(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 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) (“Net Debt to EBITDAX”) 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 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 September 30, 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 (1)
( 414,912 )
10.76
Total awarded and unvested—September 30, 2024
1,351,295
$
35.27
(1) During the nine months ended September 30, 2024, the PSUs granted in 2021 that were based on absolute TSR and Net Debt to EBITDAX met the performance criteria to achieve vesting at 150 % and 200 % of target, respectively, and converted into approximately 0.7 million shares of the Company’s common stock.
As of September 30, 2024, there was $ 17 million of unamortized equity-based compensation expense related to unvested PSUs. That expense is expected to be recognized over a weighted average period of 1.4 years.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(c)
Stock Options
A summary of the stock option activity is as follows:
Weighted
Weighted
Average
Average
Remaining
Intrinsic
Number
Exercise
Contractual
Value
of Options
Price
Life
(in thousands) (1)
Outstanding—December 31, 2023
258,696
$
50.04
1.3
$
—
Expired
( 1,667 )
50.00
—
—
Outstanding—September 30, 2024
257,029
$
50.04
0.5
—
Vested—September 30, 2024
257,029
$
50.04
0.5
$
—
Exercisable—September 30, 2024
257,029
$
50.04
0.5
$
—
(1) Intrinsic values are based on the exercise price of the options and the closing price of Antero Resources’ common stock on the referenced dates .
(10) Fair Value
The carrying values of accounts receivable and accounts payable as of December 31, 2023 and September 30, 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 September 30, 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
September 30, 2024
Fair
Carrying
Fair
Carrying
Value (1)
Value (2)
Value (1)
Value (2)
2026 Notes
$
99,534
96,351
99,166
96,536
2029 Notes
417,781
403,441
418,066
403,897
2030 Notes
573,720
594,622
591,000
595,183
2026 Convertible Notes
138,337
25,982
—
—
Total
$
1,229,372
1,120,396
1,108,232
1,095,616
(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.
(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.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The Company was party to various fixed price commodity swap contracts that settled during the three and nine months ended September 30, 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 September 30, 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
October-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 September 30, 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
October-December 2024
Henry Hub
53,000
MMBtu/day
$
2.477
/MMBtu
$
2.477
/MMBtu
January-December 2025
Henry Hub
44,000
MMBtu/day
2.564
/MMBtu
2.564
/MMBtu
January-December 2026
Henry Hub
32,000
MMBtu/day
2.629
/MMBtu
2.629
/MMBtu
As of September 30, 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
October-December 2024
NYMEX to TCO
50,000
MMBtu/day
$
0.530
/MMBtu
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
As of September 30, 2024, the Company’s fixed price swap positions for Martica, the Company’s consolidated VIE, were as follows:
Weighted
Average
Commodity / Settlement Period
Index
Contracted Volume
Price
Natural Gas
October-December 2024
Henry Hub
22,047
MMBtu/day
$
2.33
/MMBtu
January-March 2025
Henry Hub
18,021
MMBtu/day
2.53
/MMBtu
Oil
October-December 2024
West Texas Intermediate
38
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
September 30, 2024
Asset derivatives not designated as hedges for accounting purposes:
Commodity derivatives—current
Derivative instruments
$
—
3,040
Embedded derivatives—current
Derivative instruments
5,175
1,666
Embedded derivatives—noncurrent
Derivative instruments
5,570
2,507
Total asset derivatives (1)
10,745
7,213
Liability derivatives not designated as hedges for accounting purposes:
Commodity derivatives—current (2)
Derivative instruments
15,236
15,989
Commodity derivatives—noncurrent (2)
Derivative instruments
32,764
17,780
Total liability derivatives (1)
48,000
33,769
Net derivatives liability (1)
$
( 37,255 )
( 26,556 )
(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 September 30, 2024, $ 3 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
September 30, 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 )
—
3,048
( 8 )
3,040
Embedded derivative assets
10,745
—
10,745
4,173
—
4,173
Commodity derivative liabilities
( 48,406 )
406
( 48,000 )
( 33,777 )
8
( 33,769 )
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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
Three Months Ended
Nine Months Ended
Operations
September 30,
September 30,
Location
2023
2024
2023
2024
Commodity derivative fair value gains (1)
Revenue
$
5,290
18,004
138,602
22,726
Embedded derivative fair value gains (losses) (1)
Revenue
( 1,842 )
364
( 678 )
( 497 )
(1) The fair value of derivative instruments was determined using Level 2 inputs .
