Subsidiary Guarantors | (16) Subsidiary Guarantors Each of Antero’s wholly-owned subsidiaries has 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 7). 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, 2017 and June 30, 2018, and the related Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2017 and 2018 and Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2017 and 2018 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. Distributions received by Antero from Antero Midstream have been reclassified from investing activities to operating activities on the Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2017. The reclassification is a result of the adoption of ASU No. 2016-05, Classification of Certain Cash Receipts and Cash Payments , which provides for an accounting policy election to account for distributions received from equity method investees under the “nature of distribution” approach. Condensed Consolidating Balance Sheet December 31, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 20,078 — 8,363 — 28,441 Accounts receivable, net 33,726 — 1,170 — 34,896 Intercompany receivables 6,459 — 110,182 (116,641) — Accrued revenue 300,122 — — — 300,122 Derivative instruments 460,685 — — — 460,685 Other current assets 8,273 — 670 — 8,943 Total current assets 829,343 — 120,385 (116,641) 833,087 Property and equipment: Natural gas properties, at cost (successful efforts method): Unproved properties 2,266,673 — — — 2,266,673 Proved properties 11,460,615 — — (364,153) 11,096,462 Water handling and treatment systems — — 942,361 4,309 946,670 Gathering systems and facilities 17,929 — 2,032,561 — 2,050,490 Other property and equipment 57,429 — — — 57,429 13,802,646 — 2,974,922 (359,844) 16,417,724 Less accumulated depletion, depreciation, and amortization (2,812,851) — (369,320) — (3,182,171) Property and equipment, net 10,989,795 — 2,605,602 (359,844) 13,235,553 Derivative instruments 841,257 — — — 841,257 Investments in subsidiaries (573,926) — — 573,926 — Contingent acquisition consideration 208,014 — — (208,014) — Investments in unconsolidated affiliates — — 303,302 — 303,302 Other assets 35,371 — 12,920 — 48,291 Total assets $ 12,329,854 — 3,042,209 (110,573) 15,261,490 Liabilities and Equity Current liabilities: Accounts payable $ 54,340 — 8,642 — 62,982 Intercompany payable 110,182 — 6,459 (116,641) — Accrued liabilities 338,819 — 106,006 (1,600) 443,225 Revenue distributions payable 209,617 — — — 209,617 Derivative instruments 28,476 — — — 28,476 Other current liabilities 17,587 — 209 — 17,796 Total current liabilities 759,021 — 121,316 (118,241) 762,096 Long-term liabilities: Long-term debt 3,604,090 — 1,196,000 — 4,800,090 Deferred income tax liability 779,645 — — — 779,645 Contingent acquisition consideration — — 208,014 (208,014) — Derivative instruments 207 — — — 207 Other liabilities 42,906 — 410 — 43,316 Total liabilities 5,185,869 — 1,525,740 (326,255) 6,385,354 Equity: Stockholders' equity: Partners' capital — — 1,516,469 (1,516,469) — Common stock 3,164 — — — 3,164 Additional paid-in capital 5,565,756 — — 1,005,196 6,570,952 Accumulated earnings 1,575,065 — — — 1,575,065 Total stockholders' equity 7,143,985 — 1,516,469 (511,273) 8,149,181 Noncontrolling interests in consolidated subsidiary — — — 726,955 726,955 Total equity 7,143,985 — 1,516,469 215,682 8,876,136 Total liabilities and equity $ 12,329,854 — 3,042,209 (110,573) 15,261,490 Condensed Consolidating Balance Sheet June 30, 2018 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 31,083 — 19,525 — 50,608 Accounts receivable, net 23,454 — 12,222 — 35,676 Intercompany receivables 3,856 — 114,072 (117,928) — Accrued revenue 321,214 — — — 321,214 Derivative instruments 420,842 — — — 420,842 Other current assets 6,051 — 539 — 6,590 Total current assets 806,500 — 146,358 (117,928) 834,930 