UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of | (IRS Employer Identification No.) | |
(Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act: | ||||
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. ☒
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). ☒
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.
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)
Number of shares of the registrant’s common stock outstanding as of April 25, 2025 (in thousands):
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 | |||
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. Words such as “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain such identifying words. When considering these forward-looking statements, investors should keep in mind the risk factors and other cautionary statements in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2024. 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:
● | natural gas, NGLs and oil prices; |
● | 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, capital expenditures, working capital requirements and the repayment or refinancing of indebtedness; |
● | our ability to execute our return of capital program; |
● | timing and amount of future production of natural gas, NGLs and oil; |
● | impacts of geopolitical events, including the conflicts in Ukraine and in the Middle East, and world health events; |
● | our ability to meet minimum volume commitments and to utilize or monetize our firm transportation commitments; |
● | marketing of natural gas, NGLs and oil; |
● | our future drilling plans; |
● | our projected well costs; |
● | our hedging strategy and results; |
● | costs of developing our properties; |
● | uncertainty regarding our future operating results; |
● | operations of Antero Midstream Corporation (“Antero Midstream”); |
● | competition; |
● | government regulations and changes in laws; |
● | pending legal or environmental matters; |
● | leasehold or business acquisitions; |
● | our ability to achieve our greenhouse gas reduction targets and the costs associated therewith; |
● | general economic conditions; |
1
● | credit markets; 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, 2024 (the “2024 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, | March 31, | ||||||
| 2024 |
| 2025 |
| |||
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 (Unaudited)
(In thousands, except per share amounts)
Three Months Ended March 31, | |||||||
| 2024 |
| 2025 | ||||
Revenue and other: | |||||||
Natural gas sales | $ | | | ||||
Natural gas liquids sales | | | |||||
Oil sales | | | |||||
Commodity derivative fair value gains (losses) | | ( | |||||
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 | | ( | |||||
Loss (gain) on sale of assets | | ( | |||||
Other operating expense | | | |||||
Total operating expenses | | | |||||
Operating income | | | |||||
Other income (expense): | |||||||
Interest expense, net | ( | ( | |||||
Equity in earnings of unconsolidated affiliate | | | |||||
Loss on early extinguishment of debt | — | ( | |||||
Total other income (expense) | ( | | |||||
Income before income taxes | | | |||||
Income tax expense | ( | ( | |||||
Net income and comprehensive income including noncontrolling interests | | | |||||
Less: net income and comprehensive income attributable to noncontrolling interests | | | |||||
Net income and comprehensive income attributable to Antero Resources Corporation | $ | | | ||||
Net income per common share—basic | $ | | | ||||
Net income 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 Stockholders’ Equity (Unaudited)
(In thousands)
Additional | |||||||||||||||||||
Common Stock | Paid-in | Retained | Noncontrolling | Total | |||||||||||||||
| Shares |
| Amount |
| Capital |
| Earnings | 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 | | $ | | | | | | ||||||||||||
Balances, December 31, 2024 | | $ | | | | | | ||||||||||||
Issuance of common stock upon vesting of equity-based compensation awards, net of shares withheld for income taxes | | | ( | — | — | ( | |||||||||||||
Repurchases and retirements of common stock | ( | ( | ( | ( | — | ( | |||||||||||||
Equity-based compensation | — | — | | — | — | | |||||||||||||
Distributions to noncontrolling interests | — | — | — | — | ( | ( | |||||||||||||
Net income and comprehensive income | — | — | — | | | | |||||||||||||
Balances, March 31, 2025 | | $ | | | | | |
See accompanying notes to unaudited condensed consolidated financial statements.
5
ANTERO RESOURCES CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Three Months Ended March 31, | |||||||
2024 |
| 2025 |
| ||||
Cash flows provided by (used in) operating activities: | |||||||
Net income including noncontrolling interests | $ | | | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depletion, depreciation, amortization and accretion | | | |||||
Impairments | | | |||||
Commodity derivative fair value losses (gains) | ( | | |||||
Gains (losses) on settled commodity derivatives | | ( | |||||
Deferred income tax expense | | | |||||
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 | | ( | |||||
Loss (gain) on sale of assets | | ( | |||||
Loss on early extinguishment of debt | — | | |||||
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 | — | ( | |||||
Repayment of senior notes | — | ( | |||||
Borrowings on Credit Facility | | | |||||
Repayments on Credit Facility | ( | ( | |||||
Distributions to noncontrolling interests in Martica Holdings LLC | ( | ( | |||||
Employee tax withholding for settlement of equity-based compensation awards | ( | ( | |||||
Other | ( | ( | |||||
Net cash used in 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.
6
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, 2024 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, 2024 consolidated financial statements were included in Antero Resources’ 2024 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, 2024 and March 31, 2025, results of operations for the three months ended March 31, 2024 and 2025 and cash flows for the three months ended March 31, 2024 and 2025. 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, 2025 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.
In the course of preparing our consolidated financial statements for the year ended December 31, 2024, the Company identified an error in the quarterly calculations related to depletion expense of the Company’s proved oil and gas properties. See Note 17—Immaterial Correction of Prior Period Error to the unaudited condensed consolidated financial statements for additional information.
(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, 2024, the book overdrafts included within accounts payable and revenue distributions payable were $
7
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(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-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 attributable to common stockholders for basic and diluted net income per common share (in thousands):
Three Months Ended March 31, | |||||||
| 2024 |
| 2025 | ||||
Net income 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 attributable to Antero Resources Corporation—common shareholders and assumed conversions | $ | | | ||||
Net income per common share—basic | $ | | | ||||
Net income 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 March 31, | |||||
|
| 2024 |
| 2025 |
|
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 per common share (1): |
| ||||
RSUs | | — |
| ||
Stock options | | |
(1) | The potential dilutive effects of these securities were excluded from the computation of net income per common share—diluted because the inclusion of these securities would have been anti-dilutive. |
(e) | Recently Adopted or 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 was effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning
8
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
after December 15, 2024. The Company adopted ASU 2023-07 in the 2024 Form 10-K for the year ended December 31, 2024, and it did not have a material impact on the Company’s consolidated financial statements.
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, although 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 consolidated 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.
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 is intended to improve the disclosure about certain operating expenses primarily through enhanced disclosure of cost of sales and selling, general and administrative expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 can be applied on either a prospective or a retrospective basis at the Company’s election. The Company is evaluating the impact that ASU 2024-03 will have on the consolidated financial statements and its plans for adoption, including its transition method and adoption date.