Commodity derivative fair value gains for the nine months ended September 30, 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,
September 30,
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
1,425,273
Drilling rigs and completion services
Operating lease right-of-use assets
32,187
9,005
Gas gathering lines and compressor stations (1)
Operating lease right-of-use assets
1,283,668
1,189,000
Office space
Operating lease right-of-use assets
37,706
34,537
Office, field and other equipment
Operating lease right-of-use assets
416
473
Total operating lease right-of-use assets
$
2,965,880
2,658,288
Operating lease liabilities:
Short-term operating lease liabilities
Short-term lease liabilities
$
538,954
504,419
Long-term operating lease liabilities
Long-term lease liabilities
2,425,785
2,146,881
Total operating lease liabilities
$
2,964,739
2,651,300
Finance Leases
Finance lease right-of-use assets:
Vehicles
Other property and equipment
$
3,771
2,960
Total finance lease right-of-use assets (2)
$
3,771
2,960
Finance lease liabilities:
Short-term finance lease liabilities
Short-term lease liabilities
$
1,106
1,233
Long-term finance lease liabilities
Long-term lease liabilities
2,665
1,727
Total finance lease liabilities
$
3,771
2,960
(1) Gas gathering lines and compressor stations includes $ 1.3 billion and $ 1.2 billion related to Antero Midstream as of December 31, 2023 and September 30, 2024, respectively. 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 September 30, 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 September 30,
Nine Months Ended September 30,
Cost
Classification
Location
2023
2024
2023
2024
Operating lease cost
Statement of operations
Gathering, compression, processing and transportation
$
418,005
435,308
1,206,733
1,283,302
Operating lease cost
Statement of operations
General and administrative
3,105
3,164
9,072
9,233
Operating lease cost
Statement of operations
Contract termination, loss contingency and settlements
297
—
4,227
—
Operating lease cost
Statement of operations
Lease operating
21
28
63
76
Operating lease cost
Balance sheet
Proved properties (1)
40,543
30,864
111,915
92,990
Total operating lease cost
$
461,971
469,364
1,332,010
1,385,601
Finance lease cost:
Amortization of right-of-use assets
Statement of operations
Depletion, depreciation and amortization
$
464
405
1,102
1,253
Interest on lease liabilities
Statement of operations
Interest expense
165
125
441
410
Total finance lease cost
$
629
530
1,543
1,663
Short-term lease payments
$
31,324
26,636
103,732
84,307
(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):
Nine Months Ended September 30,
2023
2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
1,023,385
1,098,799
Operating cash flows from finance leases
441
410
Investing cash flows from operating leases
95,480
78,275
Financing cash flows from finance leases
580
811
Noncash activities:
Right-of-use assets obtained in exchange for new operating lease obligations
$
80,969
97,720
Increase (decrease) to existing right-of-use assets and lease obligations from operating lease modifications, net (1)
$
12,640
( 1,472 )
(1) During the nine months ended September 30, 2023, the weighted average discount rate for remeasured operating leases increased from 5.1 % as of December 31, 2022 to 5.8 % as of September 30, 2023. During the nine months ended September 30, 2024, the weighted average discount rate for remeasured operating leases decreased from 6.5 % as of December 31, 2023 to 6.0 % as of September 30, 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 September 30, 2024 (in thousands):
Operating Leases
Financing Leases
Total
Remainder of 2024
$
173,056
407
173,463
2025
617,297
1,585
618,882
2026
564,792
1,230
566,022
2027
465,588
197
465,785
2028
388,734
23
388,757
Thereafter
943,071
10
943,081
Total lease payments
3,152,538
3,452
3,155,990
Less: imputed interest
( 501,238 )
( 492 )
( 501,730 )
Total
$
2,651,300
2,960
2,654,260
(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
September 30, 2024
Operating Leases
Finance Leases
Operating Leases
Finance Leases
Weighted average remaining lease term
6.5 years
3.0 years
6.2 years
2.3 years
Weighted average discount rate
5.9
%
8.3
%
5.7
%
8.4
%
(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 in 2022 of certain Marcellus gathering and compression assets in an area of dedication (the “Marcellus gathering and compression agreement”) and (iii) a compression agreement from Antero Midstream’s acquisition in 2022 of certain Utica compressors (the “Utica compression agreement” and (iv) a gathering and compression agreement from Antero Midstream’s acquisition in the second quarter of 2024 of certain central Marcellus gathering and compression assets (the “Mountaineer gathering and compression agreement,” and together with the 2019 gathering and compression agreement, Marcellus gathering and compression agreement and the Utica 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, Marcellus gathering and compression agreement and Mountaineer gathering and compression agreement have initial terms through 2038, 2031 and 2026, respectively, and the Utica compression agreement has two dedicated areas that expire in 2024 and 2030. Upon expiration of the Marcellus gathering and compression agreement, the Utica compression agreement and the Mountaineer gathering and 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 . 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 Mountaineer gathering and compression agreement provides for monthly minimum compression and gathering fees for each compressor station or high pressure gathering line, respectively, for a period of 12 years commencing 90 days after such asset’s in-service date. As of September 30, 2024, the minimum volume commitments for the 2019 gathering and compression
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
agreement and Marcellus gathering and compression agreement end in 2034 and 2024, respectively, and the minimum compression and gathering fees for the Mountaineer gathering and compression agreement end in 2026.
