美國
證券交易委員會
華盛頓特區20549
表格
(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
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:
(根據其章程規定的註冊人準確名稱)
(註冊或組織的)州或其他司法轄區 | (內部稅務服務僱主識別號碼) | |
,(主要行政辦公地址) | (郵政編碼) |
(
(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 | ||||
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。 ☒
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。 ☒
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。
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
註冊人的普通股股本數量截至2024年10月25日(以千爲單位):
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. When considering these forward-looking statements, investors should keep in mind the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2023. These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include:
● | our ability to execute our business strategy; |
● | our production and natural gas, natural gas liquids (“NGLs”) and oil reserves; |
● | our financial strategy, liquidity and capital required for our development program; |
● | our ability to obtain debt or equity financing on satisfactory terms to fund acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness; |
● | our ability to execute our return of capital program; |
● | natural gas, NGLs and oil prices; |
● | impacts of geopolitical events, including the conflicts in Ukraine and in the Middle East, and world health events; |
● | timing and amount of future production of natural gas, NGLs and oil; |
● | our hedging strategy and results; |
● | our ability to meet minimum volume commitments and to utilize or monetize our firm transportation commitments; |
● | our future drilling plans; |
● | our projected well costs; |
● | competition; |
● | government regulations and changes in laws; |
● | pending legal or environmental matters; |
● | marketing of natural gas, NGLs and oil; |
● | leasehold or business acquisitions; |
● | costs of developing our properties; |
● | operations of Antero Midstream Corporation (“Antero Midstream”); |
● | our ability to achieve our greenhouse gas reduction targets and the costs associated therewith; |
● | general economic conditions; |
● | credit markets; |
1
● | uncertainty regarding our future operating results; and |
● | our other plans, objectives, expectations and intentions contained in this Quarterly Report on Form 10-Q. |
We caution investors that these forward-looking statements are subject to all of the risks and uncertainties incidental to our business, most of which are difficult to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility, inflation, supply chain or other disruption, availability and cost of drilling, completion and production equipment and services, environmental risks, drilling and completion and other operating risks, marketing and transportation risks, regulatory changes or changes in law, the uncertainty inherent in estimating natural gas, NGLs and oil reserves and in projecting future rates of production, cash flows and access to capital, the timing of development expenditures, conflicts of interest among our stockholders, impacts of geopolitical and world health events, cybersecurity risks, the state of markets for, and availability of, verified quality carbon offsets and the other risks described or referenced under the heading “Item 1A. Risk Factors” herein, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), which is on file with the Securities and Exchange Commission (“SEC”).
Reserve engineering is a process of estimating underground accumulations of natural gas, NGLs and oil that cannot be measured in an exact manner. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data, and the price and cost assumptions made by reservoir engineers. In addition, the results of drilling, testing and production activities, or changes in commodity prices, may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas, NGLs and oil that are ultimately recovered.
Should one or more of the risks or uncertainties described or referenced in this Quarterly Report on Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.
