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到期日2026年的高級票據8375%，會員2024-09-300001433270us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember高級債券7625%到期於2029年會員2024-09-300001433270us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember高級債券5.375%到期於2030年會員2024-09-300001433270us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-09-300001433270us-gaap：資產報告金額公允價值披露會員美元指數：到期日爲2026年的Senio Notes 8375百分比會員2024-09-300001433270us-gaap：資產報告金額公允價值披露會員美元指數：到期日爲2029年的Senior Notes 7625百分比會員2024-09-300001433270us-gaap：資產報告金額公允價值披露會員美元指數：到期日爲2030年的Senior Notes 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Midstream成員2023-12-310001433270跨業務板塊清算成員2023-12-310001433270ar：母公司及擔保子公司成員2023-12-310001433270績效股份成員2024-07-012024-09-300001433270US-GAAP:員工股票期權成員2024-07-012024-09-300001433270ar：受限股票和受限股票單位成員2024-07-012024-09-300001433270績效股份成員2024-01-012024-09-300001433270US-GAAP:員工股票期權成員2024-01-012024-09-300001433270受限股票和受限股票單位會員2024-01-012024-09-300001433270可轉債4.25%到期2026會員2024-01-012024-09-300001433270US-GAAP:員工股票期權成員2023-07-012023-09-300001433270US-GAAP:員工股票期權成員2023-01-012023-09-3000014332702024-04-272024-07-012024-09-3000014332702024-04-272024-04-012024-06-3000014332702024-04-012024-06-3000014332702024-04-272024-01-012024-03-3100014332702024-01-012024-03-3100014332702024-04-272023-07-012023-09-3000014332702024-04-272023-04-012023-06-3000014332702023-04-012023-06-3000014332702024-04-272023-01-012023-03-3100014332702023-01-012023-03-310001433270ar：安泰中游成員srt：關聯實體會員2024-09-300001433270非關聯方成員2024-09-300001433270srt：關聯實體會員2024-09-300001433270ar：母公司和擔保子公司成員srt：關聯實體會員2023-12-310001433270ar: 安泰中游成員srt：關聯實體會員2023-12-310001433270非關聯方成員2023-12-310001433270srt：關聯實體會員2023-12-3100014332702024-10-250001433270ar: 2024年10月至12月會員ar: 紐交所至TCO會員ar: 天然氣會員2024-09-300001433270ar: 高級無抵押循環信貸設施會員2024-07-302024-07-300001433270一年期會員根據絕對總股東回報發放獎勵的PSU獎2024-03-012024-03-310001433270基於槓桿比率2024年發放的PSU獎2024-03-012024-03-310001433270三年期會員根據絕對總股東回報發放獎勵的PSU獎2024-03-012024-03-310001433270基於淨債務至Ebitdax比例2021年發放的PSU獎2024-01-012024-09-300001433270基於絕對總股東回報的PSU獎2021年會員2024-01-012024-09-300001433270srt：最小成員根據槓桿比率評選2024年成員的PSU獎項2024-03-012024-03-310001433270srt：最小成員根據絕對總股東回報評選2024年成員的PSU獎項2024-03-012024-03-310001433270srt:最大成員根據槓桿比率評選2024年成員的PSU獎項2024-03-012024-03-310001433270srt:最大成員根據絕對總股東回報評選2024年成員的PSU獎項2024-03-012024-03-310001433270us-gaap:運營業務細分會員ar：營銷成員2024-07-012024-09-300001433270us-gaap:運營業務細分會員ar：營銷成員2024-01-012024-09-300001433270us-gaap:運營業務細分會員ar：營銷成員2023-07-012023-09-300001433270us-gaap:運營業務細分會員ar：營銷成員2023-01-012023-09-300001433270us-gaap:運營業務細分會員探索與生產成員2024-07-012024-09-300001433270us-gaap:運營業務細分會員Antero Midstream成員2024-07-012024-09-300001433270跨業務板塊清算成員2024-07-012024-09-300001433270us-gaap:運營業務細分會員探索與生產成員2024-01-012024-09-300001433270us-gaap:運營業務細分會員Antero Midstream成員2024-01-012024-09-300001433270跨業務板塊清算成員2024-01-012024-09-300001433270us-gaap:運營業務細分會員勘探與生產成員2023-07-012023-09-300001433270us-gaap:運營業務細分會員Antero中游成員2023-07-012023-09-300001433270跨業務板塊清算成員2023-07-012023-09-300001433270us-gaap:運營業務細分會員勘探與生產成員2023-01-012023-09-300001433270us-gaap:運營業務細分會員ar：Antero Midstream成員2023-01-012023-09-300001433270跨業務板塊清算成員2023-01-012023-09-3000014332702023-09-3000014332702022-12-310001433270ar：Antero Midstream成員2019-12-310001433270ar：Sixth Street Partners Llc成員ar：超越性地役權益交易成員2020-06-152020-06-150001433270ar：超越性地役權益交易成員2023-03-310001433270ar：Ql Capital Partners成員阿爾：鑽井合作交易成員2023-12-310001433270阿爾：Ql資本合夥人成員阿爾：鑽井合作交易成員2022-12-310001433270阿爾：Ql資本合夥人成員阿爾：鑽井合作交易成員2021-12-310001433270srt：最小成員阿爾：首席無擔保循環信貸設施成員2024-07-302024-07-300001433270srt:最大成員ar：高級無抵押循環信貸設施成員2024-07-302024-07-300001433270ar：2026年到期的可轉換高級票據4.25%成員2023-01-012023-09-300001433270ar：Ql Capital Partners成員ar：鑽井合作交易成員2021-02-172021-02-170001433270ar：Mountaineer成員ar：Antero Midstream成員ar：收集和壓縮協議成員2019-01-012019-12-310001433270ar：Antero Midstream成員ar：馬塞盧斯頁岩組成員2019-01-012019-12-310001433270ar：安特羅中游成員2019-01-012019-12-310001433270ar：債務工具贖回期限不遲於2025年3月1日成員ar：2030年到期的5.375%SeniorNotes成員2021-06-012021-06-010001433270ar：2030年到期的5.375%SeniorNotes成員2021-06-012021-06-010001433270ar：2029年到期的7.625%SeniorNotes成員2021-01-262021-01-260001433270ar：2026年到期的8.375%SeniorNotes成員2021-01-042021-01-040001433270ar：無擔保的循環信貸設施成員2024-01-012024-09-300001433270ar: 高級無抵押循環授信設施成員2024-09-300001433270ar: 高級無抵押循環授信設施成員2024-07-300001433270ar: 高級有擔保循環授信設施成員2023-12-310001433270績效股份成員2023-07-012023-09-300001433270ar: 受限股票和受限股票單位成員2023-07-012023-09-300001433270ar: 可轉換的2026年到期的4.25%的優先票據成員2023-07-012023-09-300001433270績效股份成員2023-01-012023-09-300001433270ar: 受限股票和受限股票單位成員2023-01-012023-09-300001433270可轉換債務票據4.25％到期於2026年成員2023-01-012023-09-300001433270覆蓋專屬權利利益交易成員2020-06-152020-06-150001433270Antero Midstream成員2024-07-012024-09-300001433270Antero Midstream成員2024-01-012024-09-300001433270Antero Midstream成員2023-07-012023-09-300001433270Antero Midstream成員2023-01-012023-09-300001433270us-gaap:商品合同成員2023-01-012023-09-3000014332702024-07-012024-09-3000014332702023-07-012023-09-300001433270固定運輸協議成員2023-01-012023-03-310001433270上層音符5.375%到期2030會員2021-06-010001433270上層音符7625%到期2029會員2021-01-260001433270上層音符8375%到期2026會員2021-01-040001433270us-gaap:租賃協議成員2024-09-300001433270處理、收集、壓縮和供水服務會員2024-09-300001433270運營和融資租賃會員2024-09-300001433270牢固運輸協議會員2024-09-300001433270第六街合夥人有限責任公司會員AR：覆蓋式特許權益交易成員2020-06-150001433270AR：Utica成員AR：收集和壓縮協議成員2024-09-3000014332702023-01-012023-09-300001433270AR：Sixth Street Partners有限責任公司成員AR：覆蓋式特許權益交易成員2021-01-012021-12-310001433270AR：Sixth Street Partners有限責任公司成員AR：覆蓋式特許權益交易成員2020-01-012020-12-310001433270AR：QL Capital Partners成員合作鑽探交易成員2023-10-012023-12-310001433270Ql Capital Partners 成員合作鑽探交易成員2022-10-012022-12-310001433270us-gaap:AccountsPayableMember 應付賬款成員2024-09-300001433270應付營收分配成員2024-09-300001433270us-gaap:AccountsPayableMember 應付賬款成員2023-12-310001433270應付營收分配成員2023-12-3100014332702024-01-012024-09-300001433270超越性特許權利交易成員2020-06-1500014332702024-09-3000014332702023-12-31ar:periodiso4217:美元指數百萬英熱單位iso4217:美元指數xbrli:股份桶utr:Diso4217:美元指數桶ar:segmentiso4217:美元指數xbrli：純形ar:area百萬英熱單位utr:Dutr:ftxbrli:股份ar:itemar:Dar:tranche

目錄

​

​

美國

證券交易委員會

華盛頓特區20549

​

表格10-Q

​

（標記一）

​

​

​

☒

根據1934年證券交易法第13或15(d)條，本季度報告

​

截至季度結束日期的財務報告2024年9月30日

​

或者

​

​

​

☐

根據1934年證券交易法第13或15（d)條的轉型報告

​

過渡期從                    到                   

​

委託文件號碼：001-36120

​

Graphic

​

antero resources 公司

(根據其章程規定的註冊人準確名稱)

​

特拉華州

​

80-0162034

（註冊或組織的）州或其他司法轄區
公司成立或組織）

​

（內部稅務服務僱主識別號碼）

​

​

​

1615 Wynkoop Street, 丹佛, 科羅拉多州

​

80202

，（主要行政辦公地址）

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(郵政編碼)

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(303) 357-7310

(註冊人電話號碼，包括區號)

註冊於法案12（b）條的證券： 單位，每個單位包括一份A類普通股份和半份認股權證

​

​

​

​

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每一類的名稱

​

交易標誌

​

在其上註冊的交易所的名稱

普通股，面值0.01美元

​

阿肯色州

​

請使用moomoo賬號登錄查看New York Stock Exchange

請在複選方框中指明註冊者是否：（1）在過去12個月內（或註冊者需要提交此類報告的更短期間）已提交美國1934年證券交易所法第13條或第15(d)條要求提交的所有報告，並（2）曾在過去90天內遵守此類提交要求。 ☒ 是  ☐ 否

請標記複選框，指示是否根據第405條《S-T條例》規定在過去12個月內（或要求提交此類文件的更短期間）已電子提交了每個交互數據文件。405號《S-T條例》規定，在過去12個月內（或要求提交此類文件的更短期間）註冊人是否已提交每個互動數據文件。 ☒ 是  ☐ 否

請用複選標記指示註冊人是否爲大型快速提交者、加速提交者、非加速提交者、較小的報告公司或新興成長公司。請參閱《交易所法》第120億.2條中”大型快速提交者「、」加速提交者「、」較小的報告公司「和」新興成長公司“的定義。

大型加速存取器 ☒

​

加速審核員 ☐

非加速申報人☐

​

小型報告公司☐

新興成長型企業 ☐

​

​

如果公司無法符合證券交易法第13(a)條規定，使用延長過渡期來遵守任何新的或修訂的財務會計準則，請在複選框中指示。 ☐

是 否交易所法案120億.2 ☐311,007☒ 否

註冊人的普通股股本數量截至2024年10月25日（以千爲單位）： 311,164

​

​

目錄

目錄

​

​

有關前瞻性聲明的警告聲明

    

1

第一部分—財務信息

​

3

項目1。

    

基本報表(未經審計)

​

3

項目2。

​

分銷計劃

​

33

項目3。

​

市場風險的定量和定性披露

​

49

項目4。

​

控制和程序

​

51

第二部分其他

​

51

項目1。

​

法律訴訟

​

51

項目1A。

​

風險因素

​

51

項目2。

​

未註冊的權益證券銷售

​

52

事項4。

​

礦山安全披露

​

52

項目5

​

其他信息

​

52

項目6。

​

展示資料

​

53

簽名

​

54

​

​

​

​

​

​

目錄

關於前瞻性陳述的謹慎聲明

本季度10-Q表格的部分資訊可能包含根據1933年證券法第27A條修訂版（"證券法"）及1934年證券交易法第21E條修訂版（"交易法"）的定義所述的「前瞻性陳述」。所有陳述，除了本季度10-Q表格中包含的歷史事實陳述外，涉及我們的策略、未來營運、財務狀況、預估收入與損失、預測成本、前景、計劃和管理目標的陳述均屬於前瞻性陳述。諸如「可能」、「假設」、「預測」、「位置」、「預測」、「策略」、「期待」、「打算」、「計劃」、「估計」、「預期」、「相信」、「項目」、「預算」、「潛在」或「持續」等詞語，以及類似的表達方式被用來識別前瞻性陳述，儘管並非所有前瞻性陳述都包含這些識別性字詞。在考慮這些前瞻性陳述時，投資者應考慮本季度10-Q表格中的風險因素和其他警示性陳述，以及截至2023年12月31日的年度10-K報告中的信息。這些前瞻性陳述是基於管理層對目前可用資訊的當前信念，關於未來事件的結果和時間安排。可能導致我們的實際結果與這些前瞻性陳述所預想的結果實質性不同的因素包括：

