Subsidiary Guarantors | (18) Subsidiary Guarantors Each of the Company’s wholly owned subsidiaries has fully and unconditionally guaranteed Antero Resources’ senior notes. 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 Antero (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 that 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, 2019 and March 31, 2020, and the related Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2019 and 2020, and Condensed Consolidating Statements of Cash Flows for the three months ended March 31, 2019 and 2020 present financial information for Antero Resources 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. The Company’s wholly owned subsidiaries are not restricted from making distributions to the Company. Condensed Consolidating Balance Sheet (In thousands) Parent Guarantor Non-Guarantor (Antero) Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Accounts receivable, net $ 46,419 — — — 46,419 Accounts receivable, related parties 125,000 299,450 — (299,450) 125,000 Accrued revenue 317,886 — — — 317,886 Derivative instruments 422,849 — — — 422,849 Other current assets 10,731 — — — 10,731 Total current assets 922,885 299,450 — (299,450) 922,885 Property and equipment: Oil and gas properties, at cost (successful efforts method): Unproved properties 1,368,854 — — — 1,368,854 Proved properties 11,859,817 — — — 11,859,817 Gathering systems and facilities 5,802 — — — 5,802 Other property and equipment 71,895 — — — 71,895 13,306,368 — — — 13,306,368 Less accumulated depletion, depreciation, and amortization (3,327,629) — — — (3,327,629) Property and equipment, net 9,978,739 — — — 9,978,739 Operating leases right-of-use assets 2,886,500 — — — 2,886,500 Derivative instruments 333,174 — — — 333,174 Investments in unconsolidated affiliates 243,048 812,129 — — 1,055,177 Investments in consolidated affiliates 812,129 — — (812,129) — Other assets 21,094 — — — 21,094 Total assets $ 15,197,569 1,111,579 — (1,111,579) 15,197,569 Liabilities and Equity Current liabilities: Accounts payable $ 14,498 — — — 14,498 Accounts payable, related parties 397,333 — — (299,450) 97,883 Accrued liabilities 400,850 — — — 400,850 Revenue distributions payable 207,988 — — — 207,988 Derivative instruments 6,721 — — — 6,721 Short-term lease liabilities 305,320 — — — 305,320 Other current liabilities 6,879 — — — 6,879 Total current liabilities 1,339,589 — — (299,450) 1,040,139 Long-term liabilities: Long-term debt 3,758,868 — — — 3,758,868 Deferred income tax liability 781,987 — — — 781,987 Derivative instruments 3,519 — — — 3,519 Long-term lease liabilities 2,583,678 — — — 2,583,678 Other liabilities 58,635 — — — 58,635 Total liabilities 8,526,276 — — (299,450) 8,226,826 Equity: Stockholders' equity: Common stock 2,959 — — — 2,959 Additional paid-in capital 5,600,714 1,341,780 — (812,129) 6,130,365 Accumulated earnings 1,067,620 (230,201) — — 837,419 Total stockholders' equity 6,671,293 1,111,579 — (812,129) 6,970,743 Total liabilities and equity $ 15,197,569 1,111,579 — (1,111,579) 15,197,569 Condensed Consolidating Balance Sheet Parent Guarantor Non-Guarantor (Antero) Subsidiaries Subsidiaries Eliminations Consolidated Assets Current assets: Accounts receivable $ 91,944 — — — 91,944 Accounts receivable, related parties — 332,353 — (332,353) — Accrued revenue 201,320 — — — 201,320 Derivative instruments 816,444 — — — 816,444 Other current assets 10,313 — — — 10,313 Total current assets 1,120,021 332,353 — (332,353) 1,120,021 Property and equipment: Oil and gas properties, at cost (successful efforts method): Unproved properties 1,289,770 — — — 1,289,770 Proved properties 12,154,162 — — — 12,154,162 Gathering systems and facilities 5,802 — — — 5,802 Other property and equipment 72,312 — — — 72,312 13,522,046 — — — 13,522,046 Less accumulated depletion, depreciation, and amortization (3,527,306) — — — (3,527,306) Property and equipment, net 9,994,740 — — — 9,994,740 Operating leases right-of-use assets 2,814,539 — — — 2,814,539 Derivative instruments 284,461 — — — 284,461 Investments in unconsolidated affiliates 67,289 224,700 — — 291,989 Investments in consolidated affiliates 224,700 — — (224,700) — Other assets 20,039 — — — 20,039 Total assets $ 14,525,789 557,053 — (557,053) 14,525,789 Liabilities and Equity Current liabilities: Accounts payable $ 37,909 — — — 37,909 Accounts payable, related parties 421,247 — — (332,353) 88,894 Accrued liabilities 367,444 — — — 367,444 Revenue distributions payable 174,654 — — — 174,654 Short-term lease liabilities 295,658 — — — 295,658 Other current liabilities 7,315 — — — 7,315 Total current liabilities 