2
PART I—FINANCIAL INFORMATION
ANTERO RESOURCES CORPORATION
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
(Unaudited) | |||||||
December 31, | September 30, | ||||||
| 2023 |
| 2024 |
| |||
Assets | |||||||
Current assets: | |||||||
Accounts receivable | $ | |
| | |||
Accrued revenue | | | |||||
Derivative instruments | | | |||||
Prepaid expenses | | | |||||
Other current assets | | | |||||
Total current assets | | | |||||
Property and equipment: | |||||||
Oil and gas properties, at cost (successful efforts method): | |||||||
Unproved properties | | | |||||
Proved properties | | | |||||
Gathering systems and facilities | | | |||||
Other property and equipment | | | |||||
| | ||||||
Less accumulated depletion, depreciation and amortization | ( | ( | |||||
Property and equipment, net | | | |||||
Operating leases right-of-use assets | | | |||||
Derivative instruments | | | |||||
Investment in unconsolidated affiliate | | | |||||
Other assets | | | |||||
Total assets | $ | | | ||||
Liabilities and Equity | |||||||
Current liabilities: |
| ||||||
Accounts payable | $ | |
| | |||
Accounts payable, related parties | | | |||||
Accrued liabilities | | | |||||
Revenue distributions payable | | | |||||
Derivative instruments | | | |||||
Short-term lease liabilities | | | |||||
Deferred revenue, VPP | | | |||||
Other current liabilities | | | |||||
Total current liabilities | | | |||||
Long-term liabilities: | |||||||
Long-term debt | | | |||||
Deferred income tax liability, net | | | |||||
Derivative instruments | | | |||||
Long-term lease liabilities | | | |||||
Deferred revenue, VPP | | | |||||
Other liabilities | | | |||||
Total liabilities | | | |||||
Commitments and contingencies | |||||||
Equity: | |||||||
Stockholders' equity: | |||||||
Preferred stock, $ | |||||||
Common stock, $ | | | |||||
Additional paid-in capital | | | |||||
Retained earnings | | | |||||
Total stockholders' equity | | | |||||
Noncontrolling interests | | | |||||
Total equity | | | |||||
Total liabilities and equity | $ | | |
See accompanying notes to unaudited condensed consolidated financial statements.
3
ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
(In thousands, except per share amounts)
Three Months Ended September 30, | |||||||
| 2023 |
| 2024 |
| |||
Revenue and other: | |||||||
Natural gas sales | $ | | | ||||
Natural gas liquids sales | | | |||||
Oil sales | | | |||||
Commodity derivative fair value gains | | | |||||
Marketing | | | |||||
Amortization of deferred revenue, VPP | | | |||||
Other revenue and income | | | |||||
Total revenue | | | |||||
Operating expenses: | |||||||
Lease operating | | | |||||
Gathering, compression, processing and transportation | | | |||||
Production and ad valorem taxes | | | |||||
Marketing | | | |||||
Exploration | | | |||||
General and administrative (including equity-based compensation expense of $ | | | |||||
Depletion, depreciation and amortization | | | |||||
Impairment of property and equipment | | | |||||
Accretion of asset retirement obligations | | | |||||
Contract termination, loss contingency and settlements | | ( | |||||
Gain on sale of assets | ( | ( | |||||
Other operating expense | | | |||||
Total operating expenses | | | |||||
Operating income (loss) | | ( | |||||
Other income (expense): | |||||||
Interest expense, net | ( | ( | |||||
Equity in earnings of unconsolidated affiliate | | | |||||
Loss on early extinguishment of debt | — | ( | |||||
Total other expense | ( | ( | |||||
Income (loss) before income taxes | | ( | |||||
Income tax expense | ( | ( | |||||
Net income (loss) and comprehensive income (loss) including noncontrolling interests | | ( | |||||
Less: net income and comprehensive income attributable to noncontrolling interests | | | |||||
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation | $ | | ( | ||||
Net income (loss) per common share—basic | $ | | ( | ||||
Net income (loss) per common share—diluted | $ | | ( | ||||
Weighted average number of common shares outstanding: | |||||||
Basic | | | |||||
Diluted | | |
See accompanying notes to unaudited condensed consolidated financial statements.