●我們執行業務策略的能力；
●我們的生產及天然氣、天然氣液體（"NGLs"）和石油儲備；
●我們的財務策略、流動性以及我們發展計劃所需的資本；
●我們在滿意的條件下獲得債務或股權融資以資助收購、擴展項目、營運資金需求以及還款或再融資的能力；
●我們執行資本回報計劃的能力；
●天然氣、液化天然氣及石油價格；
●地緣政治事件的影響，包括烏克蘭和中東的衝突，以及全球健康事件；
●未來天然氣、NGL和石油的生產時間和數量；
●我們的對沖策略和結果；
●我們滿足最低成交量承諾的能力以及利用或變現我們的固定交通承諾的能力；
●我們未來的鑽探計劃；
●我們預測的井口成本；
●競爭；
●政府法規和法律的變更；
●待決的法律或環保母基事宜；
●天然氣、天然氣液體及石油的營銷；
●租約或業務收購；
●開發我們的資產的成本；
●antero midstream公司（"antero midstream"）的運營；
●我們達成溫室氣體減排目標的能力及相關費用；
●一般經濟環境；
●信貸市場；

1

目錄

●對我們未來運營結果的不確定性；以及
●我們在本季度報告10-Q表格中提出的其他計劃、目標、期望和意圖。

我們警告投資者，這些前瞻性聲明受到與我們業務相關的所有風險和不確定性的影響，其中大多數難以預測，許多超出我們的控制範圍。這些風險包括但不限於商品價格波動、通貨膨脹、供應鏈或其他中斷、鑽探、完成和生產設備及服務的可用性和成本、環保母基風險、鑽探和完成及其他操作風險、營銷和運輸風險、法規變更或法律變更、估算天然氣、NGLs和石油儲量時固有的不確定性以及預測未來生產、現金流和資本獲取的利率、開發支出的時機、股東之間的利益衝突、地緣政治和世界健康事件的影響、網絡安全風險、市場狀態以及經過驗證的優質碳抵消的可用性，以及本文“項目1A.風險因素”標題下描述或引用的其他風險，包括在截至2023年12月31日的年度報告10-K中列出的風險因素（“2023年10-K表格”），該報告已提交給證券交易委員會（“SEC”）。

儲量工程是估計天然氣、NGLs和石油的地下儲集的過程，這些儲集無法以精確的方式測量。任何儲量估計的準確性取決於可用數據的質量、對這些數據的解釋以及儲層工程師所做的價格和成本假設。此外，鑽探、測試和生產活動的結果，或商品價格的變化，可能會合理化以前做出的估計的修訂。如果修訂顯著，將改變任何進一步生產和開發鑽探的時間表。因此，儲量估計可能與最終回收的天然氣、NGLs和石油的數量有顯著差異。

如果本季度報告（表格10-Q）中描述或提及的風險或不確定性中的一個或多個發生，或者基本假設證明不正確，我們的實際結果和計劃可能與任何前瞻性陳述中表達的內容有實質性差異。

本季度報告（表格10-Q）中所包含的所有前瞻性陳述，無論是明示還是暗示，都完全受到這一警示聲明的明確限定。此警示聲明也應在與我們或代表我們行動的人可能發佈的任何後續書面或口頭前瞻性陳述時予以考慮。

除非適用法律另有要求，否則我們不承擔更新任何前瞻性陳述的義務，以反映本季度報告（表格10-Q）日期之後的事件或情況。

​

​

​

2

目錄

第一部分—財務信息

安泰羅資源公司

簡明合併資產負債表

(以千為單位，每股金額除外)

​

​

​

​

​

​

​

​

​

​

​

​

​

(未經審計)

​

​

​

十二月三十一日，

​

九月30日，

​

​

  

2023

  

2024

​

資產

​

流動資產:

​

​

​

​

​

​

​

應收賬款

​

$

42,619

​

​

26,156

​

應收營業收入

​

​

400,805

​

​

319,177

​

衍生工具

​

​

5,175

​

​

4,706

​

預付費用

​

​

12,901

​

​

7,042

​

其他流動資產

​

​

14,192

​

​

11,565

​

流動資產總額

​

​

475,692

​

​

368,646

​

減：累計折舊、耗盡和攤銷

​

​

​

​

​

​

​

石油和燃料幣資產，按成本（成功投資法）：

​

​

​

​

​

​

​

未證實的資產

​

​

974,642

​

​

960,116

​

已證實物業

​

​

13,908,804

​

​

14,309,543

​

收集系統和設施

​

​

5,802

​

​

5,802

​

其他資產及設備

​

​

98,668

​

​

105,317

​

​

​

​

14,987,916

​

​

15,380,778

​

較少累積減值、折舊和攤銷

​

​

(5,063,274)

​

​

(5,447,104)

​

不動產及設備，淨額

​

​

9,924,642

​

​

9,933,674

​

經營租賃使用權資產

​

​

2,965,880

​

​

2,658,288

​

衍生工具

​

​

5,570

​

​

2,507

​

遞延所得稅資產

​

​

222,255

​

​

226,860

​

其他資產

​

​

25,375

​

​

33,643

​

總資產

​

$

13,619,414

​

​

13,223,618

​

負債及股東權益

​

流動負債：

​

​

​

​

  

​

​

應付賬款

​

$

38,993

​

​

37,096

​

與關係方應付帳款

​

​

86,284

​

​

92,720

​

應計負債

​

​

381,340

​

​

316,059

​

應支付的營業收入分配

​

​

361,782

​

​

328,353

​

衍生工具

​

​

15,236

​

​

15,989

​

短期租賃負債

​

​

540,060

​

​

505,652

​

遞延營業收入，VPP

​

​

27,101

​

​

25,709

​

其他流動負債

​

​

1,295

​

​

2,377

​

流動負債總額

​

​

1,452,091

​

​

1,323,955

​

長期負債：

​

​

​

​

​

​

​

長期負債

​

​

1,537,596

​

​

1,622,316

​

遞延所得稅負債，淨額

​

​

834,268

​

​

831,972

​

衍生工具

​

​

32,764

​

​

17,780

​

長期租賃負債

​

​

2,428,450

​

​

2,148,608

​

遞延收入，VPP

​

​

60,712

​

​

41,816

​

其他負債

​

​

59,431

​

​

55,839

​

總負債

​

​

6,405,312

​

​

6,042,286

​

合約和可能負債

​

​

​

​

​

​

​

股權：

​

​

​

​

​

​

​

股東權益：

​

​

​

​

​

​

​

優先股，面額$0.01，授權股數為5,000,000股，發行且流通股數為截至2024年6月30日和2023年12月31日之184,668,188股和181,364,180股。0.01 票面價值；授權 - 50,000 股份；未發行的

​

​

—

​

​

—

​

普通股, $0.01 票面價值；授權 - 1,000,000 股份授權數: 303,544 和 311,031 股票份額 發行 和 流通在外的股份 截至2023年12月31日和2024年9月30日

​

​

3,035

​

​

3,110

​

資本公積額額外增資

​

​

5,846,541

​

​

5,894,786

​

保留盈餘

​

​

1,131,828

​

​

1,082,066

​

股東權益總額

​

​

6,981,404

​

​

6,979,962

​

非控股權益

​

​

232,698

​

​

201,370

​

總股東權益

​

​

7,214,102

​

​

7,181,332

​

負債加股東權益總額

​

$

13,619,414

​

​

13,223,618

​

​

請參見未經審計的簡明合併基本報表的附註。

3

目錄

antero resources 公司

未經審計的綜合損益簡明綜合收益表

(以千為單位，每股金額除外)

​

​

​

​

​

​

​

​

​

​

截至9月30日的三個月

​

​

  

2023

  

2024

 

營業收入和其他：

​

​

​

​

​

​

​

天然氣銷售

​

$

516,214

​

​

425,802

​

天然氣液體銷售

​

​

482,570

​

​

504,200

​

石油銷售

​

​

62,629

​

​

52,724

​

商品衍生品公允價值收益

​

​

3,448

​

​

18,368

​

行銷

​

​

53,068

​

​

47,160

​

遞延收入的攤銷，VPP

​

​

7,701

​

​

6,812

​

其他營業收入和收入

​

​

546

​

​

854

​

總營業收入

​

​

1,126,176

​

​

1,055,920

​

營運費用：

​

​

​

​

​

​

​

租賃營業

​

​

33,484

​

​

29,597

​

收集、壓縮、處理和運輸

​

​

671,886

​

​

685,183

​

生產及附加價值稅

​

​

32,258

​

​

47,423

​

行銷

​

​

69,542

​

​

62,144

​

探索

​

​

591

​

​

671

​

一般和管理費用（包括股權激勵費用爲$18,458 及16,065 在2023年和2024年，分別)

​

​

58,425

​

​

54,627

​

遞減、折舊和攤銷

​

​

176,259

​

​

170,197

​

資產和設備減值

​

​

13,476

​

​

13,455

​

養老資產逐步減少攤提

​

​

889

​

​

998

​

合同終止、損失或有損失的應急措施和和解

​

​

13,659

​

​

(1,517)

​

資產出售收益

​

​

(136)

​

​

(1,297)

​

其他營業費用

​

​

111

​

​

342

​

營業費用總額

​

​

1,070,444

​

​

1,061,823

​

營業利潤（損失）

​

​

55,732

​

​

(5,903)

​

其他收益（支出）：

​

​

​

​

​

​

​

利息費用，淨額

​

​

(31,634)

​

​

(28,278)

​

對未合併聯屬公司的權益

​

​

22,207

​

​

25,634

​

提早償還債務的損失

​

​

—

​

​

(528)

​

其他總費用

​

​

(9,427)

​

​

(3,172)

​

所得（損失）稅前

​

​

46,305

​

​

(9,075)

​

所得稅費用

​

​

(13,663)

​

​

(1,212)

​

包括非控股權益的淨利潤（損失）和綜合收益（損失）

​

​

32,642

​

​

(10,287)

​

減少：歸屬於非控股權益的淨利潤和綜合收益

​

​

14,834

​

​

10,157

​

歸屬於antero resources Corporation的淨利潤（虧損）和綜合收益（虧損）

​

$

17,808

​

​

(20,444)

​

​

​

​

​

​

​

​

​

每股普通股的淨利潤（虧損）—基本

​

$

0.06

​

​

(0.07)

​

每股稀釋後的淨利潤（虧損）

​

$

0.06

​

​

(0.07)

​

​

​

​

​

​

​

​

​

流通的普通股加權平均數量：

​

​

​

​

​

​

​

基本

​

​

300,141

​

​

311,025

​

攤薄

​

​

311,534

​

​

311,025

​

​

請參見未經審計的簡明合併基本報表的附註。

​

4

目錄

antero resources公司

未經審計的綜合損益簡明綜合收益表

(以千為單位，每股金額除外)

​

​

​

​

​

​

​

​

​

​

截至九月三十日止之九個月

​

​

  

2023

  

2024

​

營業收入和其他：

​

​

​

​

​

​

​

天然氣銷售

​

$

1,621,659

​

​

1,274,503

​

天然氣液體銷售

​

​

1,375,738

​

​

1,511,253

​

石油銷售

​

​

172,402

​

​

180,899

​

商品衍生品公允價值收益

​

​

137,924

​

​

22,229

​

行銷

​

​

155,390

​

​

145,098

​

遞延收入的攤銷， VPP

​

​

22,852

​

​

20,289

​

其他營業收入和收益

​

​

1,864

​

​

2,574

​

總營業收入

​

​

3,487,829

​

​

3,156,845

​

營運費用：

​

​

​

​

​

​

​

租賃運營

​

​

91,553

​

​

88,477

​

收集、壓縮、加工和運輸

​

​

1,981,033

​

​

2,020,906

​

生產及附加價值稅

​

​

117,692

​

​

147,524

​

行銷

​

​

217,078

​

​

192,764

​

勘探和礦山費用

​

​

2,097

​

​

1,916

​

一般和管理費用（包括股權基礎的薪酬費用$44,988 及49,293 分別在2023年和2024年)

​

​

169,587

​

​

169,917

​

遞減、折舊和攤銷

​

​

515,247

​

​

513,787

​

資產和設備減值

​

​

44,746

​

​

18,958

​

養老資產逐步減少攤提

​

​

2,971

​

​

2,554

​

合同終止、損失或有責任及和解

​

​

47,650

​

​

3,531

​

資產出售收益

​

​

(447)

​

​

(1,127)

​

其他營業費用

​

​

336

​

​

370

​

營業費用總額

​

​

3,189,543

​

​

3,159,577

​

營業利潤（損失）

​

​

298,286

​

​

(2,732)

