UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-36120

ANTERO RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		80-0162034
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

1615 Wynkoop Street, Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

(303) 357-7310

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	AR	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒		Accelerated Filer ☐
Non-accelerated Filer ☐		Smaller Reporting Company ☐
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes ☒ No

Number of shares of the registrant’s common stock outstanding as of April 19, 2024 (in thousands): 310,807

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PART I—FINANCIAL INFORMATION

ANTERO RESOURCES CORPORATION

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)


			(Unaudited)
	December 31,		March 31,
	2023		2024
Assets
Current assets:
Accounts receivable	$	42,619		40,121
Accrued revenue		400,805		326,218
Derivative instruments		5,175		6,579
Prepaid expenses		12,901		12,326
Other current assets		14,192		17,468
Total current assets		475,692		402,712
Property and equipment:
Oil and gas properties, at cost (successful efforts method):
Unproved properties		974,642		962,738
Proved properties		13,908,804		14,060,385
Gathering systems and facilities		5,802		5,802
Other property and equipment		98,668		104,409
		14,987,916		15,133,334
Less accumulated depletion, depreciation and amortization		(5,063,274)		(5,179,844)
Property and equipment, net		9,924,642		9,953,490
Operating leases right-of-use assets		2,965,880		2,932,501
Derivative instruments		5,570		3,929
Investment in unconsolidated affiliate		222,255		226,034
Other assets		25,375		29,828
Total assets	$	13,619,414		13,548,494
Liabilities and Equity
Current liabilities:
Accounts payable	$	38,993		38,081
Accounts payable, related parties		86,284		93,707
Accrued liabilities		381,340		314,957
Revenue distributions payable		361,782		358,560
Derivative instruments		15,236		14,148
Short-term lease liabilities		540,060		535,617
Deferred revenue, VPP		27,101		26,593
Other current liabilities		1,295		1,240
Total current liabilities		1,452,091		1,382,903
Long-term liabilities:
Long-term debt		1,537,596		1,510,109
Deferred income tax liability, net		834,268		844,230
Derivative instruments		32,764		25,538
Long-term lease liabilities		2,428,450		2,399,274
Deferred revenue, VPP		60,712		54,482
Other liabilities		59,431		60,082
Total liabilities		6,405,312		6,276,618
Commitments and contingencies
Equity:
Stockholders' equity:
Preferred stock, $0.01 par value; authorized - 50,000 shares; none issued		—		—
Common stock, $0.01 par value; authorized - 1,000,000 shares; 303,544 and 310,170 shares issued and outstanding as of December 31, 2023 and March 31, 2024, respectively		3,035		3,102
Additional paid-in capital		5,846,541		5,879,578
Retained earnings		1,131,828		1,168,173
Total stockholders' equity		6,981,404		7,050,853
Noncontrolling interests		232,698		221,023
Total equity		7,214,102		7,271,876
Total liabilities and equity	$	13,619,414		13,548,494

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited)

(In thousands, except per share amounts)


	Three Months Ended March 31,
	2023		2024
Revenue and other:
Natural gas sales	$	668,315		474,133
Natural gas liquids sales		495,435		517,862
Oil sales		51,811		64,717
Commodity derivative fair value gains		126,192		9,446
Marketing		58,529		48,520
Amortization of deferred revenue, VPP		7,533		6,738
Other revenue and income		533		855
Total revenue		1,408,348		1,122,271
Operating expenses:
Lease operating		29,321		29,121
Gathering, compression, processing and transportation		645,172		672,281
Production and ad valorem taxes		49,276		58,168
Marketing		81,361		59,813
Exploration and mine expenses		763		602
General and administrative (including equity-based compensation expense of $13,018 and $16,077 in 2023 and 2024, respectively)		57,261		55,862
Depletion, depreciation and amortization		167,582		173,054
Impairment of property and equipment		15,560		5,190
Accretion of asset retirement obligations		878		776
Contract termination and loss contingency		29,550		2,039
Loss (gain) on sale of assets		(91)		188
Other operating expense		225		17
Total operating expenses		1,076,858		1,057,111
Operating income		331,490		65,160
Other income (expense):
Interest expense, net		(25,700)		(30,187)
Equity in earnings of unconsolidated affiliate		17,681		23,347
Loss on convertible note inducement		(86)		—
Total other expense		(8,105)		(6,840)
Income before income taxes		323,385		58,320
Income tax expense		(62,183)		(10,033)
Net income and comprehensive income including noncontrolling interests		261,202		48,287
Less: net income and comprehensive income attributable to noncontrolling interests		47,771		11,942
Net income and comprehensive income attributable to Antero Resources Corporation	$	213,431		36,345