4
ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
(In thousands, except per share amounts)
Nine Months Ended September 30, | |||||||
| 2023 |
| 2024 | ||||
Revenue and other: | |||||||
Natural gas sales | $ | | | ||||
Natural gas liquids sales | | | |||||
Oil sales | | | |||||
Commodity derivative fair value gains | | | |||||
Marketing | | | |||||
Amortization of deferred revenue, VPP | | | |||||
Other revenue and income | | | |||||
Total revenue | | | |||||
Operating expenses: | |||||||
Lease operating | | | |||||
Gathering, compression, processing and transportation | | | |||||
Production and ad valorem taxes | | | |||||
Marketing | | | |||||
Exploration and mine expenses | | | |||||
General and administrative (including equity-based compensation expense of $ | | | |||||
Depletion, depreciation and amortization | | | |||||
Impairment of property and equipment | | | |||||
Accretion of asset retirement obligations | | | |||||
Contract termination, loss contingency and settlements | | | |||||
Gain on sale of assets | ( | ( | |||||
Other operating expense | | | |||||
Total operating expenses | | | |||||
Operating income (loss) | | ( | |||||
Other income (expense): | |||||||
Interest expense, net | ( | ( | |||||
Equity in earnings of unconsolidated affiliate | | | |||||
Loss on early extinguishment of debt | — | ( | |||||
Loss on convertible note inducement | ( | — | |||||
Total other expense | ( | ( | |||||
Income (loss) before income taxes | | ( | |||||
Income tax benefit (expense) | ( | | |||||
Net income (loss) and comprehensive income (loss) including noncontrolling interests | | ( | |||||
Less: net income and comprehensive income attributable to noncontrolling interests | | | |||||
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation | $ | | ( | ||||
Net income (loss) per common share—basic | $ | | ( | ||||
Net income (loss) per common share—diluted | $ | | ( | ||||
Weighted average number of common shares outstanding: | |||||||
Basic | | | |||||
Diluted | | |
See accompanying notes to unaudited condensed consolidated financial statements.
5
ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In thousands)
Additional | |||||||||||||||||||||||||
Common Stock | Paid-in | Retained | Treasury Stock | Noncontrolling | Total | ||||||||||||||||||||
| Shares |
| Amount |
| Capital |
| Earnings | Shares |
| Amount |
| Interests |
| Equity |
| ||||||||||
Balances, December 31, 2022 | | $ | | | | ( | $ | ( | | | |||||||||||||||
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes | | | ( | — | — | — | — | ( | |||||||||||||||||
Conversion of 2026 Convertible Notes | | | | — | — | — | — | | |||||||||||||||||
Repurchases and retirements of common stock | ( | ( | ( | ( | | | — | ( | |||||||||||||||||
Equity-based compensation | — | — | | — | — | — | — | | |||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Net income and comprehensive income | — | — | — | | — | — | | | |||||||||||||||||
Balances, March 31, 2023 | | | | | — | — | | | |||||||||||||||||
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes | | | ( | — | — | — | — | ( | |||||||||||||||||
Equity-based compensation | — | — | | — | — | — | — | | |||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Net income (loss) and comprehensive income (loss) | — | — | — | ( | — | — | | ( | |||||||||||||||||
Balances, June 30, 2023 | | | | | — | — | | | |||||||||||||||||
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes | | — | ( | — | — | — | — | ( | |||||||||||||||||
Conversion of 2026 Convertible Notes | | — | | — | — | — | — | | |||||||||||||||||
Equity-based compensation | — | — | | — | — | — | — | | |||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||
Net income and comprehensive income | — | — | — | | — | — | | | |||||||||||||||||
Balances, September 30, 2023 | | $ | | | | — | $ | — | | |
See accompanying notes to unaudited condensed consolidated financial statements.
6
ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In thousands)
Additional | ||||||||||||||||||||||||
Common Stock | Paid-in | Retained | Treasury Stock | Noncontrolling | Total | |||||||||||||||||||
Shares |
| Amount |
| Capital |
| Earnings | Shares |
| Amount |
| Interests |
| Equity | |||||||||||
Balances, December 31, 2023 | | $ | | | | — | $ | — | | | ||||||||||||||
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes | | | ( | — | — | — | — | ( | ||||||||||||||||
Conversion of 2026 Convertible Notes | | | | — | — | — | — | | ||||||||||||||||
Equity-based compensation | — | — | | — | — | — | — | | ||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Net income and comprehensive income | — | — | — | | — | — | | | ||||||||||||||||
Balances, March 31, 2024 | | | | | — | — | | | ||||||||||||||||
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes | | | ( | — | — | — | — | ( | ||||||||||||||||
Equity-based compensation | — | — | | — | — | — | — | | ||||||||||||||||
Distributions to noncontrolling interests | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Net income (loss) and comprehensive income (loss) | — | — | — | ( | — | — | | ( | ||||||||||||||||
Balances, June 30, 2024 | | | | | — | — | | | ||||||||||||||||
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes | | — | ( | — | — | — | — | ( | ||||||||||||||||
Equity-based compensation | — | — | | — | — | — | — | | ||||||||||||||||
Distributions to noncontrolling interest | — | — | — | — | — | — | ( | ( | ||||||||||||||||
Net income (loss) and comprehensive income (loss) | — | — | — | ( | — | — | | ( | ||||||||||||||||
Balances, September 30, 2024 | | $ | | | | — | $ | — | | |
See accompanying notes to unaudited condensed consolidated financial statements.