​

其他收益（支出）：

​

​

​

​

​

​

​

利息費用，淨額

​

​

(85,262)

​

​

(91,146)

​

對未合併聯屬公司的權益

​

​

58,986

​

​

69,862

​

提早償還債務的損失

​

​

—

​

​

(528)

​

可轉換票據誘導損失

​

​

(86)

​

​

—

​

其他總費用

​

​

(26,362)

​

​

(21,812)

​

所得（損失）稅前

​

​

271,924

​

​

(24,544)

​

所得稅效益（費用）

​

​

(46,013)

​

​

2,089

​

淨利潤（虧損）和全面收入（虧損），包括非控股權益

​

​

225,911

​

​

(22,455)

​

減：歸屬於非控股權益的淨利潤和全面收入

​

​

77,756

​

​

27,307

​

歸屬於antero resources公司的淨利潤（虧損）和綜合收益（虧損）

​

$

148,155

​

​

(49,762)

​

​

​

​

​

​

​

​

​

每普通股淨利潤（虧損）—基本

​

$

0.50

​

​

(0.16)

​

每普通股淨利潤（虧損）—稀釋

​

$

0.48

​

​

(0.16)

​

​

​

​

​

​

​

​

​

流通的普通股加權平均數量：

​

​

​

​

​

​

​

基本

​

​

298,461

​

​

308,932

​

攤薄

​

​

310,958

​

​

308,932

​

​

請參見未經審計的簡明合併基本報表的附註。

​

​

5

目錄

Antero Resources公司

經彙總的股東權益基本報表（未經審計）

(以千計)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

額外

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

普通股

​

實收資本

​

留存收益

​

庫存股

​

非控股

​

總計

​

​

  

股份

  

金額

  

資本

  

業績

​

股份

  

金額

  

興趣

  

股權

​

截至2022年12月31日的餘額

​

​

297,393

​

$

2,974

​

​

5,838,848

​

​

913,896

​

​

(34)

​

$

(1,160)

​

​

262,596

​

​

7,017,154

​

根據股權激勵計劃的歸屬，發行普通股，扣除用於所得稅的股份。

​

​

514

​

​

5

​

​

(11,464)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(11,459)

​

2026年可轉換票據的轉換

​

​

4,030

​

​

40

​

​

17,132

​

​

—

​

​

—

​

​

—

​

​

—

​

​

17,172

​

回購和註銷普通股

​

​

(2,616)

​

​

(26)

​

​

(51,503)

​

​

(24,987)

​

​

34

​

​

1,160

​

​

—

​

​

(75,356)

​

基於股權的薪酬

​

​

—

​

​

—

​

​

13,018

​

​

—

​

​

—

​

​

—

​

​

—

​

​

13,018

​

分配給非控股權益的利益

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(51,339)

​

​

(51,339)

​

淨利潤和綜合收益

​

​

—

​

​

—

​

​

—

​

​

213,431

​

​

—

​

​

—

​

​

47,771

​

​

261,202

​

餘額，截至2023年3月31日

​

​

299,321

​

​

2,993

​

​

5,806,031

​

​

1,102,340

​

​

—

​

​

—

​

​

259,028

​

​

7,170,392

​

在股權補償獎勵歸屬時發行普通股，扣除爲繳納所得稅而留出的股份

​

​

1,038

​

​

11

​

​

(15,909)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(15,898)

​

基於股權的補償

​

​

—

​

​

—

​

​

13,512

​

​

—

​

​

—

​

​

—

​

​

—

​

​

13,512

​

對非控股權益的分配

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(31,745)

​

​

(31,745)

​

淨利潤（損失）和綜合收入（損失）

​

​

—

​

​

—

​

​

—

​

​

(83,084)

​

​

—

​

​

—

​

​

15,151

​

​

(67,933)

​

2023年6月30日的餘額

​

​

300,359

​

​

3,004

​

​

5,803,634

​

​

1,019,256

​

​

—

​

​

—

​

​

242,434

​

​

7,068,328

​

股權激勵獎勵兌現時發行普通股，扣除用於所得稅的股份。

​

​

25

​

​

—

​

​

(86)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(86)

​

2026年可轉換債券的轉換

​

​

2

​

​

—

​

​

7

​

​

—

​

​

—

​

​

—

​

​

—

​

​

7

​

基於股權的補償

​

​

—

​

​

—

​

​

18,458

​

​

—

​

​

—

​

​

—

​

​

—

​

​

18,458

​

向非控股權益的分配

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(21,161)

​

​

(21,161)

​

淨利潤和全面收入

​

​

—

​

​

—

​

​

—

​

​

17,808

​

​

—

​

​

—

​

​

14,834

​

​

32,642

​

餘額，2023年9月30日

​

​

300,386

​

$

3,004

​

​

5,822,013

​

​

1,037,064

​

​

—

​

$

—

​

​

236,107

​

​

7,098,188

​

​

請參閱審計未完的簡明合併基本報表附註。

​

6

目錄

Antero Resources

經縮減的股東權益合併基本報表（未經審計）

(以千計)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

額外

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

普通股

​

實收資本

​

留存收益

​

庫存股

​

非控股

​

總計

​

​

股份

  

金額

  

資本

  

業績

​

股份

  

金額

  

興趣

  

股權

截至2023年12月31日的餘額

​

​

303,544

​

$

3,035

​

​

5,846,541

​

​

1,131,828

​

​

—

​

$

—

​

​

232,698

​

​

7,214,102

在權益基礎補償獎勵歸屬時發行普通股票，扣除用於所得稅的股票。

​

​

552

​

​

6

​

​

(9,030)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(9,024)

2026年可轉換債券的轉換

​

​

6,074

​

​

61

​

​

25,990

​

​

—

​

​

—

​

​

—

​

​

—

​

​

26,051

基於股權的薪酬

​

​

—

​

​

—

​

​

16,077

​

​

—

​

​

—

​

​

—

​

​

—

​

​

16,077

對非控股權益的分配

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(23,617)

​

​

(23,617)

淨利潤和綜合收益

​

​

—

​

​

—

​

​

—

​

​

36,345

​

​

—

​

​

—

​

​

11,942

​

​

48,287

餘額，截至2024年3月31日

​

​

310,170

​

​

3,102

​

​

5,879,578

​

​

1,168,173

​

​

—

​

​

—

​

​

221,023

​

​

7,271,876

基於權益激勵獎勵的股票發行，在扣除用於支付所得稅的股份後

​

​

818

​

​

8

​

​

(17,339)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(17,331)

基於股權的薪酬

​

​

—

​

​

—

​

​

17,151

​

​

—

​

​

—

​

​

—

​

​

—

​

​

17,151

對非控股權益的分配

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(19,282)

​

​

(19,282)

淨利潤（虧損）和綜合收益（虧損）

​

​

—

​

​

—

​

​

—

​

​

(65,663)

​

​

—

​

​

—

​

​

5,208

​

​

(60,455)

2024年6月30日的餘額

​

​

310,988

​

​

3,110

​

​

5,879,390

​

​

1,102,510

​

​

—

​

​

—

​

​

206,949

​

​

7,191,959

基於權益的補償獎勵在滿足條件時發行普通股，扣除爲支付所得稅而被扣留的股份。

​

​

43

​

​

—

​

​

(669)

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(669)

基於股權的補償

​

​

—

​

​

—

​

​

16,065

​

​

—

​

​

—

​

​

—

​

​

—

​

​

16,065

對非控制性權益的分配

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

​

​

(15,736)

​

​

(15,736)

淨利潤（虧損）和綜合收益（虧損）

​

​

—

​

​

—

​

​

—

​

​

(20,444)

​

​

—

​

​

—

​

​

10,157

​

​

(10,287)

餘額，2024年9月30日

​

​

311,031

​

$

3,110

​

​

5,894,786

​

​

1,082,066

​

​

—

​

$

—

​

​

201,370

​

​

7,181,332

​

請參閱審計未完的簡明合併基本報表附註。

​

7

Table of Contents

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.

​

8

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(1) Organization

Antero Resources Corporation (individually referred to as “Antero” and together with its consolidated subsidiaries “Antero Resources,” or the “Company”) is engaged in the development, production, exploration and acquisition of natural gas, NGLs and oil properties in the Appalachian Basin in West Virginia and Ohio. The Company targets large, repeatable resource plays where horizontal drilling and advanced fracture stimulation technologies provide the means to economically develop and produce natural gas, NGLs and oil from unconventional formations. The Company’s corporate headquarters is located in Denver, Colorado.

​

(2) Summary of Significant Accounting Policies

(a)

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the 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.

9

Table of Contents

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.

10

Table of Contents

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,

11

Table of Contents

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 1.5x 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.

​

12

Table of Contents

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.

​

13

Table of Contents

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

​

​

14

Table of Contents

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

15

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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.

​

16

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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.

​

17

Table of Contents

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.

18

Table of Contents

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.

19

Table of Contents

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.

20

Table of Contents

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

​

​

​

21

Table of Contents

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)

​

​

22

Table of Contents

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.

23

Table of Contents

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.

​

24

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(b)Supplemental Information Related to Leases

Costs associated with operating and finance leases were included in the unaudited condensed consolidated statement of operations and comprehensive 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.

​

25

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(d)Maturities of Lease Liabilities

The table below is a schedule of future minimum payments for operating and financing lease liabilities as of 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

26

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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 180th 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.

27

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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

28

Table of Contents

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.

29

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(b)

Reportable Segments Financial Information

The operating results and assets of the Company’s reportable segments were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended 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

​

​

​

30

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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

​

​

​

31

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

The summarized assets of the Company’s reportable segments are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 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

​

​

​

​

​

32

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results, and the differences can be material. Some of the key factors that could cause actual results to vary from our expectations include changes in natural gas, NGLs and oil prices, the timing of planned capital expenditures, our ability to fund our development programs, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as our ability to access them, impacts of world health events and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business, as well as those factors discussed below, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors.” We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

In this section, references to “Antero,” the “Company,” “we,” “us,” and “our” refer to Antero Resources Corporation and its subsidiaries, unless otherwise indicated or the context otherwise requires.

Our Company

We are an independent oil and natural gas company engaged in the development, production, exploration and acquisition of natural gas, NGLs and oil properties located in the Appalachian Basin. We focus on unconventional reservoirs, which can generally be characterized as fractured shale formations. Our management team has worked together for many years and has a successful track record of reserve and production growth as well as significant expertise in unconventional resource plays. Our strategy is to leverage our team’s experience delineating and developing natural gas resource plays to develop our reserves and production, primarily on our existing multi-year inventory of drilling locations.

We have assembled a portfolio of long-lived properties that are characterized by what we believe to be low geologic risk and repeatability. Our drilling opportunities are focused in the Appalachian Basin. As of September 30, 2024, we held approximately 519,000 net acres in the Appalachian Basin.

Financing Highlights

Unsecured Credit Facility

During the second quarter of 2024, we achieved an investment grade credit rating from S&P Global Inc. As a result of this investment grade credit rating, on July 30, 2024, we entered into an amended and restated senior revolving credit facility with lender commitments of $1.65 billion that matures on July 30, 2029, subject to certain extension terms and conditions. Borrowings under the amended and restated facility are unsecured and are not guaranteed by any of our subsidiaries. See Note 7—Long-Term Debt to the unaudited condensed consolidated financial statements for more information.

Market Conditions and Business Trends

Commodity Markets

Prices for natural gas, NGLs and oil that we produce significantly impact our revenues and cash flows. Benchmark prices for natural gas decreased significantly, while benchmark prices for oil remained consistent and benchmark prices for NGLs increased during the nine months ended September 30, 2024 as compared to the same period of 2023. As a result of the lower benchmark natural gas prices and higher benchmark NGLs prices in 2024, we experienced a decrease in price realizations for natural gas and ethane products and an increase in price realization for NGLs products during the three and nine months ended September 30, 2024. We monitor the economic factors that impact natural gas, NGLs and oil prices, including domestic and foreign supply and demand indicators, domestic and foreign commodity inventories, the actions of Organization of Petroleum Exporting Countries and other large producing nations and the current conflicts in Ukraine and in the Middle East, among others. In the current economic environment, we expect that commodity prices for some or all of the commodities we produce could remain volatile. This volatility is beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.

33

Table of Contents

The following table details the average benchmark natural gas, NGLs and oil prices:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

   

2023

   

2024

   

2023

   

2024

​

Henry Hub ($/Mcf) (1)

​

$

2.55

​

​

2.16

​

​

2.69

​

​

2.10

​

Mont Belvieu Ethane ($/Bbl) (2)

​

​

12.38

​

​

6.61

​

​

10.58

​

​

7.58

​

Mont Belvieu C3+ NGLs ($/Bbl) (3)

​

​

37.07

​

​

39.01

​

​

38.67

​

​

40.70

​

West Texas Intermediate ($/Bbl) (4)

​

​

82.26

​

​

75.09

​

​

77.39

​

​

77.54

​

(1)NYMEX first of month average natural gas price.
(2)Intercontinental Exchange, Inc. (“ICE”) settlement ethane Oil Price Information Service (“OPIS”) futures average price for the front month contract as published on the last trading day of the month.
(3)ICE settlement propane, isobutane, normal butane and natural gasoline OPIS futures average price for the front month contract as published on the last trading day of the month. Propane and isobutane reflect TET prices, and normal butane and natural gasoline reflect non-TET prices. Propane, isobutane, normal butane and natural gasoline futures prices are weighted to approximate Antero Resources’ average C3+ NGLs composition.
(4)NYMEX calendar month average settled futures price.