(3) Transactions
(a) | 2021-2024 Drilling Partnership |
On February 17, 2021, the Company 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 (“2021-2024 Drilling Partnership”). 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 the Company during such tranche year. For 2021 through 2024, the Company 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 2021-2024 Drilling Partnership as a conveyance under FASB Accounting Standards Codification (“ASC”) Topic 932, Extractive Activities—Oil and Gas, (“ASC 932”) and such conveyances are recorded in the unaudited condensed consolidated financial statements as QL obtains its proportionate working interest in each well.
9
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(b) | 2025 Drilling Partnership |
On December 11, 2024, the Company entered into a drilling partnership with an unaffiliated third-party (“2025 Drilling Partnership”). Under the terms of the arrangement, the third-party will participate in and fund a share of total development capital expenses for wells spud by the Company during the 2025 calendar year. For each well spud during the 2025 calendar year, the third-party will receive a
The Company has accounted for the 2025 Drilling Partnership as a conveyance under ASC 932 and such conveyances are recorded in the unaudited condensed consolidated financial statements as the third-party obtains its proportionate working interest in each well.
(4) Revenue
(a) | Disaggregation of Revenue |
Three Months Ended March 31, | ||||||||
| 2024 |
| 2025 |
| 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 (loss) 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, 2024 and March 31, 2025, the Company’s receivables from contracts with customers were $
10
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(5) Equity Method Investment
As of December 31, 2024 and March 31, 2025, Antero owned
The following table sets forth a reconciliation of Antero’s investment in unconsolidated affiliate (in thousands):
Balance as of December 31, 2024 (1) | $ | | ||
Equity in earnings of unconsolidated affiliate | | |||
Dividends from unconsolidated affiliate | ( | |||
Elimination of intercompany profit | | |||
Balance as of March 31, 2025 (1) | $ | |
(1) | The fair value of the Company’s investment in Antero Midstream as of December 31, 2024 and March 31, 2025 was $ |
(6) Accrued Liabilities
Accrued liabilities consisted of the following items (in thousands):
(Unaudited) | |||||||
December 31, | March 31, | ||||||
| 2024 |
| 2025 |
| |||
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, | March 31, | ||||||
| 2024 |
| 2025 |
| |||
Credit Facility (a) | $ | | | ||||
| — | ||||||
| | ||||||
| | ||||||
Total principal | | | |||||
Unamortized debt issuance costs | ( | ( | |||||
Long-term debt | $ | | |
11
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(a) | Credit Facility |
Antero Resources has a senior revolving credit facility with a syndicate 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 syndicate of bank lenders (“Unsecured Credit Facility”). Borrowings are unsecured and are not guaranteed by any of Antero Resources’ subsidiaries. As of March 31, 2025, the Unsecured Credit Facility had lender commitments of $
The Unsecured Credit Facility contains
The Unsecured Credit Facility provides for borrowing at Secured Overnight Financing Rate (“SOFR”) or an Alternate Base Rate, in each case, plus an Applicable Rate (each as defined in the Unsecured Credit Facility). There is a
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), (ii) to finance working capital needs and (iii) for other general corporate purposes, in each case of Antero Resources and its subsidiaries.
As of December 31, 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 with a syndicate 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. The Secured Credit Facility was refinanced in full and terminated upon the closing of the Unsecured Credit Facility on July 30, 2024.
12
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The Secured Credit Facility provided for borrowing at either an Adjusted Term SOFR, an Adjusted Daily Simple SOFR or an Alternate Base Rate, in each case, plus an Applicable Margin (each as defined in the Secured Credit Facility). The Secured Credit Facility provided for interest only payments until maturity at which time all outstanding borrowings would be due. Interest was payable at a variable rate based on SOFR or the Alternate Base Rate, determined by election at the time of borrowing, plus an Applicable Margin under the Secured Credit Facility. The Applicable Margin was determined with reference to Antero Resources’ then-current leverage ratio subject to certain exceptions, which for SOFR loans ranged from
(b) |
On January 4, 2021, Antero Resources issued $
(c) |
On January 26, 2021, Antero Resources issued $
(d) |
On June 1, 2021, Antero Resources issued $
(e) |
On August 21, 2020, Antero Resources issued $
13
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The Company extinguished $
The 2026 Convertible Notes bore interest at a fixed rate of
Conversions
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, 2024 |
| $ | | |
Obligations incurred | | |||
Accretion expense | | |||
Settlement of obligations | ( | |||
Revisions to prior estimates | | |||
Asset retirement obligations—March 31, 2025 | $ | |
Asset retirement obligations are included in other liabilities on the Company’s condensed consolidated balance sheets.
(9) Equity-Based Compensation
On June 5, 2024, the Company’s stockholders approved the Amended and Restated Antero Resources Corporation 2020 Long Term Incentive Plan (the “AR LTIP”). The AR LTIP provides for grants of stock options (including incentive stock options), stock appreciation rights, restricted stock awards, RSU awards, vested stock awards, dividend equivalent awards and other stock-based and cash awards. The terms and conditions of the awards granted are established by the Compensation Committee of Antero Resources’ Board of Directors (the “Board”). Employees, officers, non-employee directors and other service providers of the Company and its affiliates are eligible to receive awards under the AR LTIP.
The AR LTIP provides for the reservation of
A total of
14
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The Company’s equity-based compensation expense, by type of award, is as follows (in thousands):
Three Months Ended March 31, | |||||||
| 2024 | 2025 |
| ||||
RSU awards | $ | | | ||||
PSU awards | | | |||||
Equity awards issued to directors | | | |||||
Total expense | $ | | |
(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, 2024 | | $ | | |||
Granted | | | ||||
Vested | ( | | ||||
Forfeited | ( | | ||||
Total awarded and unvested—March 31, 2025 | | $ | |
As of March 31, 2025, there was $
(b) | Performance Share Unit Awards |
Performance Share Unit Awards Based on Total Shareholder Return
In March 2025, 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 2025 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 April 2022, 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
15
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
In March 2025, the Company granted PSUs to certain of its senior management and executive officers that vest based on the Company’s Net Debt to EBITDAX (as defined in the award agreement) 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, 2024 | | $ | | |||
Granted | | | ||||
Vested | ( | | ||||
Total awarded and unvested—March 31, 2025 | | $ | |
As of March 31, 2025, there was $
(10) Fair Value
The carrying values of accounts receivable and accounts payable as of December 31, 2024 and March 31, 2025 approximated market values because of their short-term nature. The carrying values of the amounts outstanding under the Credit Facility as of December 31, 2024 and March 31, 2025 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 (in thousands):
(Unaudited) | |||||||||||||
December 31, 2024 | March 31, 2025 | ||||||||||||
| Fair |
| Carrying |
| Fair |
| Carrying | ||||||
Value (1) | Value (2) | Value (1) | Value (2) | ||||||||||
2026 Notes | $ | | | — | — | ||||||||
2029 Notes | | | | | |||||||||
2030 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 and Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for information regarding the fair value of equity-based awards and derivative financial instruments, respectively.