7
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 | $ | | ( | ||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depletion, depreciation, amortization and accretion | | | |||||
Impairments | | | |||||
Commodity derivative fair value gains | ( | ( | |||||
Gains (losses) on settled commodity derivatives | ( | | |||||
Payments for derivative monetizations | ( | — | |||||
Deferred income tax expense (benefit) | | ( | |||||
Equity-based compensation expense | | | |||||
Equity in earnings of unconsolidated affiliate | ( | ( | |||||
Dividends of earnings from unconsolidated affiliate | | | |||||
Amortization of deferred revenue | ( | ( | |||||
Amortization of debt issuance costs and other | | | |||||
Settlement of asset retirement obligations | ( | ( | |||||
Contract termination, loss contingency and settlements | | | |||||
Gain on sale of assets | ( | ( | |||||
Loss on early extinguishment of debt | — | | |||||
Loss on convertible note inducement | | — | |||||
Changes in current assets and liabilities: | |||||||
Accounts receivable | ( | | |||||
Accrued revenue | | | |||||
Prepaid expenses and other current assets | | | |||||
Accounts payable including related parties | | | |||||
Accrued liabilities | ( | ( | |||||
Revenue distributions payable | ( | ( | |||||
Other current liabilities | | | |||||
Net cash provided by operating activities | | | |||||
Cash flows provided by (used in) investing activities: | |||||||
Additions to unproved properties | ( | ( | |||||
Drilling and completion costs | ( | ( | |||||
Additions to other property and equipment | ( | ( | |||||
Proceeds from asset sales | | | |||||
Change in other assets | ( | ( | |||||
Net cash used in investing activities | ( | ( | |||||
Cash flows provided by (used in) financing activities: | |||||||
Repurchases of common stock | ( | — | |||||
Borrowings on Credit Facility | | | |||||
Repayments on Credit Facility | ( | ( | |||||
Payment of debt issuance costs | — | ( | |||||
Convertible note inducement | ( | — | |||||
Distributions to noncontrolling interests in Martica Holdings LLC | ( | ( | |||||
Employee tax withholding for settlement of equity-based compensation awards | ( | ( | |||||
Other | ( | ( | |||||
Net cash provided by financing activities | | | |||||
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 | $ | | | ||||
Decrease in accounts payable and accrued liabilities for additions to property and equipment | $ | ( | ( |
See accompanying notes to unaudited condensed consolidated financial statements.
8
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 $
9
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 | $ | | ( | | ( | |||||||
Add: Interest expense for 2026 Convertible Notes | | — | | — | ||||||||
Less: Tax-effect of interest expense for 2026 Convertible Notes | ( | — | ( | — | ||||||||
Net income (loss) attributable to Antero Resources Corporation—common shareholders and assumed conversions | $ | | ( | | ( | |||||||
Net income (loss) per common share—basic | $ | | ( | | ( | |||||||
Net income (loss) per common share—diluted | $ | | ( | | ( | |||||||
Weighted average common shares outstanding—basic | | | | | ||||||||
Weighted average common shares outstanding—diluted | | | | |
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 | | | | | ||||
Add: Dilutive effect of RSUs | | — | | — | ||||
Add: Dilutive effect of PSUs | | — | | — | ||||
Add: Dilutive effect of 2026 Convertible Notes | | — | | — | ||||
Diluted weighted average number of common shares outstanding | | | | | ||||
Weighted average number of outstanding securities excluded from calculation of diluted net income (loss) per common share (1): | ||||||||
RSUs | | | | | ||||
PSUs | | | | | ||||
Stock options | | | | | ||||
2026 Convertible Notes | — | — | — | |
(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
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 $
The ORRIs include an overriding royalty interest of
11
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
Prior to Sixth Street achieving an internal rate of return of
(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
Under the terms of the arrangement, QL funded development capital of
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.