Net income per common share—basic	$	0.72		0.12
Net income per common share—diluted	$	0.69		0.12

Weighted average number of common shares outstanding:
Basic		296,763		304,943
Diluted		311,846		312,503

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands)


					Additional
	Common Stock				Paid-in		Retained		Treasury Stock				Noncontrolling		Total
	Shares		Amount		Capital		Earnings		Shares		Amount		Interests		Equity
Balances, December 31, 2022		297,393	$	2,974		5,838,848		913,896		(34)	$	(1,160)		262,596		7,017,154
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes		514		5		(11,464)		—		—		—		—		(11,459)
Conversion of 2026 Convertible Notes		4,030		40		17,132		—		—		—		—		17,172
Repurchases and retirements of common stock		(2,616)		(26)		(51,503)		(24,987)		34		1,160		—		(75,356)
Equity-based compensation		—		—		13,018		—		—		—		—		13,018
Distributions to noncontrolling interests		—		—		—		—		—		—		(51,339)		(51,339)
Net income and comprehensive income		—		—		—		213,431		—		—		47,771		261,202
Balances, March 31, 2023		299,321	$	2,993		5,806,031		1,102,340		—	$	—		259,028		7,170,392

Balances, December 31, 2023		303,544	$	3,035		5,846,541		1,131,828		—	$	—		232,698		7,214,102
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes		552		6		(9,030)		—		—		—		—		(9,024)
Conversion of 2026 Convertible Notes		6,074		61		25,990		—		—		—		—		26,051
Equity-based compensation		—		—		16,077		—		—		—		—		16,077
Distributions to noncontrolling interests		—		—		—		—		—		—		(23,617)		(23,617)
Net income and comprehensive income		—		—		—		36,345		—		—		11,942		48,287
Balances, March 31, 2024		310,170	$	3,102		5,879,578		1,168,173		—	$	—		221,023		7,271,876

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO RESOURCES CORPORATION

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Three Months Ended March 31,
	2023		2024
Cash flows provided by (used in) operating activities:
Net income including noncontrolling interests	$	261,202		48,287
Adjustments to reconcile net income to net cash provided by operating activities:
Depletion, depreciation, amortization and accretion		168,460		173,830
Impairments		15,560		5,190
Commodity derivative fair value gains		(126,192)		(9,446)
Gains (losses) on settled commodity derivatives		(14,268)		1,368
Payments for derivative monetizations		(202,339)		—
Deferred income tax expense		62,149		9,962
Equity-based compensation expense		13,018		16,077
Equity in earnings of unconsolidated affiliate		(17,681)		(23,347)
Dividends of earnings from unconsolidated affiliate		31,285		31,285
Amortization of deferred revenue		(7,533)		(6,738)
Amortization of debt issuance costs and other		871		715
Settlement of asset retirement obligations		(308)		(322)
Contract termination and loss contingency		—		200
Loss (gain) on sale of assets		(91)		188
Loss on convertible note inducement		86		—
Changes in current assets and liabilities:
Accounts receivable		5,282		2,498
Accrued revenue		328,349		74,587
Prepaid expenses and other current assets		20,596		(2,701)
Accounts payable including related parties		34,604		3,244
Accrued liabilities		(143,346)		(60,825)
Revenue distributions payable		(86,331)		(3,222)
Other current liabilities		529		780
Net cash provided by operating activities		343,902		261,610
Cash flows provided by (used in) investing activities:
Additions to unproved properties		(73,527)		(27,044)
Drilling and completion costs		(273,154)		(188,905)
Additions to other property and equipment		(4,631)		(6,500)
Proceeds from asset sales		91		363
Change in other assets		417		(4,724)
Net cash used in investing activities		(350,804)		(226,810)
Cash flows provided by (used in) financing activities:
Repurchases of common stock		(75,356)		—
Borrowings on Credit Facility		1,492,700		1,125,700
Repayments on Credit Facility		(1,347,400)		(1,127,600)
Convertible note inducement		(86)		—
Distributions to noncontrolling interests in Martica Holdings LLC		(51,339)		(23,617)
Employee tax withholding for settlement of equity compensation awards		(11,459)		(9,024)
Other		(158)		(259)
Net cash provided by (used in) financing activities		6,902		(34,800)
Net increase in cash and cash equivalents		—		—
Cash and cash equivalents, beginning of period		—		—
Cash and cash equivalents, end of period	$	—		—