16
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(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.
The Company was party to various commodity derivative contracts that settled during the three months ended March 31, 2024 and 2025. The Company enters derivative contracts when management believes that favorable future sales prices for the Company’s production can be secured. Under the Company’s 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. Under the Company’s collar agreements, when actual commodity prices upon settlement are below the floor price provided by the contract, the Company receives the difference from the counterparty. When actual commodity prices upon settlement are above the ceiling price, the Company pays the difference to the counterparty.
The Company’s derivative contracts have not been designated as hedges for accounting purposes; therefore, all gains and losses are recognized in the Company’s statements of operations and comprehensive income.
As of March 31, 2025, 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 |
| |||
Natural Gas | ||||||||||
April-December 2025 | Henry Hub | | MMBtu/day | $ | | /MMBtu |
As of March 31, 2025, the Company’s collar contract positions excluding Martica, the Company’s consolidated VIE, were as follows:
Weighted | Weighted | |||||||||||||
Average | Average | |||||||||||||
Commodity / Settlement Period |
| Index |
| Contracted Volume |
| Ceiling Price |
| Floor Price | ||||||
Natural Gas | ||||||||||||||
January-December 2026 | Henry Hub | | MMBtu/day | $ | | /MMBtu | $ | | /MMBtu |
17
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
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.
Embedded | ||||||||||||||
Call Option | Put Option | |||||||||||||
Commodity / Settlement Period |
| Index |
| Contracted Volume |
| Strike Price |
| Strike Price |
| |||||
Natural Gas | ||||||||||||||
April-December 2025 | Henry Hub | | MMBtu/day | $ | | /MMBtu | $ | | /MMBtu | |||||
January-December 2026 | Henry Hub | | MMBtu/day | | /MMBtu | | /MMBtu |
During the three months ended March 31, 2025, all of Martica’s derivative contracts expired, and as of March 31, 2025, Martica had
(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) | |||||||||
December 31, | March 31, | ||||||||
|
| Balance Sheet Location |
| 2024 | 2025 |
| |||
Asset derivatives not designated as hedges for accounting purposes: |
|
|
|
| |||||
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 | 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, 2024, $ |
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, 2024 | March 31, 2025 | ||||||||||||||||||
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 | ( | | ( | ( | | ( |
18
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
The following table sets forth a summary of derivative fair value gains and losses and where such values are recorded in the unaudited condensed consolidated statements of operations and comprehensive income (in thousands):
Statement of | |||||||||
Operations | Three Months Ended March 31, | ||||||||
| Location |
| 2024 |
| 2025 | ||||
Commodity derivative fair value gains (losses) (1) | Revenue | $ | | ( | |||||
Embedded derivative fair value gains (losses) (1) | Revenue | | ( |
(1) | The fair value of derivative instruments was determined using Level 2 inputs. |
(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 condensed consolidated 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.
19
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(a) | Supplemental Balance Sheet Information Related to Leases |
The Company’s lease assets and liabilities consisted of the following items (in thousands):
(Unaudited) | |||||||||
December 31, | March 31, | ||||||||
Leases |
| Balance Sheet Classification |
| 2024 |
| 2025 | |||
Operating Leases | |||||||||
Operating lease right-of-use assets: | |||||||||
Processing plants | Operating lease right-of-use assets | $ | | | |||||
Drilling rigs and completion services | Operating lease right-of-use assets | — | | ||||||
Gas gathering lines and compressor stations (1) | Operating lease right-of-use assets | | | ||||||
Office space | Operating lease right-of-use assets | | | ||||||
Office, field and other equipment | Operating lease right-of-use assets | | | ||||||
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.
20
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(b) | Supplemental Information Related to Leases |
Costs associated with operating and finance leases were included in the unaudited condensed consolidated statement of operations and comprehensive income (in thousands):
Three Months Ended March 31, | |||||||||||
Cost |
| Classification |
| Location |
| 2024 |
| 2025 | |||
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 | 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):
Three Months Ended March 31, | |||||||
| 2024 |
| 2025 | ||||
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 three months ended March 31, 2024, the weighted average discount rate for remeasured operating leases decreased from |
21
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(d) | Maturities of Lease Liabilities |
The table below is a schedule of future minimum payments for operating and financing lease liabilities as of March 31, 2025 (in thousands):
Operating Leases |
| Financing Leases | Total | |||||||
Remainder of 2025 | $ | | | | ||||||
2026 | | | | |||||||
2027 | | | | |||||||
2028 | | | | |||||||
2029 | | | | |||||||
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, 2024 | March 31, 2025 | |||||||||
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
22
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
agreement end in 2035, and the minimum compression and gathering fees for the Mountaineer gathering and compression agreement end in 2026. As of January 1, 2025, there were
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 March 31, 2025 (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 2025 | $ | | | | | | | ||||||||||||
2026 | | | | | | | |||||||||||||
2027 | | | | | | | |||||||||||||
2028 | | | | | - | | |||||||||||||
2029 | | | | | - | | |||||||||||||
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.
(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
23
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
proportionate share of costs based on its working interests. See Note 12—Leases to the unaudited condensed consolidated financial statements for additional information.