12
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(4) Revenue
(a) | Disaggregation of Revenue |
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
| 2023 |
| 2024 | 2023 | 2024 |
| Reportable Segment | |||||||
Revenues from contracts with customers: | ||||||||||||||
Natural gas sales | $ | | | | | Exploration and production | ||||||||
Natural gas liquids sales (ethane) | | | | | Exploration and production | |||||||||
Natural gas liquids sales (C3+ NGLs) | | | | | Exploration and production | |||||||||
Oil sales | | | | | Exploration and production | |||||||||
Marketing | | | | | Marketing | |||||||||
Other revenue | — | | | | Exploration and production | |||||||||
Total revenue from contracts with customers | | | | | ||||||||||
Income from derivatives, deferred revenue and other sources, net | | | | | ||||||||||
Total revenue | $ | | | | |
(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
(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 $
13
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
The following table sets forth a reconciliation of Antero’s investment in unconsolidated affiliate (in thousands):
Balance as of December 31, 2023 (1) | $ | | ||
Additional investments (2) | | |||
Equity in earnings of unconsolidated affiliate | | |||
Dividends from unconsolidated affiliate | ( | |||
Elimination of intercompany profit | | |||
Balance as of September 30, 2024 (1) | $ | |
(1) | The fair value of the Company’s investment in Antero Midstream as of December 31, 2023 and September 30, 2024 was $ |
(2) | During the three months ended September 30, 2024, the Company received |
(6) Accrued Liabilities
Accrued liabilities consisted of the following items (in thousands):
(Unaudited) | |||||||
December 31, | September 30, | ||||||
| 2023 |
| 2024 |
| |||
Capital expenditures | $ | |
| | |||
Gathering, compression, processing and transportation expenses | | | |||||
Marketing expenses | | | |||||
Interest expense, net |
| |
| | |||
Production and ad valorem taxes | | | |||||
General and administrative expense | | | |||||
Derivative settlements payable | | | |||||
Other |
| |
| | |||
Total accrued liabilities | $ | |
| |
(7) Long-Term Debt
Long-term debt consisted of the following items (in thousands):
(Unaudited) | |||||||
December 31, | September 30, | ||||||
| 2023 |
| 2024 |
| |||
Credit Facility (a) | $ | | | ||||
| | ||||||
| | ||||||
| | ||||||
| — | ||||||
Total principal | | | |||||
Unamortized debt issuance costs | ( | ( | |||||
Long-term debt | $ | | |
14
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 $
The Unsecured Credit Facility contains a financial maintenance covenant with respect to Antero Resources’ total indebtedness to capitalization ratio not to exceed
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
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 $
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 $
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 , 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
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 loans ranged from
As of December 31, 2023, Antero Resources had an outstanding balance under the Secured Credit Facility of $
(b) |
On January 4, 2021, Antero Resources issued $
(c) |
On January 26, 2021, Antero Resources issued $
(d) |
On June 1, 2021, Antero Resources issued $
16
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(e) |
On August 21, 2020, Antero Resources issued $
The Company extinguished $
The 2026 Convertible Notes bore interest at a fixed rate of
Conversions and Inducements
During the nine months ended September 30, 2023, $
On March 11, 2024, the Company called the $
(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 |
| $ | | |
Obligations incurred | | |||
Accretion expense | | |||
Settlement of obligations | ( | |||
Revisions to prior estimates | ( | |||
Asset retirement obligations—September 30, 2024 | $ | |
Asset retirement obligations are included in other liabilities on the Company’s condensed consolidated balance sheets.