Hedge Position

Antero Resources (Excluding Martica)

We are exposed to certain commodity price risks relating to our ongoing business operations, and we use derivative instruments when circumstances warrant to manage such risks. In addition, we periodically enter into contracts that contain embedded features that are required to be bifurcated and accounted for separately as derivatives. Due to our improved liquidity and leverage position as compared to historical levels, the percentage of our expected production that we hedge has decreased. For the three and nine months ended September 30, 2023 and 2024, substantially all of our production was unhedged. The tables and narrative below exclude derivative instruments attributable to Martica, our consolidated VIE, since all gains or losses from such contracts are fully attributable to the noncontrolling interests in Martica.

As of September 30, 2024, our fixed price NGLs swap positions excluding Martica were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted

​

​

​

​

​

​

​

​

Average

​

Commodity / Settlement Period

 

Index

 

Contracted Volume

 

Price

​

Propane

​

​

​

​

​

​

​

​

​

​

October-December 2024

​

Mont Belvieu Propane-OPIS TET

​

920

MBbl

​

$

33.67

/Bbl

​

​

As of September 30, 2024, our natural gas basis swap positions 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

​

5

Bcf

​

$

0.530

/MMBtu

​

​

We have 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 VPP properties. As of September 30, 2024, our 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

​

5

Bcf

​

$

2.477

/MMBtu

​

$

2.477

/MMBtu

​

January-December 2025

​

Henry Hub

​

16

Bcf

​

​

2.564

/MMBtu

​

​

2.564

/MMBtu

​

January-December 2026

​

Henry Hub

​

12

Bcf

​

​

2.629

/MMBtu

​

​

2.629

/MMBtu

​

​

​

​

​

33

Bcf

​

​

2.574

/MMBtu

​

​

2.574

/MMBtu

​

34

Table of Contents

​

As of September 30, 2024, the estimated fair value of our commodity derivative contracts, excluding Martica, was a net liability of $24 million. See Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for more information.

Martica

Our consolidated VIE, Martica, also maintains a portfolio of fixed swap natural gas, NGLs and oil derivatives for the benefit of the noncontrolling interests in Martica. As such, all gains and losses attributable to Martica’s derivative portfolio are fully attributable to the noncontrolling interests in Martica. As of September 30, 2024, Martica’s fixed price natural gas and oil swap positions were as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted

​

​

​

​

​

​

​

​

Average

​

Commodity / Settlement Period

 

Index

 

Contracted Volume

 

Price

​

Natural Gas

​

​

​

​

​

​

​

​

​

​

October-December 2024

​

Henry Hub

​

3

Bcf

​

$

2.33

/MMBtu

​

January-March 2025

​

Henry Hub

​

1

Bcf

​

​

2.53

/MMBtu

​

​

​

​

​

4

Bcf

​

​

2.42

/MMBtu

​

Oil

​

​

​

​

​

​

​

​

​

​

October-December 2024

​

West Texas Intermediate

​

3

MBbl

​

$

44.02

/Bbl

​

January-March 2025

​

West Texas Intermediate

​

4

MBbl

​

​

45.06

/Bbl

​

​

​

​

​

7

MBbl

​

​

44.54

/Bbl

​

​

As of September 30, 2024, the estimated fair value of Martica’s commodity derivative contracts was a net liability of $3 million. See Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for more information.

Economic Indicators

The economy experienced elevated inflation levels as a result of global supply and demand imbalances, where global demand outpaced supplies beginning in 2021 and continuing through the third quarter of 2024. For example, the Consumer Price Index (“CPI”) for all urban consumers increased 3.7% from September 2022 to September 2023 and an additional 2.4% from September 2023 to September 2024 as compared to the Federal Reserve’s stated goal of 2%. In order to manage the inflation risk present in the United States’ economy, the Federal Reserve utilized monetary policy in the form of interest rate increases beginning in March 2022 in an effort to bring the inflation rate in line with its stated goal of 2% on a long-term basis. Between March 2022 and July 2023, the Federal Reserve increased the federal funds interest rate by 5.25%. During the three months ended September 30, 2024, inflation rates began to approach the Federal Reserve’s stated goal of 2%, and the Federal Reserve decreased the federal funds rate by 0.5% in September 2024. While inflationary pressures in the United States’ economy have begun to subside, we continue to be impacted by the increased federal funds interest rate. See “— Results of Operations” for more information.

The economy also continues to be impacted by the effects of global events. These events have often caused global supply chain disruptions with additional pressure due to trade sanctions on Russia and other global trade restrictions, among others. However, our supply chain has not experienced any significant interruptions as a result of such events.

Inflationary pressures, particularly as they relate to certain of our long-term contracts with CPI-based adjustments, and supply chain disruptions have and could continue to result in increases to our operating and capital costs that are not fixed. These economic variables are beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.

​

35

Table of Contents

Results of Operations

We have three operating 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 our equity method investment in Antero Midstream. Revenues from Antero Midstream’s operations were primarily derived from intersegment transactions for services provided to our exploration and production operations by Antero Midstream. All intersegment transactions were eliminated upon consolidation, including revenues from water handling services provided by Antero Midstream, which we capitalized as proved property development costs. Marketing revenues are primarily derived from activities to purchase and sell third-party natural gas and NGLs and to market and utilize excess firm transportation capacity. See Note 16—Reportable Segments to the unaudited condensed consolidated financial statements for more information.

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2024

The operating results of our 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

​

Revenue and other:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas sales

​

$

516,214

​

​

—

​

​

—

​

​

—

​

​

516,214

​

Natural gas liquids sales

​

​

482,570

​

​

—

​

​

—

​

​

—

​

​

482,570

​

Oil sales

​

​

62,629

​

​

—

​

​

—

​

​

—

​

​

62,629

​

Commodity derivative fair value gains

​

​

3,448

​

​

—

​

​

—

​

​

—

​

​

3,448

​

Gathering, compression and water handling

​

​

—

​

​

—

​

​

263,839

​

​

(263,839)

​

​

—

​

Marketing

​

​

—

​

​

53,068

​

​

—

​

​

—

​

​

53,068

​

Amortization of deferred revenue, VPP

​

​

7,701

​

​

—

​

​

—

​

​

—

​

​

7,701

​

Other revenue and income

​

​

546

​

​

—

​

​

—

​

​

—

​

​

546

​

Total revenue

​

​

1,073,108

​

​

53,068

​

​

263,839

​

​

(263,839)

​

​

1,126,176

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lease operating

​

​

33,484

​

​

—

​

​

—

​

​

—

​

​

33,484

​

Gathering and compression

​

​

216,435

​

​

—

​

​

23,547

​

​

(23,547)

​

​

216,435

​

Processing

​

​

264,391

​

​

—

​

​

—

​

​

—

​

​

264,391

​

Transportation

​

​

191,060

​

​

—

​

​

—

​

​

—

​

​

191,060

​

Water handling

​

​

—

​

​

—

​

​

28,367

​

​

(28,367)

​

​

—

​

Production and ad valorem taxes

​

​

32,258

​

​

—

​

​

—

​

​

—

​

​

32,258

​

Marketing

​

​

—

​

​

69,542

​

​

—

​

​

—

​

​

69,542

​

Exploration and mine expenses

​

​

591

​

​

—

​

​

—

​

​

—

​

​

591

​

General and administrative (excluding equity-based compensation)

​

​

39,967

​

​

—

​

​

9,284

​

​

(9,284)

​

​

39,967

​

Equity-based compensation

​

​

18,458

​

​

—

​

​

8,349

​

​

(8,349)

​

​

18,458

​

Depletion, depreciation and amortization

​

​

176,259

​

​

—

​

​

30,745

​

​

(30,745)

​

​

176,259

​

Impairment of property and equipment

​

​

13,476

​

​

—

​

​

—

​

​

—

​

​

13,476

​

Accretion of asset retirement obligations

​

​

889

​

​

—

​

​

45

​

​

(45)

​

​

889

​

Contract termination, loss contingency, settlements and other operating expenses

​

​

13,770

​

​

—

​

​

722

​

​

(722)

​

​

13,770

​

Loss (gain) on sale of assets

​

​

(136)

​

​

—

​

​

467

​

​

(467)

​

​

(136)

​

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

​

​

​

36

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30, 2024

​

​

​

​

​

​

​

Equity Method

​

​

​

​

​

​

​

Exploration

​

​

​

Investment in

​

Elimination of

​

​

​

​

​

and

​

​

​

Antero

​

Unconsolidated

​

Consolidated

​

​

 

Production

 

Marketing

 

Midstream

 

Affiliate

 

Total

​

Revenue and other:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas sales

​

$

425,802

​

​

—

​

​

—

​

​

—

​

​

425,802

​

Natural gas liquids sales

​

​

504,200

​

​

—

​

​

—

​

​

—

​

​

504,200

​

Oil sales

​

​

52,724

​

​

—

​

​

—

​

​

—

​

​

52,724

​

Commodity derivative fair value gains

​

​

18,368

​

​

—

​

​

—

​

​

—

​

​

18,368

​

Gathering, compression and water handling

​

​

—

​

​

—

​

​

269,870

​

​

(269,870)

​

​

—

​

Marketing

​

​

—

​

​

47,160

​

​

—

​

​

—

​

​

47,160

​

Amortization of deferred revenue, VPP

​

​

6,812

​

​

—

​

​

—

​

​

—

​

​

6,812

​

Other revenue and income

​

​

854

​

​

—

​

​

—

​

​

—

​

​

854

​

Total revenue

​

​

1,008,760

​

​

47,160

​

​

269,870

​

​

(269,870)

​

​

1,055,920

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lease operating

​

​

29,597

​

​

—

​

​

—

​

​

—

​

​

29,597

​

Gathering and compression

​

​

226,224

​

​

—

​

​

24,516

​

​

(24,516)

​

​

226,224

​

Processing

​

​

276,569

​

​

—

​

​

—

​

​

—

​

​

276,569

​

Transportation

​

​

182,390

​

​

—

​

​

—

​

​

—

​

​

182,390

​

Water handling

​

​

—

​

​

—

​

​

27,208

​

​

(27,208)

​

​

—

​

Production and ad valorem taxes

​

​

47,423

​

​

—

​

​

—

​

​

—

​

​

47,423

​

Marketing

​

​

—

​

​

62,144

​

​

—

​

​

—

​

​

62,144

​

Exploration

​

​

671

​

​

—

​

​

—

​

​

—

​

​

671

​

General and administrative (excluding equity-based compensation)

​

​

38,562

​

​

—

​

​

10,927

​

​

(10,927)

​

​

38,562

​

Equity-based compensation

​

​

16,065

​

​

—

​

​

11,945

​

​

(11,945)

​

​

16,065

​

Depletion, depreciation and amortization

​

​

170,197

​

​

—

​

​

32,534

​

​

(32,534)

​

​

170,197

​

Impairment of property and equipment

​

​

13,455

​

​

—

​

​

332

​

​

(332)

​

​

13,455

​

Accretion of asset retirement obligations

​

​

998

​

​

—

​

​

49

​

​

(49)

​

​

998

​

Gain on sale of assets

​

​

(1,297)

​

​

—

​

​

(473)

​

​

473

​

​

(1,297)

​

Contract termination, loss contingency, settlements and other operating expenses

​

​

(1,175)

​

​

—

​

​

405

​

​

(405)

​

​

(1,175)

​

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

​

​

​

37

Table of Contents

Exploration and Production Segment

The following table sets forth selected operating data of the exploration and production segment:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Amount of

​

​

​

​

​

September 30,

​

Increase

​

Percent

​

​

​

2023

​

2024

​

(Decrease)

​

Change

​

Production data (1) (2):

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (Bcf)

​

​

208

​

​

200

​

​

(8)

​

(4)

%

C2 Ethane (MBbl)

​

​

6,696

​

​

7,302

​

​

606

​

9

%

C3+ NGLs (MBbl)

​

​

10,977

​

​

10,793

​

​

(184)

​

(2)

%

Oil (MBbl)

​

​

918

​

​

856

​

​

(62)

​

(7)

%

Combined (Bcfe)

​

​

320

​

​

313

​

​

(7)

​

(2)

%

Daily combined production (MMcfe/d)

​

​

3,474

​

​

3,406

​

​

(68)

​

(2)

%

Average prices before effects of derivative settlements (3):

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (per Mcf)

​

$

2.48

​

​

2.13

​

​

(0.35)

​

(14)

%

C2 Ethane (per Bbl) (4)

​

$

11.73

​

​

8.01

​

​

(3.72)

​

(32)

%

C3+ NGLs (per Bbl)