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	43,239		48,252
Decrease in accounts payable and accrued liabilities for additions to property and equipment	$	(9,918)		(3,275)

See accompanying notes to unaudited condensed consolidated financial statements.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(1) Organization

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

(2) Summary of Significant Accounting Policies

(a)	Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial information and should be read in the context of the Company’s December 31, 2023 consolidated financial statements and notes thereto for a more complete understanding of the Company’s operations, financial position and accounting policies. The Company’s December 31, 2023 consolidated financial statements were included in Antero Resources’ 2023 Annual Report on Form 10-K, which was filed with the SEC.

These unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, and, accordingly, do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments (consisting of normal and recurring accruals) considered necessary to present fairly the Company’s financial position as of December 31, 2023 and March 31, 2024, results of operations and cash flows for the three months ended March 31, 2023 and 2024. The Company has no items of other comprehensive income or loss; therefore, its net income or loss is equal to its comprehensive income or loss. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the full year because of the impact of fluctuations in prices received for natural gas, NGLs and oil, natural production declines, the uncertainty of exploration and development drilling results, fluctuations in the fair value of derivative instruments and other factors.

(b)	Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Antero Resources Corporation, its wholly owned subsidiaries and its variable interest entity (“VIE”), Martica Holdings LLC, (“Martica”), for which the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in the Company’s unaudited condensed consolidated financial statements.

(c)	Cash and Cash Equivalents

The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments. From time to time, the Company may be in the position of a “book overdraft” in which outstanding checks exceed cash and cash equivalents. The Company classifies book overdrafts in accounts payable and revenue distributions payable within its condensed consolidated balance sheets, and classifies the change in accounts payable associated with book overdrafts as an operating activity within its unaudited condensed consolidated statements of cash flows. As of December 31, 2023, the book overdrafts included within accounts payable and revenue distributions payable were $11 million and $19 million, respectively. As of March 31, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $7 million and $24 million, respectively.

(d)	Net Income Per Common Share

Net income per common share—basic for each period is computed by dividing net income attributable to Antero by the basic weighted average number of common shares outstanding during the period. Net income per common share—diluted for each period is computed after giving consideration to the potential dilution from (i) outstanding equity awards using the treasury stock method and (ii) shares of common stock issuable upon conversion of the 2026 Convertible Notes (as defined below in Note 7—Long-Term Debt) using the if-converted method. The Company includes restricted stock unit (“RSU”)

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

awards, performance share unit (“PSU”) awards and stock options in the calculation of diluted weighted average common shares outstanding based on the number of common shares that would be issuable if the end of the period was also the end of the performance period required for the vesting of the awards. During periods in which the Company incurs a net loss, diluted weighted average common shares outstanding are equal to basic weighted average common shares outstanding because the effects of all equity awards and the 2026 Convertible Notes are anti-dilutive.