Property and equipment: Natural gas properties, at cost (successful efforts method): Unproved properties 2,108,109 — — — 2,108,109 Proved properties 12,423,199 — — (498,335) 11,924,864 Water handling and treatment systems — — 970,863 9,074 979,937 Gathering systems and facilities 17,825 — 2,237,560 — 2,255,385 Other property and equipment 60,693 — 73 — 60,766 14,609,826 — 3,208,496 (489,261) 17,329,061 Less accumulated depletion, depreciation, and amortization (3,209,725) — (438,185) — (3,647,910) Property and equipment, net 11,400,101 — 2,770,311 (489,261) 13,681,151 Derivative instruments 763,592 — — — 763,592 Investments in subsidiaries (695,059) — — 695,059 — Contingent acquisition consideration 215,835 — — (215,835) — Investments in unconsolidated affiliates — — 358,830 — 358,830 Other assets 31,374 — 20,730 — 52,104 Total assets $ 12,522,343 — 3,296,229 (127,965) 15,690,607 Liabilities and Equity Current liabilities: Accounts payable $ 77,723 — 18,754 — 96,477 Intercompany payable 114,072 — 3,856 (117,928) — Accrued liabilities 349,647 — 89,182 — 438,829 Revenue distributions payable 211,234 — — — 211,234 Derivative instruments 30,661 — — — 30,661 Other current liabilities 9,840 — 213 1,479 11,532 Total current liabilities 793,177 — 112,005 (116,449) 788,733 Long-term liabilities: Long-term debt 3,876,778 — 1,411,566 — 5,288,344 Deferred income tax liability 763,192 — — — 763,192 Contingent acquisition consideration — — 215,835 (215,835) — Other liabilities 41,737 — 5,690 — 47,427 Total liabilities 5,474,884 — 1,745,096 (332,284) 6,887,696 Equity: Stockholders' equity: Partners' capital — — 1,551,133 (1,551,133) — Common stock 3,171 — — — 3,171 Additional paid-in capital 5,590,775 — — 1,006,762 6,597,537 Accumulated earnings 1,453,513 — — — 1,453,513 Total stockholders' equity 7,047,459 — 1,551,133 (544,371) 8,054,221 Noncontrolling interests in consolidated subsidiary — — — 748,690 748,690 Total equity 7,047,459 — 1,551,133 204,319 8,802,911 Total liabilities and equity $ 12,522,343 — 3,296,229 (127,965) 15,690,607 Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended June 30, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 454,257 — — — 454,257 Natural gas liquids sales 170,819 — — — 170,819 Oil sales 26,512 — — — 26,512 Commodity derivative fair value gains 85,641 — — — 85,641 Gathering, compression, water handling and treatment — — 193,767 (190,575) 3,192 Marketing 49,968 — — — 49,968 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 earnings (loss) of consolidated 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 and comprehensive income 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 Three Months Ended June 30, 2018 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 473,540 — — — 473,540 Natural gas liquids sales 255,985 — — — 255,985 Oil sales 38,873 — — — 38,873 Commodity derivative fair value gains 55,336 — — — 55,336 Gathering, compression, water handling and treatment — — 250,392 (244,874) 5,518 Marketing 160,202 — — — 160,202 Marketing derivative fair value losses (110) — — — (110) Gain on sale of assets — — 583 (583) — Other income 5,179 — — (5,179) — Total revenue 989,005 — 250,975 (250,636) 989,344 Operating expenses: Lease operating 32,312 — 62,218 (64,366) 30,164 Gathering, compression, processing, and transportation 409,708 — 12,400 (114,322) 307,786 Production and ad valorem taxes 24,886 — 1,005 — 25,891 Marketing 213,420 — — — 213,420 Exploration 1,471 — — — 1,471 Impairment of unproved properties 134,437 — — — 134,437 Impairment of gathering systems and facilities 4,470 — 4,614 (583) 8,501 Depletion, depreciation, and amortization 201,617 — 36,433 — 238,050 Accretion of asset retirement obligations 666 — 34 — 700 General and administrative 46,662 — 15,494 (469) 61,687 Accretion of contingent acquisition consideration — — 3,947 (3,947) — Total operating expenses 1,069,649 — 136,145 (183,687) 1,022,107 Operating income (loss) (80,644) — 114,830 (66,949) (32,763) Other income (expenses): Equity in earnings of unconsolidated affiliates — — 9,264 — 9,264 Interest (54,388) — (14,628) (333) (69,349) Equity in earnings (loss) of consolidated subsidiaries (26,926) — — 26,926 — Total other expenses (81,314) — (5,364) 26,593 (60,085) Income (loss) before income taxes (161,958) — 109,466 (40,356) (92,848) Provision for income tax benefit 25,573 — — — 25,573 Net income (loss) and comprehensive income (loss) including noncontrolling interests (136,385) — 109,466 (40,356) (67,275) Net income and comprehensive income attributable to noncontrolling interests — — — 69,110 69,110 Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation $ (136,385) — 109,466 (109,466) (136,385) 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 Commodity derivative fair value gains 524,416 — — — 524,416 Gathering, compression, water handling and treatment — — 368,536 (362,740) 5,796 Marketing 115,892 — — — 115,892 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 earnings (loss) of consolidated 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 Operations and Comprehensive Income Six Months Ended June 30, 2018 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Revenue and other: Natural gas sales $ 971,203 — — — 971,203 Natural gas liquids sales 490,155 — — — 490,155 Oil sales 69,146 — — — 69,146 Commodity derivative fair value gains 77,773 — — — 77,773 Gathering, compression, water handling and treatment — — 479,983 (469,530) 10,453 Marketing 304,591 — — — 304,591 Marketing derivative fair value gains 94,124 — — — 94,124 Gain on sale of assets — — 583 (583) — Other income 11,054 — — (11,054) — Total revenue and other 2,018,046 — 480,566 (481,167) 2,017,445 Operating expenses: Lease operating 63,574 — 117,090 (123,778) 56,886 Gathering, compression, processing, and transportation 794,053 — 23,768 (218,097) 599,724 Production and ad valorem taxes 49,693 — 2,021 — 51,714 Marketing 409,159 — — — 409,159 Exploration 3,356 — — — 3,356 Impairment of unproved properties 184,973 — — — 184,973 Impairment of gathering systems and facilities 4,470 — 4,614 (583) 8,501 Depletion, depreciation, and amortization 397,429 — 68,865 — 466,294 Accretion of asset retirement obligations 1,322 — 68 — 1,390 General and administrative 93,082 — 29,949 (1,314) 121,717 Accretion of contingent acquisition consideration — — 7,821 (7,821) — Total operating expenses 2,001,111 — 254,196 (351,593) 1,903,714 Operating income 16,935 — 226,370 (129,574) 113,731 Other income (expenses): Equity in earnings of unconsolidated affiliates — — 17,126 — 17,126 Interest (107,886) — (25,925) 36 (133,775) Equity in earnings (loss) of consolidated subsidiaries (47,054) — — 47,054 — Total other expenses (154,940) — (8,799) 47,090 (116,649) Income before income taxes (138,005) — 217,571 (82,484) (2,918) Provision for income tax benefit 16,453 — — — 16,453 Net income (loss) and comprehensive income (loss) including noncontrolling interests (121,552) — 217,571 (82,484) 13,535 Net income and comprehensive income attributable to noncontrolling interests — — — 135,087 135,087 Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation $ (121,552) — 217,571 (217,571) (121,552) Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2017 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows provided by (used in) operating activities: Net income including noncontrolling interests $ 263,264 — 162,267 (80,008) 345,523 Adjustment to reconcile net income to net cash provided by operating activities: Depletion, depreciation, amortization, and accretion 347,149 — 58,048 — 405,197 Accretion of contingent acquisition consideration (7,116) — 7,116 — — Impairment of unproved