17
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
The Amended AR LTIP provides for the reservation of
A total of
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 | $ | | | | | ||||||||
PSU awards | | | | | |||||||||
Converted AM RSU Awards (1) | — | — | | — | |||||||||
Equity awards issued to directors | | | | | |||||||||
Total expense | $ | | | | |
(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 | | $ | | |||
Granted | | | ||||
Vested | ( | | ||||
Forfeited | ( | | ||||
Total awarded and unvested—September 30, 2024 | | $ | |
As of September 30, 2024, there was $
18
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
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 | | % | |||
Risk-free interest rate | | % | |||
Weighted average fair value of awards granted | $ | |
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
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 | | $ | | |||
Granted | | | ||||
Vested (1) | ( | | ||||
Total awarded and unvested—September 30, 2024 | | $ | |
(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 |
As of September 30, 2024, there was $
19
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 | | $ | | $ | — | ||||||
Expired | ( | | — | — | |||||||
Outstanding—September 30, 2024 | | $ | | — | |||||||
Vested—September 30, 2024 | | $ | | $ | — | ||||||
Exercisable—September 30, 2024 | | $ | | $ | — |
(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 | $ | | | | | ||||||||
2029 Notes | | | | | |||||||||
2030 Notes | | | | | |||||||||
2026 Convertible Notes | | | — | — | |||||||||
Total | $ | | | | |
(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
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 | | Bbl/day | $ | | /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 | | MMBtu/day | $ | | /MMBtu | $ | | /MMBtu | |||||
January-December 2025 | Henry Hub | | MMBtu/day | | /MMBtu | | /MMBtu | |||||||
January-December 2026 | Henry Hub | | MMBtu/day | | /MMBtu | | /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 | | MMBtu/day | $ | | /MMBtu |
21
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 | | MMBtu/day | $ | | /MMBtu | ||||
January-March 2025 | Henry Hub | | MMBtu/day | | /MMBtu | |||||
Oil | ||||||||||
October-December 2024 | West Texas Intermediate | | Bbl/day | $ | | /Bbl | ||||
January-March 2025 | West Texas Intermediate | | Bbl/day | | /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 | $ | — | |
| ||||
Embedded derivatives—current | Derivative instruments | | | ||||||
Embedded derivatives—noncurrent | Derivative instruments |
| | |
| ||||
Total asset derivatives (1) |
|
| | |
| ||||
|
|
|
| ||||||
Liability derivatives not designated as hedges for accounting purposes: |
|
|
| ||||||
Commodity derivatives—current (2) | Derivative instruments |
| | |
| ||||
Commodity derivatives—noncurrent (2) | Derivative instruments |
| | |
| ||||
Total liability derivatives (1) |
|
| | |
| ||||
|
|
|
| ||||||
Net derivatives liability (1) | $ | ( | ( |
|
(1) | The fair value of derivative instruments was determined using Level 2 inputs. |
(2) | As of December 31, 2023, approximately $ |
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 | $ | | ( | — | | ( | | ||||||||||||
Embedded derivative assets | | — | | | — | | |||||||||||||
Commodity derivative liabilities | ( | | ( | ( | | ( |
22
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 | $ | | | | | |||||||||
Embedded derivative fair value gains (losses) (1) | Revenue | ( | | ( | ( |
(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 $
(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
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
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 | $ | | | ||||||
Drilling rigs and completion services | | | |||||||
Gas gathering lines and compressor stations (1) | | | |||||||
Office space | | | |||||||
Office, field and other equipment | | | |||||||
Total operating lease right-of-use assets | $ | | | ||||||
Operating lease liabilities: | |||||||||
Short-term operating lease liabilities | $ | | | ||||||
Long-term operating lease liabilities | | | |||||||
Total operating lease liabilities | $ | | | ||||||
Finance Leases | |||||||||
Finance lease right-of-use assets: | |||||||||
Vehicles | $ | | | ||||||
Total finance lease right-of-use assets (2) | $ | | | ||||||
Finance lease liabilities: | |||||||||
Short-term finance lease liabilities | $ | | | ||||||
Long-term finance lease liabilities | | | |||||||
Total finance lease liabilities | $ | | |
(1) | Gas gathering lines and compressor stations includes $ |
(2) | Financing lease assets are recorded net of accumulated amortization of $ |
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
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 | $ | | | | | ||||||||||
Operating lease cost | Statement of operations | General and administrative | | | | | |||||||||||