(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. There are
(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 were recorded in the consolidated statements of operations and comprehensive net loss during the year ended December 31, 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, the Company is unable to predict with certainty the ultimate outcome of such claims and proceedings. In a class action lawsuit to which the Company is a party, the U.S. District Court for the Northern District of West Virginia certified certain questions to the West Virginia Supreme Court (the “WVSC”). The WVSC answered the certified questions in November 2024, the effect of which would have broadened the scope of products for which the Company would owe royalties and would have also limited the amount of post-production costs the Company would be allowed to deduct from royalty payments made under certain of its leases. In December 2024, Antero petitioned the WVSC for rehearing on these certified questions, which stayed the issuance of the mandate required for the November 2024 opinion to take effect. The petition for rehearing was granted by the WVSC on
24
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
December 31, 2024. Oral argument on the matter was held before the WVSC on April 22, 2025, and we are currently awaiting a ruling. Rulings were recently received in two other 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 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 the foregoing 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
The Company’s operations, which are located in the United States, are organized into
The operating results and assets of the Company’s reportable segments were as follows (in thousands):
Three Months Ended March 31, 2024 | ||||||||||||||||
Equity Method | ||||||||||||||||
Exploration | Investment in | Elimination of | ||||||||||||||
and | Antero | Unconsolidated | Consolidated | |||||||||||||
| Production |
| Marketing |
| Midstream (1) |
| Affiliate |
| Total |
| ||||||
Sales and revenues: | ||||||||||||||||
Third-party | $ | | | | ( | | ||||||||||
Intersegment |
| | — | | ( | | ||||||||||
Total revenue | | | | ( | | |||||||||||
Operating expenses: | ||||||||||||||||
Lease operating | | — | — | — | | |||||||||||
Gathering and compression | | — | | ( | | |||||||||||
Processing | | — | — | — | | |||||||||||
Transportation | | — | — | — | | |||||||||||
Water handling | — | — | | ( | — | |||||||||||
Production and ad valorem taxes | | — | — | — | | |||||||||||
Marketing | — | | — | — | | |||||||||||
General and administrative (excluding equity-based compensation) | | — | | ( | | |||||||||||
Equity-based compensation | | — | | ( | | |||||||||||
Facility idling | — | — | | ( | — | |||||||||||
Depletion, depreciation and amortization | | — | | ( | | |||||||||||
Impairment of property and equipment | | — | — | — | | |||||||||||
Other (2) | | — | | ( | | |||||||||||
Total operating expenses | | | | ( | | |||||||||||
Operating income (loss) | $ | | ( | | ( | | ||||||||||
Equity in earnings of unconsolidated affiliates | $ | | — | | ( | | ||||||||||
Capital expenditures for segment assets | $ | | — | | ( | |
(1) | Amounts reflect those recorded in Antero Midstream’s unaudited condensed consolidated financial statements. |
(2) |
25
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
Three Months Ended March 31, 2025 | ||||||||||||||||
Equity Method | ||||||||||||||||
Exploration | Investment in | Elimination of | ||||||||||||||
and | Antero | Unconsolidated | Consolidated | |||||||||||||
| Production |
| Marketing |
| Midstream (1) |
| Affiliate |
| Total |
| ||||||
Sales and revenues: | ||||||||||||||||
Third-party | $ | | | | ( | | ||||||||||
Intersegment |
| | — | | ( | | ||||||||||
Total revenue | | | | ( | | |||||||||||
Operating expenses: | ||||||||||||||||
Lease operating | | — | — | — | | |||||||||||
Gathering and compression | | — | | ( | | |||||||||||
Processing | | — | — | — | | |||||||||||
Transportation | | — | — | — | | |||||||||||
Water handling | — | — | | ( | — | |||||||||||
Production and ad valorem taxes | | — | — | — | | |||||||||||
Marketing | — | | — | — | | |||||||||||
General and administrative (excluding equity-based compensation) | | — | | ( | | |||||||||||
Equity-based compensation | | — | | ( | | |||||||||||
Facility idling | — | — | | ( | — | |||||||||||
Depletion, depreciation and amortization | | — | | ( | | |||||||||||
Impairment of property and equipment | | — | | ( | | |||||||||||
Other (2) | ( | — | | ( | ( | |||||||||||
Total operating expenses | | | | ( | | |||||||||||
Operating income (loss) | $ | | ( | | ( | | ||||||||||
Equity in earnings of unconsolidated affiliates | $ | | — | | ( | | ||||||||||
Capital expenditures for segment assets | $ | | — | | ( | |
(1) | Amounts reflect those recorded in Antero Midstream’s unaudited condensed consolidated financial statements. |
(2) |
The summarized assets of the Company’s reportable segments are as follows (in thousands):
As of December 31, 2024 | ||||||||||||||||
Equity Method | ||||||||||||||||
Exploration | Investment in | Elimination of | ||||||||||||||
and | Antero | Unconsolidated | Consolidated | |||||||||||||
| Production |
| Marketing |
| Midstream (1) |
| Affiliate |
| Total | |||||||
Investments in unconsolidated affiliates | $ | | — | | ( | | ||||||||||
Total assets | | | | ( | |
(1) | Amounts reflect those recorded in Antero Midstream’s condensed consolidated financial statements. |
As of March 31, 2025 | ||||||||||||||||
Equity Method | ||||||||||||||||
Exploration | Investment in | Elimination of | ||||||||||||||
and | Antero | Unconsolidated | Consolidated | |||||||||||||
| Production |
| Marketing |
| Midstream (1) |
| Affiliate |
| Total |
| ||||||
Investments in unconsolidated affiliates | $ | | — | | ( | | ||||||||||
Total assets | | | | ( | |
(1) | Amounts reflect those recorded in Antero Midstream’s unaudited condensed consolidated financial statements. |
26
ANTERO RESOURCES CORPORATION
Notes to Unaudited Condensed Consolidated Financial Statements
(17) Immaterial Correction of Prior Period Error
In the course of preparing our consolidated financial statements for the year ended December 31, 2024, the Company identified an error in the quarterly calculations related to depletion expense of the Company’s proved oil and gas properties. This error had the effect of incorrectly reporting depletion expense amounts in prior periods, which resulted in incorrectly reporting depletion, depreciation and amortization expense and income tax (expense) benefit in prior periods.
After considering the guidance in Staff Accounting Bulletin (“SAB”) No. 99, Materiality, and FASB ASC Topic 250, Accounting Changes and Error Corrections, the Company evaluated the materiality of these amounts quantitatively and qualitatively and concluded that the error was not material to any of the Company’s prior annual or interim period financial statements. The unaudited condensed consolidated financial statements for the three months ended March 31, 2024 in this Quarterly Report on Form 10-Q, have been revised in accordance with SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, in order to reflect these corrections. The corrections reflect the adjustments to depletion, depreciation and amortization expense and income tax (expense) benefit described above, as well as the resulting adjustments to accumulated depletion, depreciation and amortization, deferred income tax liabilities, net and retained earnings (accumulated deficit). Retained earnings as of December 31, 2023 reflected in the accompanying consolidated statements of equity has been decreased by $
In addition to correcting the unaudited condensed consolidated financial statements, we have also corrected the following notes to the unaudited condensed consolidated financial statements for the effects of this error: (i) Note 2 — Summary of Significant Accounting Policies and (ii) Note 16 — Reportable Segments.
The following table presents the effect of the corrections on selected line items from the previously reported unaudited condensed consolidated financial statements as of March 31, 2024 (in thousands, except per share amounts):
Statement of Operations and Comprehensive Income | ||||||||||
Three Months Ended March 31, 2024 | ||||||||||
As Previously | As | |||||||||
Reported | Corrections | Corrected | ||||||||
Depletion, depreciation and amortization | $ | | | | ||||||
Total operating expenses | | | | |||||||
Operating income | | ( | | |||||||
Income before income taxes | | ( | | |||||||
Income tax expense | ( | | ( | |||||||
Net income, including noncontrolling interest | | ( | | |||||||
Net income and comprehensive income | | ( | | |||||||
Net income per common share—basic | $ | | ( | | ||||||
Net income per common share—diluted | $ | | ( | |
27
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 have assembled a portfolio of long-lived properties that are characterized by what we believe to be high repeatability and low geologic risk. 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 March 31, 2025, we held approximately 526,000 net acres in the Appalachian Basin.