The 2019 gathering and compression agreement included a growth incentive fee program that expired on December 31, 2023 whereby low pressure gathering fees were reduced from 2020 through 2023 to the extent the Company achieved certain quarterly volumetric targets. The Company’s throughput gathered under the Marcellus gathering and compression agreement was not considered in the low pressure gathering volume targets. The Company earned fee rebates of $ 12 million and $ 36 million for the three and nine months ended September 30, 2023, respectively.
Upon completion of the initial contract term, the 2019 gathering and compression agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an 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.
Gathering and compression fees paid by the Company related to these agreements were $ 189 million and $ 207 million for the three months ended September 30, 2023 and 2024, respectively. For the nine months ended September 30, 2023 and 2024, gathering and compression fees paid by the Company related to this agreement were $ 550 million and $ 608 million, respectively. As of December 31, 2023 and September 30, 2024, $ 65 million and $ 77 million, respectively, was included within accounts payable, related parties on the condensed consolidated balance sheets 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 September 30, 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
$
298,885
17,680
136,145
37,317
3,038
493,065
2025
1,184,532
59,178
487,948
130,935
8,437
1,871,030
2026
1,182,065
26,001
462,483
103,538
3,976
1,778,063
2027
1,177,068
24,712
387,210
78,575
375
1,667,940
2028
1,118,610
23,379
330,913
57,845
—
1,530,747
Thereafter
4,439,689
86,473
849,561
93,520
—
5,469,243
Total
$
9,400,849
237,423
2,654,260
501,730
15,826
12,810,088
(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.
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(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.
(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, loss contingency and settlements 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 September 30, 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) Production Taxes
The Company is subject to production taxes in the states in which it operates. The Company’s production tax filings in West Virginia for 2018 to 2020 tax years were subject to audit by the State of West Virginia. All assessments received in conjunction with this audit have been recorded in the unaudited condensed consolidated statements of operations and comprehensive net loss during the nine months ended September 30, 2024; however, the Company has filed an appeal with regard to such assessments. At this time, the Company believes the outcome of this matter will not have a material adverse effect on the Company’s unaudited condensed consolidated financial position, results of operations or cash flows.
(c) 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
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
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.
(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 September 30, 2023
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Sales and revenues:
Third-party
$
1,072,562
53,068
383
( 383 )
1,125,630
Intersegment
546
—
263,456
( 263,456 )
546
Total revenue
1,073,108
53,068
263,839
( 263,839 )
1,126,176
Operating expenses:
Lease operating
33,484
—
—
—
33,484
Gathering, compression, processing, transportation and water handling
671,886
—
51,914
( 51,914 )
671,886
General and administrative
58,425
—
17,633
( 17,633 )
58,425
Depletion, depreciation and amortization
176,259
—
30,745
( 30,745 )
176,259
Impairment of property and equipment
13,476
—
—
—
13,476
Other
47,372
69,542
1,234
( 1,234 )
116,914
Total operating expenses
1,000,902
69,542
101,526
( 101,526 )
1,070,444
Operating income (loss)
$
72,206
( 16,474 )
162,313
( 162,313 )
55,732
Equity in earnings of unconsolidated affiliates
$
22,207
—
27,397
( 27,397 )
22,207
Capital expenditures for segment assets
$
912,046
—
45,286
( 45,286 )
912,046
Three Months Ended September 30, 2024
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Sales and revenues:
Third-party
$
1,008,182
47,160
397
( 397 )
1,055,342
Intersegment
578
—
269,473
( 269,473 )
578
Total revenue
1,008,760
47,160
269,870
( 269,870 )
1,055,920
Operating expenses:
Lease operating
29,597
—
—
—
29,597
Gathering, compression, processing, transportation and water handling
685,183
—
51,724
( 51,724 )
685,183