Operating lease cost | Statement of operations | Contract termination, loss contingency and settlements | | — | | — | |||||||||||
Operating lease cost | Statement of operations | Lease operating | | | | | |||||||||||
Operating lease cost | Balance sheet | Proved properties (1) | | | | | |||||||||||
Total operating lease cost | $ | | | | | ||||||||||||
Finance lease cost: | |||||||||||||||||
Amortization of right-of-use assets | Statement of operations | Depletion, depreciation and amortization | $ | | | | | ||||||||||
Interest on lease liabilities | Statement of operations | Interest expense | | | | | |||||||||||
Total finance lease cost | $ | | | | | ||||||||||||
Short-term lease payments | $ | | | | |
(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 | $ | | | ||||
Operating cash flows from finance leases | | | |||||
Investing cash flows from operating leases | | | |||||
Financing cash flows from finance leases | | | |||||
Noncash activities: | |||||||
Right-of-use assets obtained in exchange for new operating lease obligations | $ | | | ||||
Increase (decrease) to existing right-of-use assets and lease obligations from operating lease modifications, net (1) | $ | | ( |
(1) | During the nine months ended September 30, 2023, the weighted average discount rate for remeasured operating leases increased from |
25
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 | $ | | | | ||||||
2025 | | | | |||||||
2026 | | | | |||||||
2027 | | | | |||||||
2028 | | | | |||||||
Thereafter | | | | |||||||
Total lease payments | | | | |||||||
Less: imputed interest | ( | ( | ( | |||||||
Total | $ | | | |
(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 | ||||||||||
Weighted average discount rate | | % | | % | | % | | % |
(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
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
26
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 $
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
Gathering and compression fees paid by the Company related to these agreements were $
(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 | $ | | | | | | | ||||||||||||
2025 | | | | | | | |||||||||||||
2026 | | | | | | | |||||||||||||
2027 | | | | | | | |||||||||||||
2028 | | | | | — | | |||||||||||||
Thereafter | | | | | — | | |||||||||||||
Total | $ | | | | | | |
(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
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
(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
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
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
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 | $ | | | | ( | | ||||||||||
Intersegment | | — | | ( | | |||||||||||
Total revenue | | | | ( | | |||||||||||
Operating expenses: | ||||||||||||||||
Lease operating | | — | — | — | | |||||||||||
Gathering, compression, processing, transportation and water handling | | — | | ( | | |||||||||||
General and administrative | | — | | ( | | |||||||||||
Depletion, depreciation and amortization | | — | | ( | | |||||||||||
Impairment of property and equipment | | — | — | — | | |||||||||||
Other | | | | ( | | |||||||||||
Total operating expenses | | | | ( | | |||||||||||
Operating income (loss) | $ | | ( | | ( | | ||||||||||
Equity in earnings of unconsolidated affiliates | $ | | — | | ( | | ||||||||||
Capital expenditures for segment assets | $ | | — | | ( | |
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 | $ | | | | ( | | ||||||||||
Intersegment |
| | — | | ( | | ||||||||||
Total revenue | | | | ( | | |||||||||||
Operating expenses: | ||||||||||||||||
Lease operating | | — | — | — | | |||||||||||
Gathering, compression, processing, transportation and water handling | | — | | ( | | |||||||||||
General and administrative | | — | | ( | | |||||||||||
Depletion, depreciation and amortization | | — | | ( | | |||||||||||
Impairment of property and equipment | | — | | ( | | |||||||||||
Other | | | ( | | | |||||||||||
Total operating expenses | | | | ( | | |||||||||||
Operating income (loss) | $ | | ( | | ( | ( | ||||||||||
Equity in earnings of unconsolidated affiliates | $ | | — | | ( | | ||||||||||
Capital expenditures for segment assets | $ | | — | | ( | |
30
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 | $ | | | | ( | | ||||||||||
Intersegment |
| | — | | ( | | ||||||||||
Total revenue | | | | ( | | |||||||||||
Operating expenses: | ||||||||||||||||
Lease operating | | — | — | — | | |||||||||||
Gathering, compression, processing, transportation and water handling | | — | | ( | | |||||||||||
General and administrative | | — | | ( | | |||||||||||
Depletion, depreciation and amortization | | — | | ( | | |||||||||||
Impairment of property and equipment | | — | — | — | | |||||||||||
Other | | | | ( | | |||||||||||
Total operating expenses | | | | ( | | |||||||||||