Financing Highlights
Debt Repurchase Program
During the three months ended March 31, 2025, we redeemed the remaining $97 million aggregate principal amount of our 2026 Notes at a redemption price of 102.094% of the principal amount thereof, plus accrued and unpaid interest. In addition, we repurchased $19 million aggregate principal amount of our 2029 Notes through open market transactions at a weighted average price of 102.725% of the principal amount thereof, plus accrued and unpaid interest. See Note 7—Long-Term Debt to the unaudited condensed consolidated financial statements for additional information.
Share Repurchase Program
During 2022, our Board of Directors authorized a share repurchase program that allows us to repurchase up to $2.0 billion of outstanding common stock. During the three months ended March 31, 2025, we repurchased approximately 0.3 million shares of our common stock through our share repurchase program at a total cost of $10 million. As of March 31, 2025, we have approximately $1.0 billion of capacity remaining under our share repurchase program. The shares may be repurchased from time to time in open market transactions, through privately negotiated transactions or by other means in accordance with federal securities laws. The timing, as well as the number and value of shares repurchased under the program, will be determined by us at our discretion and will depend on a variety of factors, including the market price of our common stock, general market and economic conditions and applicable legal requirements.
28
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 and NGLs increased, while benchmark prices for oil decreased during the three months ended March 31, 2025 as compared to the same period of 2024. As a result of the higher benchmark natural gas and NGLs prices during the three months ended March 31, 2025, we experienced increased price realizations for these products between periods, partially offset by the effects of decreased benchmark oil prices on our oil price realizations as compared to the three months ended March 31, 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.
The following table details the average benchmark natural gas, NGLs and oil prices:
Three Months Ended March 31, | |||||||
| 2024 |
| 2025 | ||||
Henry Hub ($/Mcf) (1) | $ | 2.24 | 3.65 | ||||
Mont Belvieu Ethane ($/Bbl) (2) | 8.07 | 11.46 | |||||
Mont Belvieu C3+ NGLs ($/Bbl) (3) | 42.75 | 43.99 | |||||
West Texas Intermediate ($/Bbl) (4) | 76.96 | 71.42 |
(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 months ended March 31, 2024 and 2025, substantially all of our production was unhedged. Assuming our 2025 production is the same as our production in 2024, approximately 2% of our total production for 2025 is hedged through fixed price commodity swaps. As of March 31, 2025, the estimated fair value of our commodity derivative contracts was a net liability of $107 million. See Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for additional information.
Martica
Our consolidated VIE, Martica, also maintained 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 were fully attributable to the noncontrolling interests in Martica. During the three months ended March 31, 2025, all of Martica’s derivative contracts expired, and as of March 31, 2025, Martica’s had no derivative instruments. See Note 11—Derivative Instruments to the unaudited condensed consolidated financial statements for additional information.
29
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 2024. 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 second half of 2024, inflation rates began to approach the Federal Reserve’s stated goal of 2%, and the Federal Reserve decreased the federal funds rate by 1.0% between September and December 2024. While inflationary pressures in the United States’ economy have begun to subside, it is uncertain what impact recent tariff activity by the United States and foreign governments will have on inflation.
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, tariffs and other global trade restrictions, among others. While our supply chain has not experienced any significant interruptions as a result of such events, there can be no assurance that we will not experience interruptions in the future.
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.
Results of Operations
We have three reportable segments: (i) the exploration, development and production of natural gas, NGLs and oil; (ii) marketing and utilization of excess firm transportation capacity; and (iii) midstream services through 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 our unaudited condensed consolidated financial statements for additional information.
30
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2025
The operating results of our reportable segments were as follows (in thousands):
Three Months Ended March 31, 2024 | ||||||||||||||||
Equity Method | ||||||||||||||||
Exploration | Investment in | Elimination of | ||||||||||||||
and | Antero | Unconsolidated | Consolidated | |||||||||||||
| Production |
| Marketing |
| Midstream (1) |
| Affiliate |
| Total |
| ||||||
Revenue and other: | ||||||||||||||||
Natural gas sales | $ | 474,133 | — | — | — | 474,133 | ||||||||||
Natural gas liquids sales | 517,862 | — | — | — | 517,862 | |||||||||||
Oil sales | 64,717 | — | — | — | 64,717 | |||||||||||
Commodity derivative fair value gains | 9,446 | — | — | — | 9,446 | |||||||||||
Gathering, compression and water handling | — | — | 279,051 | (279,051) | — | |||||||||||
Marketing | — | 48,520 | — | — | 48,520 | |||||||||||
Amortization of deferred revenue, VPP | 6,738 | — | — | — | 6,738 | |||||||||||
Other revenue and income | 855 | — | — | — | 855 | |||||||||||
Total revenue | 1,073,751 | 48,520 | 279,051 | (279,051) | 1,122,271 | |||||||||||
Operating expenses: | ||||||||||||||||
Lease operating | 29,121 | — | — | — | 29,121 | |||||||||||
Gathering and compression | 223,530 | — | 26,143 | (26,143) | 223,530 | |||||||||||
Processing | 255,795 | — | — | — | 255,795 | |||||||||||
Transportation | 192,956 | — | — | — | 192,956 | |||||||||||
Water handling | — | — | 27,775 | (27,775) | — | |||||||||||
Production and ad valorem taxes | 58,168 | — | — | — | 58,168 | |||||||||||
Marketing | — | 59,813 | — | — | 59,813 | |||||||||||
Exploration | 602 | — | — | — | 602 | |||||||||||
General and administrative (excluding equity-based compensation) | 39,785 | — | 11,894 | (11,894) | 39,785 | |||||||||||
Equity-based compensation | 16,077 | — | 9,327 | (9,327) | 16,077 | |||||||||||
Depletion, depreciation and amortization | 190,475 | — | 37,095 | (37,095) | 190,475 | |||||||||||
Impairment of property and equipment | 5,190 | — | — | — | 5,190 | |||||||||||
Accretion of asset retirement obligations | 776 | — | — | — | 776 | |||||||||||
Loss on sale of assets | 188 | — | — | — | 188 | |||||||||||