​

$

36.81

​

​

41.30

​

​

4.49

​

12

%

Oil (per Bbl)

​

$

68.22

​

​

61.59

​

​

(6.63)

​

(10)

%

Weighted Average Combined (per Mcfe)

​

$

3.32

​

​

3.14

​

​

(0.18)

​

(5)

%

Average realized prices after effects of derivative settlements (3):

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (per Mcf)

​

$

2.46

​

​

2.14

​

​

(0.32)

​

(13)

%

C2 Ethane (per Bbl) (4)

​

$

11.73

​

​

8.01

​

​

(3.72)

​

(32)

%

C3+ NGLs (per Bbl)

​

$

36.76

​

​

41.56

​

​

4.80

​

13

%

Oil (per Bbl)

​

$

67.91

​

​

61.46

​

​

(6.45)

​

(9)

%

Weighted Average Combined (per Mcfe)

​

$

3.30

​

​

3.15

​

​

(0.15)

​

(5)

%

Average costs (per Mcfe):

​

​

​

​

​

​

​

​

​

​

​

​

Lease operating

​

$

0.10

​

​

0.09

​

​

(0.01)

​

(10)

%

Gathering and compression

​

$

0.68

​

​

0.72

​

​

0.04

​

6

%

Processing

​

$

0.83

​

​

0.88

​

​

0.05

​

6

%

Transportation

​

$

0.60

​

​

0.58

​

​

(0.02)

​

(3)

%

Production and ad valorem taxes

​

$

0.10

​

​

0.15

​

​

0.05

​

50

%

Marketing expense, net

​

$

0.05

​

​

0.05

​

​

—

​

*

​

General and administrative (excluding equity-based compensation)

​

$

0.13

​

​

0.12

​

​

(0.01)

​

(8)

%

Depletion, depreciation, amortization and accretion

​

$

0.55

​

​

0.55

​

​

—

​

*

​

*Not meaningful

(1)Production data excludes volumes related to the VPP.
(2)Oil and NGLs production was converted at 6 Mcf per Bbl to calculate total Bcfe production and per Mcfe amounts. This ratio is an estimate of the equivalent energy content of the products and may not reflect their relative economic value.
(3)Average prices reflect the before and after effects of our settled commodity derivatives. Our calculation of such after effects includes gains (losses) on settlements of commodity derivatives, which do not qualify for hedge accounting because we do not designate or document them as hedges for accounting purposes.
(4)The average realized price for the three months ended September 30, 2023 includes $6 million of proceeds related to a take-or-pay contract. Excluding the effect of these proceeds, the average realized price for ethane before and after the effects of derivatives for the three months ended September 30, 2023 would have been $10.88 per Bbl.

​

Natural gas sales. Revenues from sales of natural gas decreased from $516 million for the three months ended September 30, 2023 to $426 million for the three months ended September 30, 2024, a decrease of $90 million, or 18%. Lower commodity prices (excluding the effects of derivative settlements) during the three months ended September 30, 2024 accounted for an approximate $69 million decrease in year-over-year natural gas sales revenue (calculated as the change in the year-to-year average price times current year production volumes). Lower natural gas production volumes accounted for an approximate $21 million decrease in year-over-year natural gas sales revenue (calculated as the change in year-to-year volumes times the prior year average price).

NGLs sales. Revenues from sales of NGLs increased from $483 million for the three months ended September 30, 2023 to $504 million for the three months ended September 30, 2024, an increase of $21 million, or 4%. Higher commodity prices (excluding the effects of derivative settlements) during the three months ended September 30, 2024 accounted for an approximate $21 million increase in year-over-year revenues (calculated as the change in the year-to-year average price times current year production volumes).

38

Table of Contents

Oil sales. Revenues from sales of oil decreased from $63 million for the three months ended September 30, 2023 to $53 million for the three months ended September 30, 2024, a decrease of $10 million, or 16%. Lower commodity prices (excluding the effects of derivative settlements) during the three months ended September 30, 2024 accounted for an approximate $6 million decrease in year-over-year revenues (calculated as the change in the year-to-year average price times current year production volumes). Lower oil production volumes during the three months ended September 30, 2024 accounted for an approximate $4 million decrease in year-over-year oil revenues (calculated as the change in year-to-year volumes times the prior year average price).

Commodity derivative fair value gains. Our commodity derivatives included fixed price swap contracts, basis swap contracts, call options and embedded put options. Because we do not designate these derivatives as accounting hedges, they do not receive hedge accounting treatment. Consequently, all mark-to-market gains or losses, as well as cash receipts or payments on settled derivative instruments, are recognized in our statements of operations and comprehensive income. For the three months ended September 30, 2023 and 2024, our commodity hedges resulted in derivative fair value gains of $3 million and $18 million, respectively. For the three months ended September 30, 2023, commodity derivative fair value gains included $6 million of cash payments on settled commodity derivative losses. For the three months ended September 30, 2024, commodity derivative fair value gains included $4 million of net cash proceeds on settled commodity derivatives gains.

Commodity derivative fair value gains or losses vary based on future commodity prices and have no cash flow impact until the derivative contracts are settled or monetized prior to settlement. Derivative asset or liability positions at the end of any accounting period may reverse to the extent future commodity prices increase or decrease from their levels at the end of the accounting period, or as gains or losses are realized through settlement. We expect continued volatility in commodity prices and the related fair value of our derivative instruments in the future.

Amortization of deferred revenue, VPP. Amortization of deferred revenues associated with the VPP decreased from $8 million for the three months ended September 30, 2023 to $7 million for the three months ended September 30, 2024, a decrease of $1 million, or 12%, primarily due to lower production volumes attributable to the VPP properties between periods. Amortization of the deferred revenues associated with the VPP are recognized as the production volumes are delivered at $1.61 per MMBtu over the contractual term.

Lease operating expense. Lease operating expense decreased from $33 million, or $0.10 per Mcfe, for the three months ended September 30, 2023 to $30 million, or $0.09 per Mcfe, for the three months ended September 30, 2024, a decrease of $3 million primarily due to lower water disposal costs and workover expense between periods.

Gathering, compression, processing and transportation expense. Gathering, compression, processing and transportation expense increased from $672 million for the three months ended September 30, 2023 to $685 million for the three months ended September 30, 2024, an increase of $13 million, or 2%. This was primarily a result of the following:

●Gathering and compression costs increased from $0.68 per Mcfe for the three months ended September 30, 2023 to $0.72 per Mcfe for the three months ended September 30, 2024, primarily due to the expiration of the growth incentive fee rebate program on December 31, 2023 and annual CPI-based adjustments between periods. During the three months ended September 30, 2023, we earned a fee rebate of $12 million under this program.
●Processing costs increased from $0.83 per Mcfe for the three months ended September 30, 2023 to $0.88 per Mcfe for the three months ended September 30, 2024, primarily due to increased costs for NGLs processing, which includes an annual CPI-based adjustment during the first quarter of 2024 and higher NGLs transportation fees.
●Transportation costs decreased from $0.60 per Mcfe for the three months ended September 30, 2023 to $0.58 per Mcfe for the three months ended September 30, 2024 primarily due to lower demand fees, as well as lower fuel costs as a result of lower natural gas prices between periods.

Production and ad valorem tax expense.  Production and ad valorem taxes increased from $32 million for the three months ended September 30, 2023 to $47 million for the three months ended September 30, 2024, an increase of $15 million, or 47%, primarily due to higher ad valorem taxes, partially offset by lower natural gas prices during the three months ended September 30, 2024. Production and ad valorem taxes as a percentage of natural gas revenues increased from 6% for the three months ended September 30, 2023 to 11% for the three months ended September 30, 2024, primarily as a result of higher ad valorem taxes, which 2024 ad valorem taxes are based on commodity prices during 2022.

39

Table of Contents

General and administrative expense. General and administrative expense (excluding equity-based compensation expense) decreased slightly from $40 million, or $0.13 per Mcfe, for the three months ended September 30, 2023 to $39 million, or $0.12 per Mcfe for the three months ended September 30, 2024 primarily as a result of lower pipeline bond and leased vehicle costs between periods.

Equity-based compensation expense. Non-cash equity-based compensation expense decreased from $18 million for the three months ended September 30, 2023 to $16 million for the three months ended September 30, 2024, a decrease of $2 million, or 13%. This decrease was primarily due to lower PSU award expense between periods, partially offset by increased RSU award expense attributable to awards granted in the first quarter of 2024. See Note 9—Equity-Based Compensation to the unaudited condensed consolidated financial statements for more information.

Depletion, depreciation, and amortization expense (“DD&A expense”). DD&A expense decreased from $176 million, or $0.55 per Mcfe, for the three months ended September 30, 2023 to $170 million, or $0.55 per Mcfe, for the three months ended September 30 2024, a decrease of $6 million, or 3%. The decrease in total DD&A expense is primarily due to lower production volumes between periods.

Impairment of property and equipment. Impairment of oil and gas properties remained consistent at $13 million for the three months ended September 30, 2023 and 2024. During both periods, we recognized impairments primarily related to expiring leases as well as design and initial costs related to pads we no longer plan to place into service.

Contract termination, loss contingency, settlements and other operating expenses. Contract termination, loss contingency, settlements and other operating expenses was a loss of $14 million for the three months ended September 30, 2023 primarily due to a loss contingency. Contract termination, loss contingency, settlements and other operating expenses was a gain of $1 million for the three months ended September 30, 2024 primarily due to our receipt of 0.1 million shares of Antero Midstream common stock as part of a judgment in a legal proceeding with an unaffiliated third-party.

Marketing Segment

Where feasible, we purchase and sell third-party natural gas and NGLs and market our excess firm transportation capacity, or engage third parties to conduct these activities on our behalf, in order to optimize the revenues from these transportation agreements. We have entered into long-term firm transportation agreements for a significant portion of our current and expected future production in order to secure guaranteed capacity to favorable markets.

Net marketing expense for the three months ended September 30, 2023 and 2024 remained relatively consistent at $17 million and $15 million, respectively, or $0.05 per Mcfe.

Marketing revenue. Marketing revenue decreased from $53 million for the three months ended September 30, 2023 to $47 million for the three months ended September 30, 2024, a decrease of $6 million, or 11%. This fluctuation primarily resulted from the following:

●Natural gas marketing revenue decreased by $14 million between periods primarily due to lower natural gas marketing volumes and prices between periods. Lower natural gas marketing volumes accounted for an $11 million decrease in year-over-year marketing revenues (calculated as the change in year-to-year volumes times the prior year average price), and lower natural gas prices accounted for a $3 million decrease in year-over-year marketing revenues (calculated as the change in the year-to-year average price times current year marketing volumes).
●Oil marketing revenue increased by $8 million between periods primarily due to higher oil marketing volumes, partially offset by lower oil prices. Higher oil marketing volumes accounted for a $10 million increase in year-over-year marketing revenues (calculated as the change in year-to-year volumes times the prior year average price), and lower oil prices accounted for a $2 million decrease in year-over-year marketing revenues (calculated as the change in the year-to-year average price times current year marketing volumes).

Marketing expense. Marketing expense decreased from $70 million for the three months ended September 30, 2023 to $62 million for the three months ended September 30, 2024, a decrease of $8 million, or 11%. Marketing expense includes the cost of third-party purchased natural gas, NGLs and oil as well as firm transportation costs, including costs related to current excess firm capacity. The cost of third-party natural gas, oil and NGLs purchases remained consistent at $43 million for the three months ended September 30, 2023 and 2024. Firm transportation costs were $26 million for the three months ended September 30, 2023 and $18 million for the three months ended September 30, 2024, a decrease of $8 million due to the reduction in firm transportation commitments and higher third-party marketing volumes between periods.

40

Table of Contents

Antero Midstream Segment

Antero Midstream revenue.  Revenue from the Antero Midstream segment increased from $264 million for the three months ended September 30, 2023 to $270 million for the three months ended September 30, 2024, an increase of $6 million. This increase is primarily due to higher gathering and processing revenues of $20 million, partially offset by lower water handling revenues of $14 million. The increased gathering and processing revenues between periods is primarily a result of the expiration of the growth incentive fee rebate program on December 31, 2023, annual CPI-based gathering and compression rate adjustments and increased high pressure gathering throughput between periods. The decreased water handling revenues between periods was primarily due to lower fresh water delivery and other fluid handling volumes, partially offset by an increased fresh water delivery rate due to an annual CPI-based adjustment during the first quarter of 2024.

Antero Midstream operating expense. Total operating expense related to the Antero Midstream segment increased from $102 million for the three months ended September 30, 2023 to $107 million for the three months ended September 30, 2024, an increase of $5 million. This increase is primarily due to higher general and administrative expense, including equity-based compensation expense, and depreciation expense between periods.

Discussion of Items Not Allocated to Segments

Interest expense. Interest expense decreased from $32 million for the three months ended September 30, 2023 to $28 million for the three months ended September 30, 2024, a decrease of $4 million, or 11%, primarily due to the conversion of $26 million aggregate principal amount of our 2026 Convertible Notes during the first quarter of 2024 and lower benchmark interest rates during the three months ended September 30, 2024, partially offset by higher average Credit Facility borrowings between periods.

