Subsidiary Guarantors | (12) Subsidiary Guarantors Antero’s wholly-owned subsidiaries each have fully and unconditionally guaranteed Antero’s senior notes. Antero Midstream and its subsidiaries have been designated as unrestricted subsidiaries under the Credit Facility and the indentures governing Antero’s senior notes, and do not guarantee any of Antero’s obligations (see Note 5). In the event a subsidiary guarantor is sold or disposed of (whether by merger, consolidation, the sale of a sufficient amount of its capital stock so that it no longer qualifies as a “Subsidiary” of the Company (as defined in the indentures governing the notes) or the sale of all or substantially all of its assets (other than by lease)) and whether or not the subsidiary guarantor is the surviving entity in such transaction to a person which is not Antero or a restricted subsidiary of Antero, such subsidiary guarantor will be released from its obligations under its subsidiary guarantee if the sale or other disposition does not violate the covenants set forth in the indentures governing the notes. In addition, a subsidiary guarantor will be released from its obligations under the indentures and its guarantee, upon the release or discharge of the guarantee of other Indebtedness (as defined in the indentures governing the notes) that resulted in the creation of such guarantee, except a release or discharge by or as a result of payment under such guarantee; if Antero designates such subsidiary as an unrestricted subsidiary and such designation complies with the other applicable provisions of the indentures governing the notes or in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the notes. The following Condensed Consolidating Balance Sheets at December 31, 2016 and June 30, 2017, and the related Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2016 and 2017 and Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2016 and 2017 present financial information for Antero on a stand-alone basis (carrying its investment in subsidiaries using the equity method), financial information for the subsidiary guarantors, financial information for the non-guarantor subsidiaries, and the consolidation and elimination entries necessary to arrive at the information for the Company on a consolidated basis. Antero’s wholly-owned subsidiaries are not restricted from making distributions to the Parent. Condensed Consolidating Balance Sheet December 31, 2016 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 17,568 — 14,042 — 31,610 Accounts receivable, net 28,442 — 1,240 — 29,682 Intercompany receivables 3,193 — 64,139 (67,332) — Accrued revenue 261,960 — — — 261,960 Derivative instruments 73,022 — — — 73,022 Other current assets 5,784 — 529 — 6,313 Total current assets 389,969 — 79,950 (67,332) 402,587 Property and equipment: Natural gas properties, at cost (successful efforts method): Unproved properties 2,331,173 — — — 2,331,173 Proved properties 9,726,957 — — (177,286) 9,549,671 Water handling and treatment systems — — 744,682 — 744,682 Gathering systems and facilities 17,929 — 1,705,839 — 1,723,768 Other property and equipment 41,231 — — — 41,231 12,117,290 — 2,450,521 (177,286) 14,390,525 Less accumulated depletion, depreciation, and amortization (2,109,136) — (254,642) — (2,363,778) Property and equipment, net 10,008,154 — 2,195,879 (177,286) 12,026,747 Derivative instruments 1,731,063 — — — 1,731,063 Investments in subsidiaries (420,429) — — 420,429 — Contingent acquisition consideration 194,538 — — (194,538) — Investments in unconsolidated affiliates — — 68,299 — 68,299 Other assets, net 21,087 — 5,767 — 26,854 Total assets $ 11,924,382 — 2,349,895 (18,727) 14,255,550 Liabilities and Equity Current liabilities: Accounts payable $ 21,648 — 16,979 — 38,627 Intercompany payable 64,139 — 3,193 (67,332) — Accrued liabilities 332,162 — 61,641 — 393,803 Revenue distributions payable 163,989 — — — 163,989 Derivative instruments 203,635 — — — 203,635 Other current liabilities 17,134 — 200 — 17,334 Total current liabilities 802,707 — 82,013 (67,332) 817,388 Long-term liabilities: Long-term debt 3,854,059 — 849,914 — 4,703,973 Deferred income tax liability 950,217 — — — 950,217 Contingent acquisition consideration — — 194,538 (194,538) — Derivative instruments 234 — — — 234 Other liabilities 54,540 — 620 — 55,160 Total liabilities 5,661,757 — 1,127,085 (261,870) 6,526,972 Equity: Stockholders' equity: Partners' capital — — 1,222,810 (1,222,810) — Common