Contract termination, loss contingency, settlements and other operating expenses | 2,056 | — | 566 | (566) | 2,056 | |||||||||||
Total operating expenses | 1,014,719 | 59,813 | 112,800 | (112,800) | 1,074,532 | |||||||||||
Operating income (loss) | $ | 59,032 | (11,293) | 166,251 | (166,251) | 47,739 | ||||||||||
Equity in earnings of unconsolidated affiliates | $ | 23,347 | — | 27,530 | (27,530) | 23,347 |
(1) | Amounts reflect those recorded in Antero Midstream’s unaudited condensed consolidated financial statements. |
31
Three Months Ended March 31, 2025 | ||||||||||||||||
Equity Method | ||||||||||||||||
Exploration | Investment in | Elimination of | ||||||||||||||
and | Antero | Unconsolidated | Consolidated | |||||||||||||
| Production |
| Marketing |
| Midstream (1) |
| Affiliate |
| Total |
| ||||||
Revenue and other: | ||||||||||||||||
Natural gas sales | $ | 780,005 | — | — | — | 780,005 | ||||||||||
Natural gas liquids sales | 561,432 | — | — | — | 561,432 | |||||||||||
Oil sales | 50,335 | — | — | — | 50,335 | |||||||||||
Commodity derivative fair value losses | (71,671) | — | — | — | (71,671) | |||||||||||
Gathering, compression and water handling | — | — | 291,129 | (291,129) | — | |||||||||||
Marketing | — | 25,558 | — | — | 25,558 | |||||||||||
Amortization of deferred revenue, VPP | 6,230 | — | — | — | 6,230 | |||||||||||
Other revenue and income | 818 | — | — | — | 818 | |||||||||||
Total revenue | 1,327,149 | 25,558 | 291,129 | (291,129) | 1,352,707 | |||||||||||
Operating expenses: | ||||||||||||||||
Lease operating | 33,986 | — | — | — | 33,986 | |||||||||||
Gathering and compression | 236,134 | — | 26,193 | (26,193) | 236,134 | |||||||||||
Processing | 261,155 | — | — | — | 261,155 | |||||||||||
Transportation | 197,728 | — | — | — | 197,728 | |||||||||||
Water handling | — | — | 30,637 | (30,637) | — | |||||||||||
Production and ad valorem taxes | 55,299 | — | — | — | 55,299 | |||||||||||
Marketing | — | 42,770 | — | — | 42,770 | |||||||||||
Exploration | 668 | — | — | — | 668 | |||||||||||
General and administrative (excluding equity-based compensation) | 47,300 | — | 10,622 | (10,622) | 47,300 | |||||||||||
Equity-based compensation | 15,145 | — | 12,402 | (12,402) | 15,145 | |||||||||||
Depletion, depreciation and amortization | 186,352 | — | 32,748 | (32,748) | 186,352 | |||||||||||
Impairment of property and equipment | 5,618 | — | 817 | (817) | 5,618 | |||||||||||
Accretion of asset retirement obligations | 939 | — | — | — | 939 | |||||||||||
Gain on sale of assets | (575) | — | — | — | (575) | |||||||||||
Contract termination, loss contingency, settlements and other operating expenses | (1,284) | — | 487 | (487) | (1,284) | |||||||||||
Total operating expenses | 1,038,465 | 42,770 | 113,906 | (113,906) | 1,081,235 | |||||||||||
Operating income (loss) | $ | 288,684 | (17,212) | 177,223 | (177,223) | 271,472 | ||||||||||
Equity in earnings of unconsolidated affiliates | $ | 28,661 | — | 28,020 | (28,020) | 28,661 |
(1) | Amounts reflect those recorded in Antero Midstream’s unaudited condensed consolidated financial statements. |
32
Exploration and Production Segment
The following table sets forth selected operating data of the exploration and production segment:
Three Months Ended | Amount of | ||||||||||||
March 31, | Increase | Percent | |||||||||||
|
| 2024 |
| 2025 |
| (Decrease) |
| Change | |||||
Production data (1) (2): | |||||||||||||
Natural gas (Bcf) | 202 | 195 | (7) | (3) | % | ||||||||
C2 Ethane (MBbl) | 6,760 | 7,442 | 682 | 10 | % | ||||||||
C3+ NGLs (MBbl) | 10,564 | 10,229 | (335) | (3) | % | ||||||||
Oil (MBbl) | 1,035 | 852 | (183) | (18) | % | ||||||||
Combined (Bcfe) | 312 | 306 | (6) | (2) | % | ||||||||
Daily combined production (MMcfe/d) | 3,426 | 3,397 | (29) | (1) | % | ||||||||
Average prices before effects of derivative settlements (3): | |||||||||||||
Natural gas (per Mcf) | $ | 2.35 | 4.01 | 1.66 | 71 | % | |||||||
C2 Ethane (per Bbl) (4) | $ | 9.32 | 12.70 | 3.38 | 36 | % | |||||||
C3+ NGLs (per Bbl) | $ | 43.05 | 45.65 | 2.60 | 6 | % | |||||||
Oil (per Bbl) | $ | 62.53 | 59.08 | (3.45) | (6) | % | |||||||
Weighted Average Combined (per Mcfe) | $ | 3.39 | 4.55 | 1.16 | 34 | % | |||||||
Average realized prices after effects of derivative settlements (3): | |||||||||||||
Natural gas (per Mcf) | $ | 2.36 | 3.95 | 1.59 | 67 | % | |||||||
C2 Ethane (per Bbl) (4) | $ | 9.32 | 12.70 | 3.38 | 36 | % | |||||||
C3+ NGLs (per Bbl) | $ | 43.03 | 45.65 | 2.62 | 6 | % | |||||||
Oil (per Bbl) | $ | 62.39 | 58.97 | (3.42) | (5) | % | |||||||
Weighted Average Combined (per Mcfe) | $ | 3.39 | 4.52 | 1.13 | 33 | % | |||||||
Average costs (per Mcfe): | |||||||||||||
Lease operating | $ | 0.09 | 0.11 | 0.02 | 22 | % | |||||||
Gathering and compression | $ | 0.72 | 0.77 | 0.05 | 7 | % | |||||||
Processing | $ | 0.82 | 0.85 | 0.03 | 4 | % | |||||||
Transportation | $ | 0.62 | 0.65 | 0.03 | 5 | % | |||||||
Production and ad valorem taxes | $ | 0.19 | 0.18 | (0.01) | (5) | % | |||||||
Marketing expense, net | $ | 0.04 | 0.06 | 0.02 | 50 | % | |||||||
General and administrative (excluding equity-based compensation) | $ | 0.13 | 0.15 | 0.02 | 15 | % | |||||||
Depletion, depreciation, amortization and accretion | $ | 0.61 | 0.61 | — | * |
*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 March 31, 2024 includes $2 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 March 31, 2024 would have been $9.07 per Bbl. |
Natural gas sales. Revenues from sales of natural gas increased from $474 million for the three months ended March 31, 2024 to $780 million for the three months ended March 31, 2025, an increase of $306 million, or 65%. Higher commodity prices (excluding the effects of derivative settlements) during the three months ended March 31, 2025 accounted for an approximate $322 million increase 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 $16 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 $518 million for the three months ended March 31, 2024 to $561 million for the three months ended March 31, 2025, an increase of $43 million, or 8%. Higher commodity prices (excluding the effects of derivative settlements) during the three months ended March 31, 2025 accounted for an approximate $51 million increase in year-over-year revenues (calculated as the change in the year-to-year average price times current year production volumes). Lower C3+ NGLs production volumes accounted for an approximate $14 million decrease in year-over-year NGLs revenues (calculated as the change in year-to-year volumes times the prior year average price), partially offset by
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higher ethane production volumes that accounted for an approximate $6 million increase in year-over-year NGLs revenues (calculated as the change in year-to-year volumes times the prior year average price).