Income tax expense. For the three months ended September 30, 2023, we had an income tax expense of $14 million, with an effective tax rate of 30%, due to income before income taxes of $46 million. For the three months ended September 30, 2024, we had an income tax expense of $1 million from a loss before income taxes of $9 million primarily due to the net loss before income taxes during the third quarter of 2024, which when taken together with the net loss before taxes during the six months ended June 30, 2024, resulted in a 9% effective tax rate for the nine months ended September 30, 2024.

41

Table of Contents

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2024

The operating results of our reportable segments were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2023

​

​

​

​

​

​

​

Equity Method

​

​

​

​

​

​

​

Exploration

​

​

​

Investment in

​

Elimination of

​

​

​

​

​

and

​

​

​

Antero

​

Unconsolidated

​

Consolidated

​

​

 

Production

 

Marketing

 

Midstream

 

Affiliate

 

Total

 

Revenue and other:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas sales

​

$

1,621,659

​

​

—

​

​

—

​

​

—

​

​

1,621,659

​

Natural gas liquids sales

​

​

1,375,738

​

​

—

​

​

—

​

​

—

​

​

1,375,738

​

Oil sales

​

​

172,402

​

​

—

​

​

—

​

​

—

​

​

172,402

​

Commodity derivative fair value gains

​

​

137,924

​

​

—

​

​

—

​

​

—

​

​

137,924

​

Gathering, compression and water handling

​

​

—

​

​

—

​

​

781,601

​

​

(781,601)

​

​

—

​

Marketing

​

​

—

​

​

155,390

​

​

—

​

​

—

​

​

155,390

​

Amortization of deferred revenue, VPP

​

​

22,852

​

​

—

​

​

—

​

​

—

​

​

22,852

​

Other revenue and income

​

​

1,864

​

​

—

​

​

—

​

​

—

​

​

1,864

​

Total revenue

​

​

3,332,439

​

​

155,390

​

​

781,601

​

​

(781,601)

​

​

3,487,829

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lease operating

​

​

91,553

​

​

—

​

​

—

​

​

—

​

​

91,553

​

Gathering and compression

​

​

640,730

​

​

—

​

​

72,819

​

​

(72,819)

​

​

640,730

​

Processing

​

​

764,301

​

​

—

​

​

—

​

​

—

​

​

764,301

​

Transportation

​

​

576,002

​

​

—

​

​

—

​

​

—

​

​

576,002

​

Water handling

​

​

—

​

​

—

​

​

89,563

​

​

(89,563)

​

​

—

​

Production and ad valorem taxes

​

​

117,692

​

​

—

​

​

—

​

​

—

​

​

117,692

​

Marketing

​

​

—

​

​

217,078

​

​

—

​

​

—

​

​

217,078

​

Exploration and mine expenses

​

​

2,097

​

​

—

​

​

—

​

​

—

​

​

2,097

​

General and administrative (excluding equity-based compensation)

​

​

124,599

​

​

—

​

​

29,967

​

​

(29,967)

​

​

124,599

​

Equity-based compensation

​

​

44,988

​

​

—

​

​

23,175

​

​

(23,175)

​

​

44,988

​

Depletion, depreciation and amortization

​

​

515,247

​

​

—

​

​

101,174

​

​

(101,174)

​

​

515,247

​

Impairment of property and equipment

​

​

44,746

​

​

—

​

​

—

​

​

—

​

​

44,746

​

Accretion of asset retirement obligations

​

​

2,971

​

​

—

​

​

133

​

​

(133)

​

​

2,971

​

Contract termination, loss contingency, settlements and other operating expenses

​

​

24,223

​

​

23,763

​

​

2,553

​

​

(2,553)

​

​

47,986

​

Loss (gain) on sale of assets

​

​

(447)

​

​

—

​

​

6,036

​

​

(6,036)

​

​

(447)

​

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

​

​

42

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30, 2024

​

​

​

​

​

​

​

Equity Method

​

​

​

​

​

​

​

Exploration

​

​

​

Investment in

​

Elimination of

​

​

​

​

​

and

​

​

​

Antero

​

Unconsolidated

​

Consolidated

​

​

 

Production

 

Marketing

 

Midstream

 

Affiliate

 

Total

 

Revenue and other:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas sales

​

$

1,274,503

​

​

—

​

​

—

​

​

—

​

​

1,274,503

​

Natural gas liquids sales

​

​

1,511,253

​

​

—

​

​

—

​

​

—

​

​

1,511,253

​

Oil sales

​

​

180,899

​

​

—

​

​

—

​

​

—

​

​

180,899

​

Commodity derivative fair value gains

​

​

22,229

​

​

—

​

​

—

​

​

—

​

​

22,229

​

Gathering, compression and water handling

​

​

—

​

​

—

​

​

818,716

​

​

(818,716)

​

​

—

​

Marketing

​

​

—

​

​

145,098

​

​

—

​

​

—

​

​

145,098

​

Amortization of deferred revenue, VPP

​

​

20,289

​

​

—

​

​

—

​

​

—

​

​

20,289

​

Other revenue and income

​

​

2,574

​

​

—

​

​

—

​

​

—

​

​

2,574

​

Total revenue

​

​

3,011,747

​

​

145,098

​

​

818,716

​

​

(818,716)

​

​

3,156,845

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lease operating

​

​

88,477

​

​

—

​

​

—

​

​

—

​

​

88,477

​

Gathering and compression

​

​

671,893

​

​

—

​

​

76,849

​

​

(76,849)

​

​

671,893

​

Processing

​

​

802,349

​

​

—

​

​

—

​

​

—

​

​

802,349

​

Transportation

​

​

546,664

​

​

—

​

​

—

​

​

—

​

​

546,664

​

Water handling

​

​

—

​

​

—

​

​

85,202

​

​

(85,202)

​

​

—

​

Production and ad valorem taxes

​

​

147,524

​

​

—

​

​

—

​

​

—

​

​

147,524

​

Marketing

​

​

—

​

​

192,764

​

​

—

​

​

—

​

​

192,764

​

Exploration

​

​

1,916

​

​

—

​

​

—

​

​

—

​

​

1,916

​

General and administrative (excluding equity-based compensation)

​

​

120,624

​

​

—

​

​

32,441

​

​

(32,441)

​

​

120,624

​

Equity-based compensation

​

​

49,293

​

​

—

​

​

32,871

​

​

(32,871)

​

​

49,293

​

Depletion, depreciation and amortization

​

​

513,787

​

​

—

​

​

107,205

​

​

(107,205)

​

​

513,787

​

Impairment of property and equipment

​

​

18,958

​

​

—

​

​

332

​

​

(332)

​

​

18,958

​

Accretion of asset retirement obligations

​

​

2,554

​

​

—

​

​

140

​

​

(140)

​

​

2,554

​

Loss (gain) on sale of assets

​

​

(1,127)

​

​

—

​

​

906

​

​

(906)

​

​

(1,127)

​

Contract termination, loss contingency, settlements and other operating expenses

​

​

3,901

​

​

—

​

​

1,339

​

​

(1,339)

​

​

3,901

​

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

​

​

43

Table of Contents

Exploration and Production Segment

The following table sets forth selected operating data of the exploration and production segment:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

Amount of

​

​

​

​

​

​

September 30,

​

Increase

​

Percent

​

​

​

   

2023

   

2024

   

(Decrease)

   

Change

​

​

Production data (1) (2):

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (Bcf)

​

​

606

​

​

597

​

​

(9)

​

(1)

%

​

C2 Ethane (MBbl)

​

​

19,251

​

​

21,873

​

​

2,622

​

14

%

​

C3+ NGLs (MBbl)

​

​

31,009

​

​

31,871

​

​

862

​

3

%

​

Oil (MBbl)

​

​

2,720

​

​

2,843

​

​

123

​

5

%

​

Combined (Bcfe)

​

​

924

​

​

936

​

​

12

​

1

%

​

Daily combined production (MMcfe/d)

​

​

3,383

​

​

3,417

​

​

34

​

1

%

​

Average prices before effects of derivative settlements (3):

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (per Mcf)

​

$

2.68

​

​

2.14

​

​

(0.54)

​

(20)

%

​

C2 Ethane (per Bbl) (4)

​

$

10.43

​

​

8.56

​

​

(1.87)

​

(18)

%

​

C3+ NGLs (per Bbl)

​

$

37.89

​

​

41.54

​

​

3.65

​

10

%

​

Oil (per Bbl)

​

$

63.38

​

​

63.63

​

​

0.25

​

*

​

​

Weighted Average Combined (per Mcfe)

​

$

3.43

​

​

3.17

​

​

(0.26)

​

(8)

%

​

Average realized prices after effects of derivative settlements (3):

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (per Mcf)

​

$

2.65

​

​

2.15

​

​

(0.50)

​

(19)

%

​

C2 Ethane (per Bbl) (4)

​

$

10.43

​

​

8.56

​

​

(1.87)

​

(18)

%

​

C3+ NGLs (per Bbl)

​

$

37.84

​

​

41.68

​

​

3.84

​

10

%

​

Oil (per Bbl)

​

$

63.04

​

​

63.49

​

​

0.45

​

1

%

​

Weighted Average Combined (per Mcfe)

​

$

3.41

​

​

3.18

​

​

(0.23)

​

(7)

%

​

Average costs (per Mcfe):

​

​

​

​

​

​

​

​

​

​

​

​

​

Lease operating

​

$

0.10

​

​

0.09

​

​

(0.01)

​

(10)

%

​

Gathering and compression

​

$

0.69

​

​

0.72

​

​

0.03

​

4

%

​

Processing

​

$

0.83

​

​

0.86

​

​

0.03

​

4

%

​

Transportation

​

$

0.62

​

​

0.58

​

​

(0.04)

​

(6)

%

​

Production and ad valorem taxes

​

$

0.13

​

​

0.16

​

​

0.03

​

23

%

​

Marketing expense, net

​

$

0.07

​

​

0.05

​

​

(0.02)

​

(29)

%

​

General and administrative (excluding equity-based compensation)

​

$

0.13

​

​

0.13

​

​

—

​

*

​

​

Depletion, depreciation, amortization and accretion

​

$

0.56

​

​

0.55

​

​

(0.01)

​

(2)

%

​

*Not meaningful

(1)Production data excludes volumes related to the VPP.
(2)Oil and NGLs production was converted at 6 Mcf per Bbl to calculate total Bcfe production and per Mcfe amounts. This ratio is an estimate of the equivalent energy content of the products and may not reflect their relative economic value.
(3)Average prices reflect the before and after effects of our settled commodity derivatives. Our calculation of such after effects includes gains (losses) on settlements of commodity derivatives (but do not include payments from the derivative monetizations in 2023), which do not qualify for hedge accounting because we do not designate or document them as hedges for accounting purposes.
(4)The average realized price for the nine months ended September 30, 2023 and 2024 includes $13 million and $2 million, respectively, of proceeds related to a take-or-pay contract. Excluding the effect of these proceeds, the average realized price for ethane before and after the effects of derivatives for the nine months ended September 30, 2023 and 2024 would have been $9.77 per Bbl and $8.48 per Bbl, respectively.

​

Natural gas sales. Revenues from sales of natural gas decreased from $1.6 billion for the nine months ended September 30, 2023 to $1.3 billion for the nine months ended September 30, 2024, a decrease of $0.3 billion, or 21%. Lower commodity prices (excluding the effects of derivative settlements) during the nine months ended September 30, 2024 accounted for an approximate $323 million decrease in year-over-year natural gas sales revenue (calculated as the change in the year-to-year average price times current year production volumes). Lower natural gas production volumes accounted for an approximate $24 million decrease in year-over-year natural gas sales revenue (calculated as the change in year-to-year volumes times the prior year average price).

NGLs sales. Revenues from sales of NGLs increased from $1.4 billion for the nine months ended September 30, 2023 to $1.5 billion for the nine months ended September 30, 2024, an increase of $0.1 billion, or 10%. Higher commodity prices (excluding the effects of derivative settlements) during the nine months ended September 30, 2024 accounted for an approximate $76 million increase in year-over-year revenues (calculated as the change in the year-to-year average price times current year production volumes). Higher NGLs production volumes accounted for an approximate $60 million increase in year-over-year NGLs revenues (calculated as the change in year-to-year volumes times the prior year average price).

44

Table of Contents

Oil sales. Revenues from sales of oil increased from $172 million for the nine months ended September 30, 2023 to $181 million for the nine months ended September 30, 2024, an increase of $9 million, or 5%. Higher oil prices, excluding the effects of derivative settlements, accounted for an approximate $1 million increase in year-over-year oil revenues (calculated as the change in the year-to-year average price times current year production volumes). Higher oil production volumes during the nine months ended September 30, 2024 accounted for an approximate $8 million increase in year-over-year oil revenues (calculated as the change in year-to-year volumes times the prior year average price).