properties 42,098 — — — 42,098 Commodity derivative fair value gains (524,416) — — — (524,416) Gains on settled commodity derivatives 75,913 — — — 75,913 Deferred income tax expense 150,165 — — — 150,165 Equity-based compensation expense 39,241 — 13,237 — 52,478 Equity in earnings of unconsolidated affiliates — — (5,854) — (5,854) Equity in (earnings) loss of consolidated subsidiaries 16,708 — — (16,708) — Distributions of earnings from unconsolidated affiliates — — 5,820 — 5,820 Distributions from Antero Midstream 63,145 — — (63,145) — Other (795) — 1,267 — 472 Changes in current assets and liabilities 106,797 — (6,963) 356 100,190 Net cash provided by operating activities 572,153 — 234,938 (159,505) 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 (725,668) — — 96,360 (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) Other 2,156 — — — 2,156 Net cash used in investing activities (1,046,918) — (446,984) 96,360 (1,397,542) Cash flows provided by (used in) financing activities: Issuance of common units by Antero Midstream — — 246,585 — 246,585 Borrowings (repayments) 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 Condensed Consolidating Statement of Cash Flows Six Months Ended June 30, 2018 (In thousands) Parent Guarantor Non-Guarantor Eliminations Consolidated Cash flows provided by (used in) operating activities: Net income (loss) including noncontrolling interests $ (121,552) — 217,571 (82,484) 13,535 Adjustment to reconcile net income (loss) to net cash provided by operating activities: Depletion, depreciation, amortization, and accretion 398,751 — 68,933 — 467,684 Accretion of contingent acquisition consideration (7,821) — 7,821 — — Impairment of unproved properties 184,973 — — — 184,973 Impairment of gathering systems and facilities 4,470 — 4,614 (583) 8,501 Commodity derivative fair value gains (77,773) — — — (77,773) Gains on settled commodity derivatives 197,225 — — — 197,225 Marketing derivative fair value gains (94,124) — — — (94,124) Gains on settled marketing derivatives 94,158 — — — 94,158 Deferred income tax benefit (16,453) — — — (16,453) Gain on sale of assets — — (583) 583 — Equity-based compensation expense 28,149 — 12,078 — 40,227 Equity in (earnings) loss of consolidated subsidiaries 47,054 — — (47,054) — Equity in earnings of unconsolidated affiliates — — (17,126) — (17,126) Distributions of earnings from unconsolidated affiliates — — 17,895 — 17,895 Distributions from Antero Midstream 74,647 — — (74,647) — Other 547 — 1,385 — 1,932 Changes in current assets and liabilities 14,510 — (157) 3,933 18,286 Net cash provided by operating activities 726,761 — 312,431 (200,252) 838,940 Cash flows used in investing activities: Additions to unproved properties (87,861) — — — (87,861) Drilling and completion costs (887,459) — — 134,678 (752,781) Additions to water handling and treatment systems — — (49,054) (9,073) (58,127) Additions to gathering systems and facilities — — (206,753) — (206,753) Additions to other property and equipment (3,502) — — — (3,502) Investments in unconsolidated affiliates — — (56,297) — (56,297) Change in other assets 2,051 — (9,077) — (7,026) Net cash used in investing activities (976,771) — (321,181) 125,605 (1,172,347) Cash flows provided by (used in) financing activities: Borrowings (repayments) on bank credit facility, net 270,000 — 215,000 — 485,000 Distributions — — (193,670) 74,647 (119,023) Employee tax withholding for settlement of equity compensation awards (6,649) — (1,318) — (7,967) Other (2,336) — (100) — (2,436) Net cash provided by (used in) financing activities 261,015 — 19,912 74,647 355,574 Net increase (decrease) in cash and cash equivalents 11,005 — 11,162 — 22,167 Cash and cash equivalents, beginning of period 20,078 — 8,363 — 28,441 Cash and cash equivalents, end of period $ 31,083 — 19,525 — 50,608 |