The following is a reconciliation of the Company’s income attributable to common stockholders for basic and diluted net income per common share (in thousands):


	Three Months Ended March 31,
	2023		2024
Net income attributable to Antero Resources Corporation—common shareholders	$	213,431		36,345
Add: Interest expense for 2026 Convertible Notes		616		256
Less: Tax-effect of interest expense for 2026 Convertible Notes		(132)		(56)
Net income attributable to Antero Resources Corporation—common shareholders and assumed conversions	$	213,915		36,545

Net income per common share—basic	$	0.72		0.12
Net income per common share—diluted	$	0.69		0.12

Weighted average common shares outstanding—basic		296,763		304,943
Weighted average common shares outstanding—diluted		311,846		312,503

The following is a reconciliation of the Company’s basic weighted average common shares outstanding to diluted weighted average common shares outstanding during the periods presented (in thousands):


	Three Months Ended March 31,
	2023	2024
Basic weighted average number of common shares outstanding	296,763	304,943
Add: Dilutive effect of RSUs	2,150	1,307
Add: Dilutive effect of PSUs	1,060	1,389
Add: Dilutive effect of 2026 Convertible Notes	11,873	4,864
Diluted weighted average number of common shares outstanding	311,846	312,503

Weighted average number of outstanding securities excluded from calculation of diluted net income per common share ⁽¹⁾:
RSUs	969	371
PSUs	414	—
Stock options	324	259

(1)	The potential dilutive effects of these awards were excluded from the computation of net income per common share—diluted because the inclusion of these awards would have been anti-dilutive.

(e)	Recently Issued Accounting Standards

Reportable Segments

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 is intended to improve reportable segment disclosures primarily through enhanced disclosure of reportable segment expenses. This ASU is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. ASU 2023-07 is required to be applied retrospectively to all prior

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

periods presented in the financial statements. The Company is evaluating the impact that ASU 2023-07 will have on the financial statements and its plans for adoption, including the adoption date.

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 is intended to improve income tax disclosures primarily through enhanced disclosure of income tax rate reconciliation items, and disaggregation of income (loss) from continuing operations, income tax expense (benefit) and income taxes paid, net disclosures by federal, state and foreign jurisdictions, among others. This ASU is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted. The Company is evaluating the impact that ASU 2023-09 will have on the financial statements and its plans for adoption, including the adoption date and transition method.

(3) Transactions

(a)	Conveyance of Overriding Royalty Interest

On June 15, 2020, the Company announced the consummation of a transaction with an affiliate of Sixth Street Partners, LLC (“Sixth Street”) relating to certain overriding royalty interests across the Company’s existing asset base (the “ORRIs”). In connection with the transaction, the Company contributed the ORRIs to Martica and Sixth Street contributed $300 million in cash (subject to customary adjustments) and agreed to contribute up to an additional $102 million in cash if certain production thresholds attributable to the ORRIs were achieved in 2020 and 2021. The Company met these production thresholds and received the $102 million of additional contributions from Sixth Street during 2020 and 2021. All cash contributed by Sixth Street at the initial closing and received as part of these additional contributions was distributed to the Company.

The ORRIs include an overriding royalty interest of 1.25% of the Company’s working interest in all of its operated proved developed properties in West Virginia and Ohio, subject to certain excluded wells (the “Initial PDP Override”), and an overriding royalty interest of 3.75% of the Company’s working interest in all of its undeveloped properties in West Virginia and Ohio (the “Development Override”). Wells turned to sales after April 1, 2020 and prior to the later of (a) the date on which the Company turns to sales 2.2 million lateral feet (net to the Company’s interest) of horizontal wells burdened by the Development Override or (b) the earlier of (i) April 1, 2023 or (ii) the date on which the Company turns to sales 3.82 million lateral feet (net to the Company’s interest) of horizontal wells are subject to the Development Override. As of April 1, 2023, Sixth Street no longer has the right to participate in any new wells, and Martica reconveyed the Development Override to the Company, except for the portion relating to wells turned to sales prior to April 1, 2023.