Operating income (loss) | $ | | ( | | ( | | ||||||||||
Equity in earnings of unconsolidated affiliates | $ | | — | | ( | | ||||||||||
Capital expenditures for segment assets | $ | | — | | ( | |
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 | $ | | | | ( | | ||||||||||
Intersegment |
| | — | | ( | | ||||||||||
Total revenue | | | | ( | | |||||||||||
Operating expenses: | ||||||||||||||||
Lease operating | | — | — | — | | |||||||||||
Gathering, compression, processing, transportation and water handling | | — | | ( | | |||||||||||
General and administrative | | — | | ( | | |||||||||||
Depletion, depreciation and amortization | | — | | ( | | |||||||||||
Impairment of property and equipment | | — | | ( | | |||||||||||
Other | | | | ( | | |||||||||||
Total operating expenses | | | | ( | | |||||||||||
Operating income (loss) | $ | | ( | | ( | ( | ||||||||||
Equity in earnings of unconsolidated affiliates | $ | | — | | ( | | ||||||||||
Capital expenditures for segment assets | $ | | — | | ( | |
31
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 | $ | | — | | ( | | ||||||||||
Total assets | | | | ( | |
(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 | $ | | — | | ( | | ||||||||||
Total assets | | | | ( | |
(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 | $ | | ||
Noncurrent assets | | |||
Total assets | $ | | ||
Accounts payable, related parties | $ | | ||
Other current liabilities | | |||
Total current liabilities | | |||
Noncurrent liabilities | | |||
Total liabilities | $ | |
32
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 $1.65 billion that matures on July 30, 2029, subject to certain extension terms and conditions. Borrowings under the amended and restated facility are unsecured and are not guaranteed by any of our subsidiaries. See Note 7—Long-Term Debt to the unaudited condensed consolidated financial statements for more information.
Market Conditions and Business Trends
Commodity Markets
Prices for natural gas, NGLs and oil that we produce significantly impact our revenues and cash flows. Benchmark prices for natural gas decreased significantly, while benchmark prices for oil remained consistent and benchmark prices for NGLs increased during the nine months ended September 30, 2024 as compared to the same period of 2023. As a result of the lower benchmark natural gas prices and higher benchmark NGLs prices in 2024, we experienced a decrease in price realizations for natural gas and ethane products and an increase in price realization for NGLs products during the three and nine months ended September 30, 2024. We monitor the economic factors that impact natural gas, NGLs and oil prices, including domestic and foreign supply and demand indicators, domestic and foreign commodity inventories, the actions of Organization of Petroleum Exporting Countries and other large producing nations and the current conflicts in Ukraine and in the Middle East, among others. In the current economic environment, we expect that commodity prices for some or all of the commodities we produce could remain volatile. This volatility is beyond our control and may adversely impact our business, financial condition, results of operations and future cash flows.
33
The following table details the average benchmark natural gas, NGLs and oil prices:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2023 |
| 2024 |
| 2023 |
| 2024 | |||||||||
Henry Hub ($/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
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
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 |
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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
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
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
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
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.
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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
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
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).
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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,
45
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). |
46
● | 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.
47
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.
48
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 | Description of Exhibit | ||
3.1 | |||
3.2 | |||
3.3 | |||
10.1 | |||
31.1* | |||
31.2* | |||
32.1* | |||
32.2* | |||
95.1* | |||
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.
ANTERO RESOURCES CORPORATION | |
By: | /s/ MICHAEL N. KENNEDY |
Michael N. Kennedy | |
Chief Financial Officer and Senior Vice President – Finance | |
Date: | October 30, 2024 |
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