stock 3,149 — — — 3,149 Additional paid-in capital 5,299,481 — — — 5,299,481 Accumulated earnings 959,995 — — — 959,995 Total stockholders' equity 6,262,625 — 1,222,810 (1,222,810) 6,262,625 Noncontrolling interest in consolidated subsidiary — — — 1,465,953 1,465,953 Total equity 6,262,625 — 1,222,810 243,143 7,728,578 Total liabilities and equity $ 11,924,382 — 2,349,895 (18,727) 14,255,550 Condensed Consolidating Balance Sheet June 30, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 22,657 — 17,533 — 40,190 Accounts receivable, net 15,257 — 1,237 — 16,494 Intercompany receivables 2,989 — 79,062 (82,051) — Accrued revenue 218,621 — — — 218,621 Derivative instruments 452,005 — — — 452,005 Other current assets 8,279 — 294 — 8,573 Total current assets 719,808 — 98,126 (82,051) 735,883 Property and equipment: Natural gas properties, at cost (successful efforts method): Unproved properties 2,309,839 — — — 2,309,839 Proved properties 10,767,934 — — (274,002) 10,493,932 Water handling and treatment systems — — 840,183 — 840,183 Gathering systems and facilities 17,929 — 1,866,783 — 1,884,712 Other property and equipment 48,537 — — — 48,537 13,144,239 — 2,706,966 (274,002) 15,577,203 Less accumulated depletion, depreciation, and amortization (2,454,668) — (312,690) — (2,767,358) Property and equipment, net 10,689,571 — 2,394,276 (274,002) 12,809,845 Derivative instruments 1,600,165 — — — 1,600,165 Investments in subsidiaries 603,549 — — (603,549) — Contingent acquisition consideration 201,654 — — (201,654) — Investments in unconsolidated affiliates — — 259,697 — 259,697 Other assets, net 26,793 — 9,838 — 36,631 Total assets $ 13,841,540 — 2,761,937 (1,161,256) 15,442,221 Liabilities and Equity Current liabilities: Accounts payable $ 36,490 — 15,077 — 51,567 Intercompany payable 79,062 — 2,989 (82,051) — Accrued liabilities 341,256 — 77,096 — 418,352 Revenue distributions payable 203,151 — — — 203,151 Derivative instruments 3,279 — — — 3,279 Other current liabilities 16,507 — 204 — 16,711 Total current liabilities 679,745 — 95,366 (82,051) 693,060 Long-term liabilities: Long-term debt 4,346,524 — 945,449 — 5,291,973 Deferred income tax liability 1,100,382 — — — 1,100,382 Contingent acquisition consideration — — 201,654 (201,654) — Derivative instruments 172 — — — 172 Other liabilities 53,257 — 515 — 53,772 Total liabilities 6,180,080 — 1,242,984 (283,705) 7,139,359 Equity: Stockholders' equity: Partners' capital — — 1,518,953 (1,518,953) — Common stock 3,154 — — — 3,154 Additional paid-in capital 6,435,047 — — — 6,435,047 Accumulated earnings 1,223,259 — — — 1,223,259 Total stockholders' equity 7,661,460 — 1,518,953 (1,518,953) 7,661,460 Noncontrolling interests in consolidated subsidiary — — — 641,402 641,402 Total equity 7,661,460 — 1,518,953 (877,551) 8,302,862 Total liabilities and equity $ 13,841,540 — 2,761,937 (1,161,256) 15,442,221 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended June 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue: Natural gas sales $ 229,787 — — — 229,787 Natural gas liquids sales 94,713 — — — 94,713 Oil sales 16,740 — — — 16,740 Gathering, compression, water handling and treatment — — 136,809 (133,515) 3,294 Marketing 90,902 — — — 90,902 Commodity derivative fair value losses (684,634) — — — (684,634) Other income 3,899 — — (3,899) — Total revenue (248,593) — 136,809 (137,414) (249,198) Operating expenses: Lease operating 12,257 — 34,317 (34,531) 12,043 Gathering, compression, processing, and transportation 267,738 — 6,997 (68,675) 206,060 Production and ad valorem taxes 16,175 — 1,283 — 17,458 Marketing 125,977 — — — 125,977 Exploration 1,109 — — — 1,109 Impairment of unproved properties 19,944 — — — 19,944 Depletion, depreciation, and amortization 173,222 — 24,140 — 197,362 Accretion of asset retirement obligations 620 — — — 620 General and administrative 47,167 — 13,306 (371) 60,102 Accretion of contingent acquisition consideration — — 3,461 (3,461) — Total operating expenses 664,209 — 83,504 (107,038) 640,675 Operating income (loss) (912,802) — 53,305 (30,376) (889,873) Other income (expenses): Equity in earnings of unconsolidated affiliates — — 484 — 484 Interest (58,910) — (3,878) 193 (62,595) Equity in net income of subsidiaries (1,026) — — 1,026 — Total other expenses (59,936) — (3,394) 1,219 (62,111) Income (loss) before income taxes (972,738) — 49,911 (29,157) (951,984) Provision for income tax benefit 376,494 — — — 376,494 Net income (loss) and comprehensive