General and administrative
54,627
—
22,872
( 22,872 )
54,627
Depletion, depreciation and amortization
170,197
—
32,534
( 32,534 )
170,197
Impairment of property and equipment
13,455
—
332
( 332 )
13,455
Other
46,620
62,144
( 19 )
19
108,764
Total operating expenses
999,679
62,144
107,443
( 107,443 )
1,061,823
Operating income (loss)
$
9,081
( 14,984 )
162,427
( 162,427 )
( 5,903 )
Equity in earnings of unconsolidated affiliates
$
25,634
—
27,668
( 27,668 )
25,634
Capital expenditures for segment assets
$
173,630
—
55,535
( 55,535 )
173,630
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ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Nine Months Ended September 30, 2023
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Sales and revenues:
Third-party
$
3,331,130
155,390
929
( 929 )
3,486,520
Intersegment
1,309
—
780,672
( 780,672 )
1,309
Total revenue
3,332,439
155,390
781,601
( 781,601 )
3,487,829
Operating expenses:
Lease operating
91,553
—
—
—
91,553
Gathering, compression, processing, transportation and water handling
1,981,033
—
162,382
( 162,382 )
1,981,033
General and administrative
169,587
—
53,142
( 53,142 )
169,587
Depletion, depreciation and amortization
515,247
—
101,174
( 101,174 )
515,247
Impairment of property and equipment
44,746
—
—
—
44,746
Other
146,536
240,841
8,722
( 8,722 )
387,377
Total operating expenses
2,948,702
240,841
325,420
( 325,420 )
3,189,543
Operating income (loss)
$
383,737
( 85,451 )
456,181
( 456,181 )
298,286
Equity in earnings of unconsolidated affiliates
$
58,986
—
77,825
( 77,825 )
58,986
Capital expenditures for segment assets
$
912,046
—
130,025
( 130,025 )
912,046
Nine Months Ended September 30, 2024
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Sales and revenues:
Third-party
$
3,009,995
145,098
1,482
( 1,482 )
3,155,093
Intersegment
1,752
—
817,234
( 817,234 )
1,752
Total revenue
3,011,747
145,098
818,716
( 818,716 )
3,156,845
Operating expenses:
Lease operating
88,477
—
—
—
88,477
Gathering, compression, processing, transportation and water handling
2,020,906
—
162,051
( 162,051 )
2,020,906
General and administrative
169,917
—
65,312
( 65,312 )
169,917
Depletion, depreciation and amortization
513,787
—
107,205
( 107,205 )
513,787
Impairment of property and equipment
18,958
—
332
( 332 )
18,958
Other
154,768
192,764
2,385
( 2,385 )
347,532
Total operating expenses
2,966,813
192,764
337,285
( 337,285 )
3,159,577
Operating income (loss)
$
44,934
( 47,666 )
481,431
( 481,431 )
( 2,732 )
Equity in earnings of unconsolidated affiliates
$
69,862
—
82,795
( 82,795 )
69,862
Capital expenditures for segment assets
$
588,464
—
134,007
( 134,007 )
588,464
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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 September 30, 2024
Equity Method
Exploration
Investment in
Elimination of
and
Antero
Unconsolidated
Consolidated
Production
Marketing
Midstream
Affiliate
Total
Investments in unconsolidated affiliates
$
226,860
—
609,427
( 609,427 )
226,860
Total assets
13,211,758
11,860
5,777,451
( 5,777,451 )
13,223,618
(17) Subsidiary Guarantors
As of December 31, 2023, Antero Resources’ senior notes were fully and unconditionally guaranteed by Antero Resources’ existing subsidiaries that guaranteed the Secured Credit Facility. A subsidiary guarantor would 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 designated such subsidiary as an unrestricted subsidiary and such designation complied with the other applicable provisions of the indentures governing the senior notes or (iii) in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the senior notes. As described in Note 7—Long-Term Debt, the Unsecured Credit Facility is not guaranteed by any of Antero Resources’ subsidiaries. As such, each subsidiary guarantor was released from its obligations under the indentures and its guarantee on July 30, 2024.
The table set forth below presents summarized financial information of Antero, as parent, and its guarantor subsidiaries as of December 31, 2023. The Company’s wholly owned subsidiaries were not restricted from making distributions to the Company.
Balance Sheet
December 31, 2023
Current assets
$
453,581
Noncurrent assets
12,562,439
Total assets
$
13,016,020
Accounts payable, related parties
$
86,284
Other current liabilities
1,360,102
Total current liabilities
1,446,386
Noncurrent liabilities
4,951,464
Total liabilities
$
6,397,850
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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.