The ORRIs also include an additional overriding royalty interest of 2.00% of the Company’s working interest in the properties underlying the Initial PDP Override (the “Incremental Override”). The Incremental Override (or a portion thereof, as applicable) may be re-conveyed to the Company (at the Company’s election) if certain production targets attributable to the ORRIs are achieved through March 31, 2023. Any portion of the Incremental Override that may not be re-conveyed to the Company based on the Company failing to achieve such production volumes through March 31, 2023 will remain with Martica. As of March 31, 2023, 24% of the Incremental Override (or a 0.48% overriding royalty interest) will remain with Martica.

Prior to Sixth Street achieving an internal rate of return of 13% and 1.5x cash-on-cash return (the “Hurdle”), Sixth Street will receive all distributions in respect of the Initial PDP Override and the Development Override, and 24% of all distributions in respect of the Incremental Override, and the Company will receive 76% of all distributions in respect of the Incremental Override. Following Sixth Street achieving the Hurdle, the Company will receive 85% of the distributions in respect of the ORRIs to which Sixth Street was entitled immediately prior to the Hurdle being achieved.

(b)	Drilling Partnership

On February 17, 2021, Antero Resources announced the formation of a drilling partnership with QL Capital Partners (“QL”), an affiliate of Quantum Energy Partners, for the Company’s 2021 through 2024 drilling program. Under the terms of the arrangement, each year in which QL participates represents an annual tranche, and QL will be conveyed a working interest in any wells spud by Antero Resources during such tranche year. For 2021 through 2024, Antero Resources and QL agreed to the estimated internal rate of return (“IRR”) of the Company’s capital budget for each annual tranche, and QL agreed to

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

participate in all four annual tranches. Antero Resources develops and manages the drilling program associated with each tranche, including the selection of wells. Additionally, for each annual tranche, Antero Resources and QL will enter into assignments, bills of sale and conveyances pursuant to which QL will be conveyed a proportionate working interest percentage in each well spud in that year, which conveyances will not be subject to any reversion.

Under the terms of the arrangement, QL funded development capital of 20%, 15% and 15% for wells spud in 2021, 2022 and 2023, respectively, and will fund 20% of development capital for wells spud in 2024, which funding amounts represent QL’s proportionate working interest in such wells. Additionally, Antero Resources may receive a carry in the form of a one-time payment from QL for each annual tranche if the IRR for such tranche exceeds certain specified returns, which will be determined no earlier than October 31 and no later than December 1 following the end of each tranche year. The Company received a carry of $29 million for each of the 2021 and 2022 tranches during the three months ended December 31, 2022 and 2023. All of the wells spud during each calendar year period will be a separate annual tranche. Capital costs in excess of, and cost savings below, a specified percentage of budgeted amounts for each annual tranche will be for Antero Resources’ account. Subject to the preceding sentence, for any wells included in a tranche, QL is obligated and responsible for its working interest share of costs and liabilities, and is entitled to its working interest share of revenues, associated with such wells for the life of such wells.

The Company has accounted for the drilling partnership as a conveyance under FASB Accounting Standards Codification (“ASC”) Topic 932, Extractive Activities—Oil and Gas, and such conveyances are recorded in the unaudited condensed consolidated financial statements as QL obtains its proportionate working interest in each well. No gain or loss was recognized for the interests conveyed during the three months ended March 31, 2023 and 2024.

(4) Revenue

(a)	Disaggregation of Revenue

The table set forth below presents revenue disaggregated by type and reportable segment to which it relates (in thousands). See Note 16—Reportable Segments to the unaudited condensed consolidated financial statements for more information on reportable segments.