Oil sales. Revenues from sales of oil decreased from $65 million for the three months ended March 31, 2024 to $50 million for the three months ended March 31, 2025, a decrease of $15 million, or 22%. Lower oil production volumes during the three months ended March 31, 2025 accounted for an approximate $12 million decrease in year-over-year oil revenues (calculated as the change in year-to-year volumes times the prior year average price). Lower oil prices, excluding the effects of derivative settlements, accounted for an approximate $3 million decrease in year-over-year oil revenues (calculated as the change in the year-to-year average price times current year production volumes).
Commodity derivative fair value gains (losses). 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 three months ended March 31, 2024 and 2025, our commodity hedges resulted in derivative fair value gains of $9 million and fair value losses of $72 million, respectively. For the three months ended March 31, 2024, commodity derivative fair value gains included $1 million of net cash proceeds on settled commodity derivatives gains. For the three months ended March 31, 2025, commodity derivative fair value losses included $11 million of net cash payments for settled derivative losses.
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 2025 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 $7 million for the three months ended March 31, 2024 to $6 million for the three months ended March 31, 2025, a decrease of $1 million or 8%, 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 increased from $29 million, or $0.09 per Mcfe, for the three months ended March 31, 2024 to $34 million, or $0.11 per Mcfe, for the three months ended March 31, 2025, primarily due to higher oilfield service costs and workover expense during the three months ended March 31, 2025, partially offset by lower water disposal costs between periods.
Gathering, compression, processing and transportation expense. Gathering, compression, processing and transportation expense increased from $672 million for the three months ended March 31, 2024 to $695 million for the three months ended March 31, 2025, an increase of $23 million, or 3%. This fluctuation was primarily a result of the following:
● | Gathering and compression costs on a per unit basis increased from $0.72 per Mcfe for the three months ended March 31, 2024 to $0.77 per Mcfe for the three months ended March 31, 2025, primarily due to increased fuel costs as a result of higher natural gas prices and annual CPI-based adjustments between periods. |
● | Processing costs on a per unit basis increased from $0.82 per Mcfe for the three months ended March 31, 2024 to $0.85 per Mcfe for the three months ended March 31, 2025, primarily due to increased costs for NGLs processing and transportation, which includes an annual CPI-based adjustment during the first quarter of 2025, and higher NGLs transportation fees between periods. |
● | Transportation costs on a per unit basis increased from $0.62 per Mcfe for the three months ended March 31, 2024 to $0.65 per Mcfe for the three months ended March 31, 2025, primarily due to higher demand fees and higher fuel costs as a result of higher natural gas prices between periods. |
Production and ad valorem tax expense. Production and ad valorem taxes decreased from $58 million for the three months ended March 31, 2024 to $55 million for the three months ended March 31, 2025, a decrease of $3 million, or 5%, primarily due to lower production volumes between periods, partially offset by higher natural gas prices during the three months ended March 31, 2025. Production and ad valorem taxes as a percentage of natural gas revenues decreased from 12% for the three months ended March 31, 2024 to 7% for the three months ended March 31, 2025, primarily as a result of lower ad
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valorem taxes, which 2024 West Virginia ad valorem taxes were based on commodity prices during 2022 and 2025 West Virginia ad valorem taxes are based on commodity prices during 2023.
General and administrative expense. General and administrative expense (excluding equity-based compensation expense) increased from $40 million for the three months ended March 31, 2024 to $47 million for three months ended March 31, 2025, an increase of $7 million, or 19%, primarily due to higher professional service fees between periods. General and administrative expense on a per unit basis (excluding equity-based compensation) increased from $0.13 per Mcfe for the three months ended March 31, 2024 to $0.15 per Mcfe for the three months ended March 31, 2025 primarily as a result of higher overall costs and lower production volumes between periods.
Equity-based compensation expense. Non-cash equity-based compensation expense remained relatively consistent at $16 million and $15 million for the three months ended March 31, 2024 and 2025, respectively. See Note 9—Equity-Based Compensation to the unaudited condensed consolidated financial statements for additional information.
Depletion, depreciation and amortization expense. DD&A expense remained relatively consistent at $190 million, or $0.61 per Mcfe, and $186 million, or $0.61 per Mcfe, for the three months ended March 31, 2024 and 2025, respectively.
Impairment of property and equipment. Impairment of oil and gas properties remained relatively consistent at $5 million for the three months ended March 31, 2024 and $6 million for the three months ended March 31, 2025. 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.
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 increased from $11 million, or $0.04 per Mcfe, for the three months ended March 31, 2024 to $17 million, or $0.06 per Mcfe, for the three months ended March 31, 2025, primarily due to higher firm transportation tariffs and pipeline maintenance between periods.
Marketing revenue. Marketing revenue decreased from $49 million for the three months ended March 31, 2024 to $26 million for the three months ended March 31, 2025, a decrease of $23 million, or 47%. This fluctuation primarily resulted from the following:
● | Natural gas marketing revenue decreased by $8 million between periods primarily due to lower natural gas marketing volumes. |
● | Oil marketing revenue decreased by $14 million between periods primarily due to lower oil marketing volumes and prices. Lower oil marketing volumes accounted for a $8 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 oil prices accounted for a $6 million decrease in year-over-year marketing revenues (calculated as the change in the year-to-year average price times current year marketing volumes). |
● | NGLs marketing revenue decreased by $1 million between periods primarily due lower C3+ NGLs marketing volumes, partially offset by higher ethane marketing volumes and prices. |
Marketing expense. Marketing expense decreased from $60 million for the three months ended March 31, 2024 to $43 million for the three months ended March 31, 2025, a decrease of $17 million, or 28%. 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, NGLs and oil purchases decreased $7 million, $1 million and $13 million between periods, respectively. The total cost of third-party commodity purchases decreased primarily due to lower marketing volumes between periods, partially offset by higher natural gas, NGLs and oil prices during the three months ended March 31, 2025. Firm transportation costs increased from $17 million for the three months ended March 31, 2024 to $21 million, an increase of $4 million or 23%, for the three months ended March 31, 2025, primarily due to the increase in firm transportation tariffs and pipeline maintenance between periods.