income (loss) including noncontrolling interests (596,244) — 49,911 (29,157) (575,490) Net income and comprehensive income attributable to noncontrolling interests — — — 20,754 20,754 Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation $ (596,244) — 49,911 (49,911) (596,244) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Three Months Ended June 30, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue: Natural gas sales $ 454,257 — — — 454,257 Natural gas liquids sales 170,819 — — — 170,819 Oil sales 26,512 — — — 26,512 Gathering, compression, water handling and treatment — — 193,767 (190,575) 3,192 Marketing 49,968 — — — 49,968 Commodity derivative fair value gains 85,641 — — — 85,641 Other income 3,911 — — (3,911) — Total revenue 791,108 — 193,767 (194,486) 790,389 Operating expenses: Lease operating 17,189 — 41,444 (41,641) 16,992 Gathering, compression, processing, and transportation 353,216 — 9,910 (96,379) 266,747 Production and ad valorem taxes 21,599 — 954 — 22,553 Marketing 77,421 — — — 77,421 Exploration 1,804 — — — 1,804 Impairment of unproved properties 15,199 — — — 15,199 Depletion, depreciation, and amortization 170,670 — 30,512 — 201,182 Accretion of asset retirement obligations 649 — — — 649 General and administrative 49,531 — 14,789 (221) 64,099 Accretion of contingent acquisition consideration — — 3,590 (3,590) — Total operating expenses 707,278 — 101,199 (141,831) 666,646 Operating income 83,830 — 92,568 (52,655) 123,743 Other income (expenses): Equity in earnings of unconsolidated affiliates — — 3,623 — 3,623 Interest (59,735) — (9,015) 168 (68,582) Equity in net income (loss) of subsidiaries (10,408) — — 10,408 — Total other expenses (70,143) — (5,392) 10,576 (64,959) Income before income taxes 13,687 — 87,176 (42,079) 58,784 Provision for income tax expense (18,819) — — — (18,819) Net income (loss) and comprehensive income (loss) including noncontrolling interests (5,132) — 87,176 (42,079) 39,965 Net income and comprehensive income attributable to noncontrolling interests — — — 45,097 45,097 Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation $ (5,132) — 87,176 (87,176) (5,132) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Six Months Ended June 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 484,563 — — — 484,563 Natural gas liquids sales 167,778 — — — 167,778 Oil sales 26,919 — — — 26,919 Gathering, compression, water handling and treatment — — 272,882 (265,744) 7,138 Marketing 190,118 — — — 190,118 Commodity derivative fair value losses (404,710) — — — (404,710) Other income 7,724 — — (7,724) — Total revenue and other 472,392 — 272,882 (273,468) 471,806 Operating expenses: Lease operating 23,589 — 75,031 (75,284) 23,336 Gathering, compression, processing, and transportation 535,183 — 14,167 (134,552) 414,798 Production and ad valorem taxes 34,202 — 2,540 — 36,742 Marketing 263,910 — — — 263,910 Exploration 2,123 — — — 2,123 Impairment of unproved properties 35,470 — — — 35,470 Depletion, depreciation, and amortization 340,981 — 47,963 — 388,944 Accretion of asset retirement obligations 1,218 — — — 1,218 General and administrative 90,719 — 26,397 (727) 116,389 Accretion of contingent acquisition consideration — — 6,857 (6,857) — Total operating expenses 1,327,395 — 172,955 (217,420) 1,282,930 Operating income (loss) (855,003) — 99,927 (56,048) (811,124) Other income (expenses): Equity in earnings of unconsolidated affiliates — — 484 — 484 Interest (118,733) — (7,582) 436 (125,879) Equity in net income of subsidiaries 758 — — (758) — Total other expenses (117,975) — (7,098) (322) (125,395) Income (loss) before income taxes (972,978) — 92,829 (56,370) (936,519) Provision for income tax benefit 371,679 — — — 371,679 Net income (loss) and comprehensive income (loss) including noncontrolling interests (601,299) — 92,829 (56,370) (564,840) Net income and comprehensive income attributable to noncontrolling interests — — — 36,459 36,459 Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation $ (601,299) — 92,829 (92,829) (601,299) Condensed Consolidating Statement of Operations and Comprehensive Income Six Months Ended June 30, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 920,921 — — — 920,921 Natural gas liquids sales 365,471 — — — 365,471 Oil sales 53,472 — — — 53,472 Gathering, compression, water handling and treatment — — 368,536 (362,740) 5,796 Marketing 115,892 — — — 115,892 Commodity derivative fair value gains 524,416 — — — 524,416 Other