	Three Months Ended March 31,
	2023		2024		Reportable Segment
Revenues from contracts with customers:
Natural gas sales	$	668,315		474,133	Exploration and production
Natural gas liquids sales (ethane)		72,050		63,030	Exploration and production
Natural gas liquids sales (C3+ NGLs)		423,385		454,832	Exploration and production
Oil sales		51,811		64,717	Exploration and production
Marketing		58,529		48,520	Marketing
Other revenue		175		273	Exploration and production
Total revenue from contracts with customers		1,274,265		1,105,505
Income from derivatives, deferred revenue and other sources, net		134,083		16,766
Total revenue	$	1,408,348		1,122,271

(b)	Transaction Price Allocated to Remaining Performance Obligations

For the Company’s product sales that have a contract term greater than one year, the Company utilized the practical expedient in FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which does not require the disclosure of the transaction price allocated to remaining performance obligations if the variable consideration is allocated entirely to a wholly unsatisfied performance obligation. Under the Company’s product sales contracts, each unit of product delivered to the customer represents a separate performance obligation; therefore, future volumes are wholly unsatisfied and disclosure of the transaction price allocated to remaining performance obligations is not required. For the Company’s product sales that have a contract term of one year or less, the Company utilized the practical expedient in ASC 606, which does not require the disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

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ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(c)	Contract Balances

Under the Company’s sales contracts, the Company invoices customers after its performance obligations have been satisfied, at which point payment is unconditional. Accordingly, the Company’s contracts do not give rise to contract assets or liabilities. As of December 31, 2023 and March 31, 2024, the Company’s receivables from contracts with customers were $401 million and $326 million, respectively.

(5) Equity Method Investment

As of March 31, 2024, Antero owned 28.9% of Antero Midstream’s common stock, which is reflected in Antero’s unaudited condensed consolidated financial statements using the equity method of accounting.

The following table sets forth a reconciliation of Antero’s investment in unconsolidated affiliate (in thousands):


Balance as of December 31, 2023 ⁽¹⁾	$	222,255
Equity in earnings of unconsolidated affiliate		23,347
Dividends from unconsolidated affiliate		(31,285)
Elimination of intercompany profit		11,717
Balance as of March 31, 2024 ⁽¹⁾	$	226,034

(1)	The fair value of the Company’s investment in Antero Midstream as of December 31, 2023 and March 31, 2024 was $1.7 billion and $2.0 billion, respectively, based on the quoted market share price of Antero Midstream.

(6) Accrued Liabilities

Accrued liabilities consisted of the following items (in thousands):


			(Unaudited)
	December 31,		March 31,
	2023		2024
Capital expenditures	$	38,848		28,755
Gathering, compression, processing and transportation expenses		160,758		159,657
Marketing expenses		36,428		18,667
Interest expense, net		33,066		14,331
Production and ad valorem taxes		51,516		48,004
General and administrative expense		35,641		21,988
Derivative settlements payable		1,037		269
Other		24,046		23,286
Total accrued liabilities	$	381,340		314,957

(7) Long-Term Debt

Long-term debt consisted of the following items (in thousands):


			(Unaudited)
	December 31,		March 31,
	2023		2024
Credit Facility ^(a)	$	417,200		415,300
8.375% senior notes due 2026 ^(b)		96,870		96,870
7.625% senior notes due 2029 ^(c)		407,115		407,115
5.375% senior notes due 2030 ^(d)		600,000		600,000
4.25% convertible senior notes due 2026 ^(e)		26,386		—
Total principal		1,547,571		1,519,285
Unamortized debt issuance costs		(9,975)		(9,176)
Long-term debt	$	1,537,596		1,510,109

Table of Contents

ANTERO RESOURCES CORPORATION

Notes to Unaudited Condensed Consolidated Financial Statements

(a)	Senior Secured Revolving Credit Facility

Antero Resources has a senior secured revolving credit facility (the “Credit Facility”) with a consortium of bank lenders. Borrowings under the Credit Facility are subject to borrowing base limitations based on the collateral value of Antero Resources’ assets and are subject to regular semi-annual redeterminations. As of December 31, 2023 and March 31, 2024, the Credit Facility had a borrowing base of $3.5 billion with lender commitments of $1.6 billion. The borrowing base was re-affirmed in the semi-annual redetermination in April 2024. The maturity date of the Credit Facility is the earlier of (i) October 26, 2026 and (ii) the date that is 180 days prior to the earliest stated redemption date of any series of the Company’s then outstanding senior notes. As of March 31, 2024, the Credit Facility had an available borrowing capacity of $752 million.