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Antero Midstream Segment
Antero Midstream revenue. Revenue from the Antero Midstream segment increased from $279 million for the three months ended March 31, 2024 to $291 million for the three months ended March 31, 2025, an increase of $12 million. This increase is primarily due to higher gathering and processing revenues of $11 million and higher water handling revenues of $1 million. The increased gathering and processing revenues between periods is primarily a result of increased throughput and annual CPI-based gathering and compression rate adjustments between periods. The increased water handling revenues between periods is primarily due to higher other fluid handling volumes, cost of service fees for blending and high-rate transfer services and wastewater handling costs, partially offset by decreased fresh water delivery volumes during the three months ended March 31, 2025.
Antero Midstream operating expense. Total operating expense related to the Antero Midstream segment remained relatively consistent at $113 million for the three months ended March 31, 2024 and $114 million for the three months ended March 31, 2025.
Items Not Allocated to Segments
Interest expense. Interest expense decreased from $30 million for the three months ended March 31, 2024 to $23 million for the three months ended March 31, 2025, a decrease of $7 million or 23%, primarily due to the redemption or repurchase of $116 million aggregate principal amount of our Senior Notes and the conversion of $26 million aggregate principal amount of our 2026 Convertible Notes between periods and lower average Credit Facility borrowings and interest rates during the three months ended March 31, 2025.
Income tax expense. For the three months ended March 31, 2024, we had income tax expense of $6 million, with an effective tax rate of 15%, related to our income before income taxes of $41 million. For the three months ended March 31, 2025, we had an income tax expense of $54 million, with an effective tax rate of 20%, related to our income before income taxes of $274 million. The increase in the effective tax rate between periods was primarily due to the effects of noncontrolling interests and stock compensation expense.
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 partnerships. 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.
Based on strip prices as of March 31, 2025, 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):
Three Months Ended March 31, | |||||||
| 2024 |
| 2025 |
| |||
Net cash provided by operating activities | $ | 261,610 | 457,739 | ||||
Net cash used in investing activities | (226,810) | (207,891) | |||||
Net cash used in financing activities | (34,800) | (249,848) | |||||
Net increase in cash and cash equivalents | $ | — | — |
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Operating activities. Net cash provided by operating activities was $262 million and $458 million for the three months ended March 31, 2024 and 2025, respectively. Net cash provided by operating activities increased between periods primarily due to higher natural gas and NGLs prices and lower interest expense, partially offset by changes in working capital, higher net marketing expense and lower oil revenues between periods.
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 $227 million for the three months ended March 31, 2024 to $208 million for the three months ended March 31, 2025, primarily due to lower well completions between periods and decreased drilling activity during the three months ended March 31, 2025.
Financing activities. Net cash used in financing activities increased from $35 million for the three months ended March 31, 2024 to $250 million for the three months ended March 31, 2025. The increase in net cash used in financing activities between periods is primarily due to Senior Note redemptions and repurchases of $118 million during the three months ended March 31, 2025, higher net repayments on our Credit Facility of $87 million, share repurchases of $10 million during the three months ended March 31, 2025 and increased payments of employee tax withholdings for the settlement of equity-based compensation awards of $7 million, partially offset by decreased distributions to the noncontrolling interests in Martica of $7 million between periods.
2025 Capital Budget and Capital Spending
On February 12, 2025, we announced a net capital budget for 2025 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 2025, we plan to complete 60 to 65 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.
For the three months ended March 31, 2025, our total consolidated capital expenditures were $188 million, including drilling and completion costs of $157 million, leasehold acquisitions of $30 million and other capital expenditures of $1 million.
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 2024 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 2024 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
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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 March 31, 2025, 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 months ended March 31, 2024 and 2025.
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 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.
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 months ended March 31, 2024 and 2025, substantially all of our production was unhedged.
Our financial hedging activities may include commodity derivative instruments that are intended to support natural gas, NGLs and oil prices at targeted levels and to manage our exposure to price risk associated with our production. 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 call or embedded put options, among others. These contracts are financial instruments and do not require or allow for physical delivery of the hedged commodity. As of March 31, 2025, our commodity derivatives included fixed swaps, collars, call options and embedded put options at index-based pricing for a nominal portion of our production. See Note 11—Derivative Instruments to our unaudited condensed consolidated financial statements for additional information.
Based on our production and our derivative instruments that settled during the three months ended March 31, 2025, our revenues would have decreased by $37 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 March 31, 2025.
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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, 2024 and March 31, 2025, the estimated fair value of our commodity derivative instruments was a net liability of $47 million and $107 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 ($513 million as of March 31, 2025), which we market to energy companies, end users and refineries, and commodity derivative contracts ($1 million as of March 31, 2025).
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 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 March 31, 2025, we have commodity hedges in place with five different counterparties, four of which are lenders under the Unsecured Credit Facility. As of March 31, 2025, we did not have any commodity derivative assets with bank counterparties under our Unsecured Credit Facility. 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 March 31, 2025. We believe that all of the counterparties to our derivative instruments are acceptable credit risks as of March 31, 2025. 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 March 31, 2025, 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 three months ended March 31, 2025 was 6.0%. We estimate that a 1.0% increase in the applicable average interest rates for the three months ended March 31, 2025 would have resulted in an estimated $1 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,
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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 March 31, 2025 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 March 31, 2025 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 2024 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.
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 (2) | ||||||||
Period |
| Purchased (1) | Paid Per Share |
| Plans |
| ($ in thousands) | ||||
January 1, 2025 - January 31, 2025 | 1,835 | $ | 40.23 | — | $ | 1,050,901 | |||||
February 1, 2025 - February 28, 2025 | 120,142 | 37.35 | — | 1,050,901 | |||||||
March 1, 2025 - March 31, 2025 | 629,357 | 34.69 | 280,448 | 1,040,807 | |||||||
Total | 751,334 | $ | 35.13 | 280,448 |
(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. |
(2) | On February 15, 2022, our Board of Directors authorized a share repurchase program to opportunistically repurchase up to $1.0 billion of shares of our outstanding common stock. On October 25, 2022, our Board of Directors authorized a $1.0 billion increase to our share repurchase program to allow us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock. |
Item 5. Other Information
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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* | |||
101* | The following financial information from this Quarterly Report on Form 10-Q of Antero Resources Corporation for the quarter ended March 31, 2025 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: | April 30, 2025 |
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