1,304,227 — — (332,353) 971,874 Long-term liabilities: — Long-term debt 3,707,787 — — — 3,707,787 Deferred income tax liability 672,002 — — — 672,002 Derivative instruments 215 — — — 215 Long-term lease liabilities 2,520,939 — — 2,520,939 Other liabilities 60,432 — — — 60,432 Total liabilities 8,265,602 — — (332,353) 7,933,249 Equity: Stockholders' equity: — Common stock 2,689 — — — 2,689 Additional paid-in capital 4,974,162 1,341,780 — (224,700) 6,091,242 Accumulated earnings 1,283,336 (784,727) — — 498,609 Total stockholders' equity 6,260,187 557,053 — (224,700) 6,592,540 Total liabilities and equity $ 14,525,789 557,053 — (557,053) 14,525,789 Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2019 Parent Guarantor Non-Guarantor (Antero) Subsidiaries Subsidiaries Eliminations Consolidated Revenue and other: Natural gas sales $ 657,266 — — — 657,266 Natural gas liquids sales 313,685 — — — 313,685 Oil sales 48,052 — — — 48,052 Commodity derivative fair value losses (77,368) — — — (77,368) Gathering, compression, water handling and treatment — — 218,360 (213,881) 4,479 Marketing 91,186 — — — 91,186 Other income 1,758 — — (1,651) 107 Total revenue and other 1,034,579 — 218,360 (215,532) 1,037,407 Operating expenses: Lease operating 42,969 — 64,818 (66,055) 41,732 Gathering, compression, processing, and transportation 535,015 — — (110,486) 424,529 Production and ad valorem taxes 34,738 — — 940 35,678 Marketing 163,084 — — — 163,084 Exploration 126 — — — 126 Impairment of oil and gas properties 81,244 — — — 81,244 Impairment of midstream assets — — 6,982 — 6,982 Depletion, depreciation, and amortization 218,494 — 21,707 — 240,201 Accretion of asset retirement obligations 913 — 63 — 976 General and administrative 49,908 — 18,793 (499) 68,202 Contract termination and rig stacking 8,360 — — — 8,360 Accretion of contingent acquisition consideration — — 1,928 (1,928) — Total operating expenses 1,134,851 — 114,291 (178,028) 1,071,114 Operating income (loss) (100,272) — 104,069 (37,504) (33,707) Other income (expenses): Equity in earnings of unconsolidated affiliates 589 1,228 12,264 — 14,081 Equity in earnings of affiliates 15,021 — — (15,021) — Interest expense, net (55,135) — (16,815) — (71,950) Gain on deconsolidation of Antero Midstream Partners LP 1,205,705 200,337 — — 1,406,042 Total other expenses 1,166,180 201,565 (4,551) (15,021) 1,348,173 Income before income taxes 1,065,908 201,565 99,518 (52,525) 1,314,466 Provision for income tax expense (288,710) — — — (288,710) Net income and comprehensive income including noncontrolling interests 777,198 201,565 99,518 (52,525) 1,025,756 Net income and comprehensive income attributable to noncontrolling interests — — — 46,993 46,993 Net income and comprehensive income attributable to Antero Resources Corporation $ 777,198 201,565 99,518 (99,518) 978,763 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) Parent Guarantor Non-Guarantor (Antero) Subsidiaries Subsidiaries Eliminations Consolidated Revenue and other: Natural gas sales $ 411,082 — — — 411,082 Natural gas liquids sales 257,673 — — — 257,673 Oil sales 35,646 — — — 35,646 Commodity derivative fair value gains 565,833 — — — 565,833 Marketing 46,073 — — — 46,073 Other income 798 — — — 798 Total revenue and other 1,317,105 — — — 1,317,105 Operating expenses: Lease operating 25,644 — — — 25,644 Gathering, compression, processing, and transportation 588,624 — — — 588,624 Production and ad valorem taxes 25,699 — — — 25,699 Marketing 93,273 — — — 93,273 Exploration 210 — — — 210 Impairment of oil and gas properties 89,220 — — — 89,220 Depletion, depreciation, and amortization 199,677 — — — 199,677 Accretion of asset retirement obligations 1,104 — — — 1,104 General and administrative 31,221 — — — 31,221 Total operating expenses 1,054,672 — — — 1,054,672 Operating income 262,433 — — — 262,433 Other income (expenses): Equity in earnings of unconsolidated affiliate (40,312) (87,743) — — (128,055) Impairment of equity investment (143,849) (466,783) — — (610,632) Interest expense, net (53,102) — — — (53,102) Gain on early extinguishment of debt 80,561 — — — 80,561 Total other expenses (156,702) (554,526) — — (711,228) Income (loss) before income taxes 105,731 (554,526) — — (448,795) Provision for income tax benefit 109,985 — — — 109,985 Net income (loss) and comprehensive income (loss) $ 215,716 (554,526) — — (338,810) Condensed Consolidating Statement of Cash Flows Parent Guarantor Non-Guarantor (Antero) Subsidiaries Subsidiaries Eliminations Consolidated Cash flows provided by (used in) operating activities: Net income including noncontrolling interests $ 777,198 201,565 99,518 (52,525) 1,025,756 Adjustments to reconcile net income to net cash provided by operating activities: Depletion, depreciation, amortization, and accretion 219,407 — 21,770 — 241,177 Impairments 81,244 — 6,982 — 88,226 Commodity derivative fair value losses 77,368 — — — 77,368 Gains on settled commodity derivatives 97,092 — — — 97,092 Deferred income tax expense 287,854 — — — 287,854 Equity-based compensation expense 6,426 — 2,477 — 8,903 Equity in earnings of consolidated subsidiaries (15,021) — — 15,021 — Equity in earnings of unconsolidated affiliates (589) (1,228) (12,264) — (14,081) Distributions of earnings from unconsolidated affiliates — — 12,605 — 12,605 Gain on deconsolidation of Antero Midstream Partners LP (1,205,705) (200,337) — — (1,406,042) Distributions from Antero Midstream Partners LP 46,469 — — (46,469) — Other 10,331 — 750 — 11,081 Changes in current assets and liabilities 102,830 — (10,573) 16,808 109,065 Net cash provided by operating activities 484,904 — 121,265 (67,165) 539,004 Cash flows provided by (used in) investing activities: Additions to unproved properties (27,463) — — — (27,463) Drilling and completion costs (389,252) — — 20,565 (368,687) Additions to water handling and treatment systems — — (24,547) 131 (24,416) Additions to gathering systems and facilities — — (48,239) — (48,239) Additions to other property and equipment (2,066) — (1,062) — (3,128) Investments in unconsolidated affiliates — — (25,020) — (25,020) Proceeds from the Antero Midstream Partners LP Transactions 296,611 — — — 296,611 Change in other assets (1,118) — (3,357) — (4,475) Net cash used in investing activities (123,288) — (102,225) 20,696 (204,817) Cash flows provided by (used in) financing activities: Issuance of senior notes — — 650,000 — 650,000 Borrowings (repayments) on bank credit facility, net (360,379) — 90,379 — (270,000) Payments of deferred financing costs (791) — (7,468) — (8,259) Distributions to noncontrolling interests in Antero Midstream Partners LP — — (131,545) 46,469 (85,076) Employee tax withholding for settlement of equity compensation awards (450) — (29) — (479) Other 4 — (845) — (841) Net cash provided by (used in) financing activities (361,616) — 600,492 46,469 285,345 Effect of deconsolidation of Antero Midstream Partners LP — — (619,532) — (619,532) Net increase (decrease) in cash and cash equivalents — — — — — Cash and cash equivalents, beginning of period — — — — — Cash and cash equivalents, end of period $ — — — — — Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2020 (In thousands) Parent Guarantor Non-Guarantor (Antero) Subsidiaries Subsidiaries Eliminations Consolidated Cash flows provided by (used in) operating activities: Net income (loss) including noncontrolling interests $ 215,716 (554,526) — — (338,810) Adjustment to reconcile net income (loss) to net cash provided by operating activities: Depletion, depreciation, amortization, and accretion 200,781 — — — 200,781 Impairment of oil and gas properties 89,220 — — — 89,220 Commodity derivative fair value gains (565,833) — — — (565,833) Gains on settled commodity derivatives 210,926 — — — 210,926 Equity-based compensation expense 3,329 — — — 3,329 Deferred income tax benefit (109,985) — — — (109,985) Gain on early extinguishment of debt (80,561) — — — (80,561) Equity in loss of unconsolidated affiliates 40,312 87,743 — — 128,055 Impairment of equity investment 143,849 466,783 — — 610,632 Distributions/dividends of earnings from unconsolidated affiliates 42,756 — — — 42,756 Other 2,440 — — — 2,440 Changes in current assets and liabilities 7,727 — — — 7,727 Net cash provided by operating activities 200,677 — — — 200,677 Cash flows provided by (used in) investing activities: Additions to unproved properties (10,357) — — — (10,357) Drilling and completion costs (300,483) — — — (300,483) Additions to other property and equipment (771) — — — (771) Settlement of water earnout 125,000 — — — 125,000 Change in other assets (70) — — — (70) Net cash used in investing activities (186,681) — — — (186,681) Cash flows provided by (used in) financing activities: Repurchases of common stock (42,690) — — — (42,690) Repayment of senior notes (300,835) — — — (300,835) Borrowings on bank credit facility, net 330,000 — — — 330,000 Employee tax withholding for settlement of equity compensation awards (32) — — — (32) Other (439) — — — (439) Net cash used in financing activities (13,996) — — — (13,996) Net increase in cash and cash equivalents — — — — — Cash and cash equivalents, beginning of period — — — — — Cash and cash equivalents, end of period $ — — — — — |