The Credit Facility contains requirements with respect to leverage and current ratios, and certain covenants, including restrictions on our ability to incur debt and limitations on our ability to pay dividends unless certain customary conditions are met, in each case, subject to customary carve-outs and exceptions. Antero Resources was in compliance with all of the financial covenants under the Credit Facility as of December 31, 2023 and March 31, 2024.

The Credit Facility provides for borrowing at either an Adjusted Term Secured Overnight Financing Rate (“SOFR”), an Adjusted Daily Simple SOFR or an Alternate Base Rate (each as defined in the Credit Facility). The Credit Facility provides for interest only payments until maturity at which time all outstanding borrowings are due. Interest is payable at a variable rate based on SOFR or the Alternate Base Rate, determined by election at the time of borrowing, plus an applicable margin rate under the Credit Facility. Interest at the time of borrowing is determined with reference to the Antero Resources’ then-current leverage ratio subject to certain exceptions. Commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from 0.375% to 0.500% with respect to the Credit Facility, determined with reference to borrowing base utilization, subject to certain exceptions based on the leverage ratio then in effect. The Credit Facility includes fall away covenants, lower interest rates and reduced collateral requirements that Antero Resources may elect if Antero Resources is assigned an Investment Grade Rating (as defined in the Credit Facility).

As of December 31, 2023, Antero Resources had an outstanding balance under the Credit Facility of $417 million, with a weighted average interest rate of 7.71%, and outstanding letters of credit of $501 million. As of March 31, 2024, Antero Resources had an outstanding balance under the Credit Facility of $415 million, with a weighted average interest rate of 7.68%, and outstanding letters of credit of $443 million.

(b)	8.375% Senior Notes Due 2026

On January 4, 2021, Antero Resources issued $500 million of 8.375% senior notes due July 15, 2026 (the “2026 Notes”) at par. The Company redeemed or otherwise repurchased $403 million principal amount of the 2026 Notes during 2021 and 2022, and as of March 31, 2024, $97 million principal amount of the 2026 Notes remained outstanding. The 2026 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2026 Notes rank pari passu to Antero Resources’ other outstanding senior notes. The 2026 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries. Interest on the 2026 Notes is payable on January 15 and July 15 of each year. Antero Resources may redeem all or part of the 2026 Notes at any time at redemption prices ranging from 104.188% currently to 100.00% on or after January 15, 2026. If Antero Resources undergoes a change of control followed by a rating decline, the holders of the 2026 Notes will have the right to require Antero Resources to repurchase all or a portion of the notes at a price equal to 101% of the principal amount of the 2026 Notes, plus accrued and unpaid interest.

(c)	7.625% Senior Notes Due 2029

On January 26, 2021, Antero Resources issued $700 million of 7.625% senior notes due February 1, 2029 (the “2029 Notes”) at par. The Company redeemed or otherwise repurchased $293 million principal amount of the 2029 Notes during 2021 and 2022, and as of March 31, 2024, $407 million principal amount of the 2029 Notes remained outstanding. The 2029 Notes are unsecured and effectively subordinated to the Credit Facility to the extent of the value of the collateral securing the Credit Facility. The 2029 Notes rank pari passu to Antero Resources’ other outstanding senior notes. The 2029 Notes are guaranteed on a full and unconditional and joint and several senior unsecured basis by Antero Resources’ existing subsidiaries that guarantee the Credit Facility and certain of its future restricted subsidiaries. Interest on the 2029 Notes is payable on February 1 and August 1 of each year. Antero Resources may redeem all or part of the 2029 Notes at any time at redemption prices ranging from 103.813% currently to 100.00% on or after February 1, 2027. If Antero Resources undergoes a change of


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		1
PART I—FINANCIAL INFORMATION		3
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	41
PART II—OTHER INFORMATION		41
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities	41
Item 4.	Mine Safety Disclosures	42
Item 5	Other Information	42
Item 6.	Exhibits	43
SIGNATURES		44