Commodity derivative fair value gains. Our commodity derivatives included variable price swap contracts, swaptions, basis swap contracts, call options and embedded put options. Because we do not designate these derivatives as accounting hedges, they do not receive hedge accounting treatment. Consequently, all mark-to-market gains or losses, as well as cash receipts or payments on settled derivative instruments, are recognized in our statements of operations. For the nine months ended September 30, 2023 and 2024, our commodity hedges resulted in derivative fair value gains of $138 million and $22 million, respectively. For the nine months ended September 30, 2023, commodity derivative fair value gains included $17 million of cash payments on settled commodity derivative losses and a $202 million cash payment for the early settlement of our swaption. For the nine months ended September 30, 2024, commodity derivative fair value gains included $12 million of net cash proceeds for settled derivative gains.

Commodity derivative fair value gains or losses vary based on future commodity prices and have no cash flow impact until the derivative contracts are settled or monetized prior to settlement. Derivative asset or liability positions at the end of any accounting period may reverse to the extent future commodity prices increase or decrease from their levels at the end of the accounting period, or as gains or losses are realized through settlement. Additionally, substantially all of our production is currently unhedged for 2024 and beyond, which limits our exposure to volatility in the fair value of our derivative instruments related to commodity price changes in the future.

Amortization of deferred revenue, VPP. Amortization of deferred revenues associated with the VPP decreased from $23 million for the nine months ended September 30, 2023 to $20 million for the nine months ended September 30, 2024, a decrease of $3 million or 11%, primarily due to lower production volumes attributable to the VPP properties between periods. Amortization of the deferred revenues associated with the VPP are recognized as the production volumes are delivered at $1.61 per MMBtu over the contractual term.

Lease operating expense. Lease operating expense decreased from $92 million, or $0.10 per Mcfe, for the nine months ended September 30, 2023 to $88 million, or $0.09 per Mcfe, for the nine months ended September 30, 2024, primarily due to lower water disposal costs and workover expense during the nine months ended September 30, 2024, partially offset by higher oilfield service costs between periods.

Gathering, compression, processing and transportation expense. Gathering, compression, processing and transportation expense remained consistent at $2.0 billion for the nine months ended September 30, 2023 and 2024. This was primarily a result of the following:

●Gathering and compression costs on a per unit basis increased from $0.69 per Mcfe for the nine months ended September 30, 2023 to $0.72 per Mcfe for the nine months ended September 30, 2024, primarily due to the expiration of the growth incentive fee rebate program on December 31, 2023 and annual CPI-based adjustments between periods. During the nine months ended September 30, 2023, we earned fee rebates of $36 million under this program.
●Processing costs on a per unit basis increased from $0.83 per Mcfe for the nine months ended September 30, 2023 to $0.86 per Mcfe for the nine months ended September 30, 2024, primarily due to increased costs for NGLs processing and transportation, which includes an annual CPI-based adjustment during the first quarter of 2024 and higher NGLs transportation fees.
●Transportation costs on a per unit basis decreased from $0.62 per Mcfe for the nine months ended September 30, 2023 to $0.58 per Mcfe for the nine months ended September 30, 2024 primarily due to lower demand fees and lower fuel costs as a result of lower natural gas prices between periods.

Production and ad valorem tax expense.  Production and ad valorem taxes increased from $118 million for the nine months ended September 30, 2023 to $148 million for the nine months ended September 30, 2024, an increase of $30 million, or 25%, primarily due to higher ad valorem taxes and production volumes between periods, partially offset by lower natural gas prices during the nine months ended September 30, 2024. Production and ad valorem taxes as a percentage of natural gas revenues increased from 7% for the nine months ended September 30, 2023 to 12% for the nine months ended September 30,

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2024, primarily as a result of higher ad valorem taxes, which 2024 West Virginia ad valorem taxes are based on commodity prices during 2022.

General and administrative expense. General and administrative expense (excluding equity-based compensation expense) decreased from $125 million for the nine months ended September 30, 2023 to $121 million for nine months ended September 30, 2024, a decrease of $4 million, or 3%, primarily due to lower professional service fees between periods. General and administrative expense on a per unit basis (excluding equity-based compensation) remained consistent at $0.13 per Mcfe for the nine months ended September 30, 2023 and 2024.

Equity-based compensation expense. Non-cash equity-based compensation expense increased from $45 million for the nine months ended September 30, 2023 to $49 million for the nine months ended September 30, 2024, an increase of $4 million, or 10%. This increase was primarily due to RSU award expense attributable to awards granted in the fourth quarter of 2023 and first quarter of 2024, partially offset by lower PSU award expense between periods and equity-based awards granted in prior years that were fully vested between periods. See Note 9—Equity-Based Compensation to the unaudited condensed consolidated financial statements for more information.

Depletion, depreciation and amortization expense. DD&A expense remained relatively consistent at $515 million, or $0.56 per Mcfe, and $514 million, or $0.55 per Mcfe, for the nine months ended September 30, 2023 and 2024, respectively.

Impairment of property and equipment. Impairment of oil and gas properties decreased from $45 million for the nine months ended September 30, 2023 to $19 million for the nine months ended September 30, 2024, a decrease of $26 million, primarily due to lower impairments of expiring leases between periods. During both periods, we recognized impairments primarily related to expiring leases as well as design and initial costs related to pads we no longer plan to place into service.

Contract termination, loss contingency, settlements and other operating expenses. Contract termination, loss contingency, settlements and other operating expenses attributable to our exploration and production segment decreased from $24 million for the nine months ended September 30, 2023 to $4 million for the nine months ended September 30, 2024. This decrease was primarily due to a loss contingency recorded in the third quarter of 2023 and lower expense associated with the early termination of certain completion contracts between periods, partially offset by our receipt of 0.1 million shares of Antero Midstream common stock during the third quarter of 2024 as part of a judgment in a legal proceeding with an unaffiliated third-party.

Marketing Segment

Where feasible, we purchase and sell third-party natural gas and NGLs and market our excess firm transportation capacity, or engage third parties to conduct these activities on our behalf, in order to optimize the revenues from these transportation agreements. We have entered into long-term firm transportation agreements for a significant portion of our current and expected future production in order to secure guaranteed capacity to favorable markets.

Net marketing expense decreased from $62 million, or $0.07 per Mcfe, for the nine months ended September 30, 2023 to $48 million, or $0.05 per Mcfe, for the nine months ended September 30, 2024, primarily due to lower firm transportation commitments between periods.

Marketing revenue. Marketing revenue decreased from $155 million for the nine months ended September 30, 2023 to $145 million for the nine months ended September 30, 2024, a decrease of $10 million, or 7%. This fluctuation primarily resulted from the following:

●Natural gas marketing revenue decreased by $59 million between periods primarily due to lower natural gas marketing volumes and prices. Lower natural gas marketing volumes accounted for a $50 million decrease in year-over-year marketing revenues (calculated as the change in year-to-year volumes times the prior year average price), and lower natural gas prices accounted for a $9 million decrease in year-over-year marketing revenues (calculated as the change in the year-to-year average price times current year marketing volumes).
●Oil marketing revenue increased by $45 million between periods primarily due to higher oil marketing volumes and prices. Higher oil marketing volumes accounted for a $35 million increase in year-over-year marketing revenues (calculated as the change in year-to-year volumes times the prior year average price), and higher oil prices accounted for a $10 million increase in year-over-year marketing revenues (calculated as the change in the year-to-year average price times current year marketing volumes).

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●NGLs marketing revenues were $4 million for the nine months ended September 30, 2024. There were no NGLs marketing revenues for the nine months ended September 30, 2023.

Marketing expense. Marketing expense decreased from $217 million for the nine months ended September 30, 2023 to $193 million for the nine months ended September 30, 2024, a decrease of $24 million, or 11%. Marketing expense includes the cost of third-party purchased natural gas, NGLs and oil as well as firm transportation costs, including costs related to current excess firm capacity. The cost of third-party natural gas purchases decreased $47 million between periods, partially offset by increased oil and NGLs purchases of $38 million and $4 million, respectively. The total cost of third-party commodity purchases decreased primarily due to lower natural gas marketing volumes and prices between periods, partially offset by higher oil prices and marketing volumes during the nine months ended September 30, 2024. Firm transportation costs decreased $19 million from $82 million for the nine months ended September 30, 2023 to $63 million for the nine months ended September 30, 2024, primarily due to the reduction in firm transportation commitments between periods.

Contract termination, loss contingency, settlements and other operating expenses. Contract termination, loss contingency, settlements and other operating expenses attributable to our marketing segment for the nine months ended September 30, 2023, relate to a $24 million payment for the early termination of our firm transportation commitment of 200,000 MMBtu per day on the Equitrans pipeline. Our marketing segment did not incur any contract termination, loss contingency, settlements and other operating expenses for the nine months ended September 30, 2024.

Antero Midstream Segment

Antero Midstream revenue. Revenue from the Antero Midstream segment increased from $782 million for the nine months ended September 30, 2023 to $819 million for the nine months ended September 30, 2024, an increase of $37 million. This increase is primarily due to higher gathering and processing revenues of $66 million, partially offset by lower water handling revenues of $29 million. The increased gathering and processing revenues between periods is primarily a result of the expiration of the growth incentive fee rebate program on December 31, 2023, increased throughput and annual CPI-based gathering and compression rate adjustments between periods. The decreased water handling revenues between periods is primarily due to lower fresh water delivery volumes and lower water handling volumes that are billed at cost plus 3%, partially offset by higher blending volumes and an increased fresh water delivery rate due to an annual CPI-based adjustment during the nine months ended September 30, 2024.

Antero Midstream operating expense. Total operating expense related to the Antero Midstream segment increased from $325 million for the nine months ended September 30, 2023 to $337 million for the nine months ended September 30, 2024, an increase of $12 million. This increase is primarily due to higher general and administrative expense, including equity-based compensation expense, and depreciation expense between periods as well as lower gains on asset sale during the nine months ended September 30, 2024.

Items Not Allocated to Segments

Interest expense. Interest expense increased from $85 million for the nine months ended September 30, 2023 to $91 million for the nine months ended September 30, 2024, an increase of $6 million or 7%, primarily due to higher average Credit Facility borrowings between periods and higher benchmark interest rates during the nine months ended September 30, 2024.

Income tax expense (benefit). For the nine months ended September 30, 2023, we had income tax expense of $46 million, with an effective tax rate of 17%, related to our income before income taxes of $272 million. For the nine months ended September 30, 2024, we had an income tax benefit of $2 million, with an effective tax rate of 9%, related to our loss before income taxes of $25 million. The decrease in the effective tax rate between periods was primarily due to the effects of noncontrolling interests and our loss before income taxes during the nine months ended September 30, 2024.

Capital Resources and Liquidity

Sources and Uses of Cash

Our primary sources of liquidity have been through net cash provided by operating activities, borrowings under our Credit Facility, issuances of debt and equity securities and additional contributions from our asset sales, including our drilling partnership. Our primary use of cash has been for the exploration, development and acquisition of oil and natural gas properties. As we develop our reserves, we continually monitor what capital resources, including equity and debt financings, are available to meet our future financial obligations, planned capital expenditure activities and liquidity requirements. Our future success in developing our proved reserves and production will be highly dependent on net cash provided by operating activities and the capital resources available to us.

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Based on strip prices as of September 30, 2024, we believe that net cash provided by operating activities and available borrowings under the Credit Facility will be sufficient to meet our cash requirements, including normal operating needs, debt service obligations, capital expenditures and commitments and contingencies for at least the next 12 months.

Cash Flows

The following table summarizes our cash flows (in thousands):

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30,

​

​

​

2023

  

2024

  

Net cash provided by operating activities

​

$

682,546

​

​

571,286

​

Net cash used in investing activities

​

​

(914,137)

​

​

(588,251)

​

Net cash provided by financing activities

​

​

231,591

​

​

16,965

​

Net increase in cash and cash equivalents

​

$

—

​

​

—

​

​

Operating activities. Net cash provided by operating activities was $682 million and $571 million for the nine months ended September 30, 2023 and 2024, respectively. Net cash provided by operating activities decreased between periods primarily due to lower natural gas prices, changes in working capital and higher interest expense, partially offset by lower net marketing expense and higher NGLs and oil revenues between periods and a $202 million payment for early settlement of our swaption agreement in the nine months ended September 30, 2023.

Our net operating cash flows are sensitive to many variables, the most significant of which is the volatility of natural gas, NGLs and oil prices, as well as volatility in the cash flows attributable to settlement of our commodity derivatives. Prices for natural gas, NGLs and oil are primarily determined by prevailing market conditions. Regional and worldwide economic activity, weather, infrastructure capacity to reach markets, storage capacity and other variables influence the market conditions for these products. These factors are beyond our control and are difficult to predict.

Investing activities. Net cash used in investing activities decreased from $914 million for the nine months ended September 30, 2023 to $588 million for the nine months ended September 30, 2024, primarily due to lower well completions between periods, decreased drilling activity as a result of a lower rig count during the nine months ended September 30, 2024 and decreased leasing activity during the nine months ended September 30, 2024.