income 8,351 — — (8,351) — Total revenue and other 1,988,523 — 368,536 (371,091) 1,985,968 Operating expenses: Lease operating 32,931 — 80,066 (80,454) 32,543 Gathering, compression, processing, and transportation 700,984 — 18,024 (185,432) 533,576 Production and ad valorem taxes 45,574 — 1,772 — 47,346 Marketing 167,414 — — — 167,414 Exploration 3,911 — — — 3,911 Impairment of unproved properties 42,098 — — — 42,098 Depletion, depreciation, and amortization 345,863 — 58,048 — 403,911 Accretion of asset retirement obligations 1,286 — — — 1,286 General and administrative 100,587 — 29,246 (1,036) 128,797 Accretion of contingent acquisition consideration — — 7,116 (7,116) — Total operating expenses 1,440,648 — 194,272 (274,038) 1,360,882 Operating income 547,875 — 174,264 (97,053) 625,086 Other income (expenses): Equity in earnings of unconsolidated affiliates — — 5,854 — 5,854 Interest (117,738) — (17,851) 337 (135,252) Equity in net income of subsidiaries (16,708) — — 16,708 — Total other expenses (134,446) — (11,997) 17,045 (129,398) Income before income taxes 413,429 — 162,267 (80,008) 495,688 Provision for income tax expense (150,165) — — — (150,165) Net income and comprehensive income including noncontrolling interests 263,264 — 162,267 (80,008) 345,523 Net income and comprehensive income attributable to noncontrolling interests — — — 82,259 82,259 Net income and comprehensive income attributable to Antero Resources Corporation $ 263,264 — 162,267 (162,267) 263,264 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2016 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 465,719 — 168,599 (55,612) 578,706 Cash flows used in investing activities: Additions to unproved properties (58,195) — — — (58,195) Drilling and completion costs (765,586) — — 55,612 (709,974) Additions to water handling and treatment systems — — (78,625) — (78,625) Additions to gathering systems and facilities (331) — (96,969) — (97,300) Additions to other property and equipment (1,296) — — — (1,296) Investments in unconsolidated affiliates — — (45,044) — (45,044) Change in other assets (44,835) — (3,090) — (47,925) Distributions from non-guarantor subsidiary 51,296 — — (51,296) — Net cash used in investing activities (818,947) — (223,728) 4,316 (1,038,359) Cash flows provided by financing activities: Issuance of common stock 752,599 — — — 752,599 Sale of common units in Antero Midstream Partners LP by Antero Resources Corporation 178,000 — — — 178,000 Borrowings (repayments) on bank credit facility, net (567,000) — 140,000 — (427,000) Payments of deferred financing costs (96) — — — (96) Distributions — — (82,977) 51,296 (31,681) Employee tax withholding for settlement of equity compensation awards (4,802) — (17) — (4,819) Other (2,496) — (76) — (2,572) Net cash provided by financing activities 356,205 — 56,930 51,296 464,431 Net increase in cash and cash equivalents 2,977 — 1,801 — 4,778 Cash and cash equivalents, beginning of period 16,590 — 6,883 — 23,473 Cash and cash equivalents, end of period $ 19,567 — 8,684 — 28,251 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 509,364 — 234,938 (96,716) 647,586 Cash flows used in investing activities: Additions to proved properties (179,318) — — — (179,318) Additions to unproved properties (129,876) — — — (129,876) Drilling and completion costs (726,024) — — 96,716 (629,308) Additions to water handling and treatment systems — — (95,451) — (95,451) Additions to gathering systems and facilities — — (155,365) — (155,365) Additions to other property and equipment (6,564) — — — (6,564) Investments in unconsolidated affiliates — — (191,364) — (191,364) Change in other assets (7,648) — (4,804) — (12,452) Net distributions from subsidiaries 63,145 — — (63,145) — Other 2,156 — — — 2,156 Net cash used in investing activities (984,129) — (446,984) 33,571 (1,397,542) Cash flows provided by financing activities: Issuance of common units by Antero Midstream Partners LP — — 246,585 — 246,585 Borrowings on bank credit facility, net 490,000 — 95,000 — 585,000 Distributions — — (125,014) 63,145 (61,869) Employee tax withholding for settlement of equity compensation awards (7,501) — (932) — (8,433) Other (2,645) — (102) — (2,747) Net cash provided by financing activities 479,854 — 215,537 63,145 758,536 Net decrease in cash and cash equivalents 5,089 — 3,491 — 8,580 Cash and cash equivalents, beginning of period 17,568 — 14,042 — 31,610 Cash and cash equivalents, end of period $ 22,657 — 17,533 — 40,190 |