Financing activities. Net cash provided by financing activities decreased from $232 million for the nine months ended September 30, 2023 to $17 million for the nine months ended September 30, 2024. The decrease between periods is primarily due to lower net borrowings on our Credit Facility of $330 million and payment of debt issuance costs for our Unsecured Credit Facility of $6 million, partially offset by decreased share repurchases of $75 million and decreased distributions to the noncontrolling interests in Martica of $46 million between periods.

2024 Capital Budget and Capital Spending

On February 14, 2024, we announced a net capital budget for 2024 of $725 million to $800 million. Our budget includes: a range of $650 million to $700 million for drilling and completion and $75 million to $100 million for leasehold expenditures. We do not budget for acquisitions. During 2024, we plan to complete 45 to 50 net horizontal wells in the Appalachian Basin. We periodically review our capital expenditures and adjust our budget and its allocation based on liquidity, drilling results, leasehold acquisition opportunities and commodity prices. On October 30, 2024, we announced a decrease in our net capital budget for drilling and completion to a range of $640 million to $660 million to reflect operational efficiencies and the deferral of a drilled but uncompleted pad due to low natural gas prices. Our revised net capital budget for 2024 is $715 million to $760 million.

For the three months ended September 30, 2024, our total consolidated capital expenditures were $172 million, including drilling and completion costs of $148 million, leasehold acquisitions of $23 million and other capital expenditures of $1 million. For the nine months ended September 30, 2024, our total consolidated capital expenditures were $578 million, including drilling and completion costs of $499 million, leasehold acquisitions of $69 million and other capital expenditures of $10 million.

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Debt Agreements

See Note 7—Long Term Debt to the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2023 Form 10-K for information on our debt agreements.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in Note 2—Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent liabilities. Accounting estimates and assumptions are considered to be critical if there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported amounts in our unaudited condensed consolidated financial statements that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions used in preparation of our unaudited condensed consolidated financial statements. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2023 Form 10-K for information on our critical accounting estimates.

We evaluate the carrying amount of our proved natural gas, NGLs and oil properties for impairment on a geological reservoir basis whenever events or changes in circumstances indicate that a property’s carrying amount may not be recoverable. If the carrying amount of our proved properties exceeds the estimated undiscounted future net cash flows (measured using futures prices at the balance sheet date), we further evaluate our proved properties and record an impairment charge if the carrying amount of our proved properties exceeds the estimated fair value of the properties.

Based on future prices as of September 30, 2024, the estimated undiscounted future net cash flows exceeded the carrying amount and no further evaluation was required. We have not recorded any impairment expenses associated with our proved properties during the three and nine months ended September 30, 2023 and 2024.

We believe that the estimates and assumptions related to our undiscounted future net cash flows and the fair value of our proved properties are critical because different natural gas, NGLs and oil pricing, cost assumptions or discount rates, as applicable, may affect the recognition, timing and amount of an impairment and, if changed, could have a material effect on the Company's financial position and results of operations.

New Accounting Pronouncements

See Note 2—Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements for information on new accounting pronouncements.

Off-Balance Sheet Arrangements

See Note 13—Commitments to the unaudited condensed consolidated financial statements for further information on off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in natural gas, NGLs and oil prices, as well as interest rates. These disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

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Commodity Hedging Activities

Our primary market risk exposure is in the price we receive for our natural gas, NGLs and oil production. Pricing is primarily driven by spot regional market prices applicable to our U.S. natural gas production and the prevailing worldwide price for oil. Pricing for natural gas, NGLs and oil has, historically, been volatile and unpredictable, and we expect this volatility to continue in the future. The prices we receive for our production depend on many factors outside of our control, including volatility in the differences between commodity prices at sales points and the applicable index price.

We may enter into financial derivative instruments for a portion of our natural gas, NGLs and oil production when circumstances warrant and management believes that favorable future prices can be secured in order to mitigate some of the potential negative impact on our cash flows caused by changes in commodity prices. Due to our improved liquidity and leverage position as compared to historical levels, the percentage of our expected production that we hedge has decreased. For the three and nine months ended September 30, 2023 and 2024, substantially all of our production was unhedged. Our financial hedging activities may include commodity fixed price swaps, basis swaps, collars or other similar instruments related to the price risk associated with our production. These contracts are financial instruments and do not require or allow for physical delivery of the hedged commodity. As of September 30, 2024, our commodity derivatives included fixed swaps, basis differential swaps, call options and embedded put options at index-based pricing for a portion of our production. See Note 11—Derivative Instruments to our unaudited condensed consolidated financial statements for more information.

Our financial hedging activities are intended to support natural gas, NGLs and oil prices at targeted levels and to manage our exposure to natural gas, NGLs and oil price fluctuations. These contracts may include commodity price swaps whereby we will receive a fixed price and pay a variable market price to the contract counterparty, collars that set a floor and ceiling price for the hedged production, basis differential swaps or embedded options. These contracts are financial instruments and do not require or allow for physical delivery of the hedged commodity.

Based on our production and our derivative instruments that settled during the nine months ended September 30, 2024, our revenues would have decreased by $113 million for each $0.10 decrease per MMBtu in natural gas prices and $1.00 decrease per Bbl in oil and NGLs prices, excluding the effects of changes in the fair value of our derivative positions which remain open as of September 30, 2024.

All derivative instruments, other than those that meet the normal purchase and normal sale scope exception or other derivative scope exceptions, are recorded at fair market value in accordance with GAAP and are included in our consolidated balance sheets as assets or liabilities. The fair values of our derivative instruments are adjusted for non-performance risk. Because we do not designate these derivatives as accounting hedges, they do not receive hedge accounting treatment; therefore, all mark to market gains or losses, as well as cash receipts or payments on settled derivative instruments, are recognized in our statements of operations and comprehensive income. We present total gains or losses on commodity derivatives (for both settled derivatives and derivative positions which remain open) within operating revenues as commodity derivative fair value gains (losses) in the unaudited condensed consolidated statements of operations and comprehensive income (loss).

Mark-to-market adjustments of derivative instruments cause earnings volatility but have no cash flow impact relative to changes in market prices until the derivative contracts are settled or monetized prior to settlement. We expect continued volatility in the fair value of our derivative instruments. Our cash flows are impacted when the associated derivative contracts are settled or monetized by making or receiving payments to or from the counterparty. As of December 31, 2023 and September 30, 2024, the estimated fair value of our commodity derivative instruments was a net liability $37 million and $27 million, respectively, comprised of current and noncurrent assets and liabilities.

Counterparty and Customer Credit Risk

Our principal exposures to credit risk are through receivables resulting from the following: the sale of our natural gas, NGLs and oil production ($319 million as of September 30, 2024), which we market to energy companies, end users and refineries, and commodity derivative contracts ($7 million as of September 30, 2024).

We are subject to credit risk due to the concentration of our receivables from several significant customers for sales of natural gas, NGLs and oil. While we do at times require customers to post letters of credit or other credit support in connection with their obligations, we generally do not require our customers to post collateral. The inability or failure of our significant customers to meet their obligations to us, or their insolvency or liquidation, may adversely affect our financial results.

In addition, we are exposed to the credit risk of our counterparties for our derivative instruments. Credit risk is the potential failure of a counterparty to perform under the terms of a derivative contract. When the fair value of a derivative contract is positive, the counterparty is expected to owe us, which creates credit risk. To minimize the credit risk in derivative

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instruments, it is our policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions that management deems to be competent and competitive market makers. The creditworthiness of our counterparties is subject to periodic review. As of September 30, 2024, we have commodity hedges in place with four different counterparties, three of which are lenders under the Unsecured Credit Facility. We had derivative assets of $3 million with bank counterparties under our Unsecured Credit Facility as of September 30, 2024. The estimated fair value of our commodity derivative assets has been risk-adjusted using a discount rate based upon the counterparties’ respective published credit default swap rates (if available, or if not available, a discount rate based on the applicable Reuters bond rating) as of September 30, 2024. We believe that all of the counterparties to our derivative instruments are acceptable credit risks as of September 30, 2024. We are not required to provide credit support or collateral to any of our counterparties under our derivative contracts, nor are they required to provide credit support to us. As of September 30, 2024, we did not have any past-due receivables from, or payables to, any of the counterparties to our derivative contracts.

Interest Rate Risks

Our primary exposure to interest rate risk results from outstanding borrowings under the Credit Facility, which has a floating interest rate. The average annualized interest rate incurred on the Credit Facility for borrowings during the nine months ended September 30, 2024 was 7.70%. We estimate that a 1.0% increase in the applicable average interest rates for the nine months ended September 30, 2024 would have resulted in an estimated $3 million increase in interest expense.

​

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2024 at a level of reasonable assurance.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this item is included in Note 14—Contingencies to our unaudited condensed consolidated financial statements and is incorporated herein.

Item 1A. Risk Factors

We are subject to certain risks and hazards due to the nature of the business activities we conduct. For a discussion of these risks, see “Item 1A.  Risk Factors” in the 2023 Form 10-K. There have been no material changes to the risks described in such report. We may experience additional risks and uncertainties not currently known to us. Furthermore, as a result of developments occurring in the future, conditions that we currently deem to be immaterial may also materially and adversely affect us.

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Item 2. Unregistered Sales of Equity Securities

Issuer Purchases of Equity Securities

The following table sets forth our share purchase activity for each period presented:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total Number

​

Approximate

​

​

​

​

​

​

​

of Shares

​

Dollar Value

​

​

​

​

​

​

​

Repurchased

​

of Shares

​

​

​

​

​

​

​

as Part of

​

that May

​

​

​

Total Number

​

​

​

Publicly

​

Yet be Purchased

​

​

​

of Shares

​

Average Price

​

Announced

​

Under the Plan

​

Period

  

Purchased (1)

​

Paid Per Share

  

Plans

  

($ in thousands)

​

July 1, 2024 - July 31, 2024

​

20,196

​

$

32.01

​

—

​

$

1,050,901

​

August 1, 2024 - August 31, 2024

​

917

​

​

25.20

​

—

​

​

1,050,901

​

September 1, 2024 - September 30, 2024

​

—

​

​

—

​

—

​

​

1,050,901

​

Total

​

21,113

​

$

31.71

​

—

​

​

​

​

(1)The total number of shares purchased includes shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of equity-based awards held by our employees.

​

Item 4. Mine Safety Disclosures

The required disclosure under Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 C.F.R Section 229.104) is included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.

​

Item 5. Other Information

On October 30, 2024, the Company announced that the Board, upon the recommendation of its Nominating & Governance Committee, appointed Jeffrey S. Muñoz to the Board as a Class II director. Mr. Muñoz was also appointed to serve on the Board’s Audit Committee and Nominating & Governance Committee. The Board determined that Mr. Muñoz meets the independence requirements under the rules of the New York Stock Exchange and the Company’s independence standards, and that there are no transactions between the Company and Mr. Muñoz that would require disclosure under Item 404(a) of Regulation S-K. There are no understandings or arrangements between Mr. Muñoz and any other person pursuant to which Mr. Muñoz was selected to serve as a director of the Board.

Mr. Muñoz will receive the standard non-employee director compensation for serving on the Board and committees of the Board. The specific terms of such compensation are described further in the Company’s annual proxy statement that was filed with the SEC on April 25, 2024.

In connection with his appointment, the Company entered into an Indemnification Agreement with Mr. Muñoz pursuant to which the Company agreed to indemnify Mr. Muñoz to the fullest extent permitted under Delaware law against liability that may arise by reason of his service to the Company and to advance his expenses incurred as a result of any proceeding against him to which he could be indemnified.

The foregoing description is qualified in its entirety by reference to the full text of such Indemnification Agreement, the form of which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 17, 2018 and incorporated in this Item 5 by reference.

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Item 6. Exhibits

​

​

​

​

Exhibit
Number

​

Description of Exhibit

​

3.1

​

Amended and Restated Certificate of Incorporation of Antero Resources Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on October 17, 2013).

​

3.2

​

Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Antero Resources Corporation, dated June 8, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 001-36120) filed on June 8, 2023).

​

3.3

​

Second Amended and Restated Bylaws of Antero Resources Corporation, dated February 14, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 10-K (Commission File No. 001-36120) filed on February 15, 2023).

​

10.1

​

Amended and Restated Credit Agreement, dated as of July 30, 2024, among Antero Resources Corporation, as Borrower, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-36120) filed on July 31, 2024).

​

31.1*

​

Certification of the Company’s Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).

​

31.2*

​

Certification of the Company’s Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 7241).

​

32.1*

​

Certification of the Company’s Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).

​

32.2*

​

Certification of the Company’s Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350).

​

95.1*

​

Federal Mine Safety and Health Act Information.

​

101*

​

The following financial information from this Quarterly Report on Form 10-Q of Antero Resources Corporation for the quarter ended September 30, 2024 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income, (iii) Condensed Consolidated Statements of Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text.

​

104

​

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

​

The exhibits marked with the asterisk symbol (*) are filed or furnished with this Quarterly Report on Form 10-Q.

​

​

​

​

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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ANTERO RESOURCES CORPORATION

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By:

/s/ MICHAEL N. KENNEDY

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Michael N. Kennedy

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Chief Financial Officer and Senior Vice President – Finance

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Date:

October 30, 2024

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