| Condensed Consolidating Financial Information |
(19) Condensed Consolidating Financial Information
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 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 that is not the Company or a restricted subsidiary of the Company, 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 the Company 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, 2018 and 2019, and the related Condensed Consolidating Statements of Operations and Comprehensive Income (Loss) and Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2017, 2018 and 2019, 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
December 31, 2018
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
|
(Antero) |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
$ |
49,529 |
|
|
— |
|
|
1,544 |
|
|
— |
|
|
51,073 |
|
Intercompany receivables |
|
|
383 |
|
|
— |
|
|
115,378 |
|
|
(115,761) |
|
|
— |
|
Accrued revenue |
|
|
474,827 |
|
|
— |
|
|
— |
|
|
— |
|
|
474,827 |
|
Derivative instruments |
|
|
245,263 |
|
|
— |
|
|
— |
|
|
— |
|
|
245,263 |
|
Other current assets |
|
|
13,937 |
|
|
— |
|
|
21,513 |
|
|
— |
|
|
35,450 |
|
Total current assets |
|
|
783,939 |
|
|
— |
|
|
138,435 |
|
|
(115,761) |
|
|
806,613 |
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oil and gas properties, at cost (successful efforts method): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unproved properties |
|
|
1,767,600 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,767,600 |
|
Proved properties |
|
|
13,306,585 |
|
|
— |
|
|
— |
|
|
(600,913) |
|
|
12,705,672 |
|
Water handling and treatment systems |
|
|
— |
|
|
— |
|
|
1,004,793 |
|
|
9,025 |
|
|
1,013,818 |
|
Gathering systems and facilities |
|
|
17,825 |
|
|
— |
|
|
2,452,883 |
|
|
— |
|
|
2,470,708 |
|
Other property and equipment |
|
|
65,770 |
|
|
— |
|
|
72 |
|
|
— |
|
|
65,842 |
|
|
|
|
15,157,780 |
|
|
— |
|
|
3,457,748 |
|
|
(591,888) |
|
|
18,023,640 |
|
Less accumulated depletion, depreciation, and amortization |
|
|
(3,654,392) |
|
|
— |
|
|
(499,333) |
|
|
— |
|
|
(4,153,725) |
|
Property and equipment, net |
|
|
11,503,388 |
|
|
— |
|
|
2,958,415 |
|
|
(591,888) |
|
|
13,869,915 |
|
Derivative instruments |
|
|
362,169 |
|
|
— |
|
|
— |
|
|
— |
|
|
362,169 |
|
Investment in Antero Midstream Partners |
|
|
(740,031) |
|
|
— |
|
|
— |
|
|
740,031 |
|
|
— |
|
Contingent acquisition consideration |
|
|
114,995 |
|
|
— |
|
|
— |
|
|
(114,995) |
|
|
— |
|
Investments in unconsolidated affiliates |
|
|
— |
|
|
— |
|
|
433,642 |
|
|
— |
|
|
433,642 |
|
Other assets |
|
|
31,200 |
|
|
— |
|
|
15,925 |
|
|
— |
|
|
47,125 |
|
Total assets |
|
$ |
12,055,660 |
|
|
— |
|
|
3,546,417 |
|
|
(82,613) |
|
|
15,519,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
44,917 |
|
|
— |
|
|
21,372 |
|
|
— |
|
|
66,289 |
|
Intercompany payable |
|
|
111,620 |
|
|
— |
|
|
4,141 |
|
|
(115,761) |
|
|
— |
|
Accrued liabilities |
|
|
392,949 |
|
|
— |
|
|
72,121 |
|
|
— |
|
|
465,070 |
|
Revenue distributions payable |
|
|
310,827 |
|
|
— |
|
|
— |
|
|
— |
|
|
310,827 |
|
Derivative instruments |
|
|
532 |
|
|
— |
|
|
— |
|
|
— |
|
|
532 |
|
Short-term lease liabilities |
|
|
2,459 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,459 |
|
Other current liabilities |
|
|
2,162 |
|
|
— |
|
|
2,052 |
|
|
4,149 |
|
|
8,363 |
|
Total current liabilities |
|
|
865,466 |
|
|
— |
|
|
99,686 |
|
|
(111,612) |
|
|
853,540 |
|
Long-term liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
3,829,541 |
|
|
— |
|
|
1,632,147 |
|
|
— |
|
|
5,461,688 |
|
Deferred income tax liability |
|
|
650,788 |
|
|
— |
|
|
— |
|
|
— |
|
|
650,788 |
|
Contingent acquisition consideration |
|
|
— |
|
|
— |
|
|
114,995 |
|
|
(114,995) |
|
|
— |
|
Long-term lease liabilities |
|
|
2,873 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,873 |
|
Other liabilities |
|
|
55,017 |
|
|
— |
|
|
8,081 |
|
|
— |
|
|
63,098 |
|
Total liabilities |
|
|
5,403,685 |
|
|
— |
|
|
1,854,909 |
|
|
(226,607) |
|
|
7,031,987 |
|
Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners' capital |
|
|
— |
|
|
— |
|
|
1,691,508 |
|
|
(1,691,508) |
|
|
— |
|
Common stock |
|
|
3,086 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,086 |
|
Additional paid-in capital |
|
|
5,471,341 |
|
|
— |
|
|
— |
|
|
1,013,833 |
|
|
6,485,174 |
|
Accumulated earnings |
|
|
1,177,548 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,177,548 |
|
Total stockholders' equity |
|
|
6,651,975 |
|
|
— |
|
|
1,691,508 |
|
|
(677,675) |
|
|
7,665,808 |
|
Noncontrolling interests in consolidated subsidiary |
|
|
— |
|
|
— |
|
|
— |
|
|
821,669 |
|
|
821,669 |
|
Total equity |
|
|
6,651,975 |
|
|
— |
|
|
1,691,508 |
|
|
143,994 |
|
|
8,487,477 |
|
Total liabilities and equity |
|
$ |
12,055,660 |
|
|
— |
|
|
3,546,417 |
|
|
(82,613) |
|
|
15,519,464 |
|
Condensed Consolidating Balance Sheet
December 31, 2019
(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 Statement of Operations and Comprehensive Income
Year Ended December 31, 2017
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
Guarantor |
|
Non-Guarantor |
|
|
|
|
|
|
|
(Antero) |
|
Subsidiaries |
|
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
Revenue and other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas sales |
|
$ |
1,769,975 |
|
|
— |
|
|
— |
|
|
(691) |
|
|
1,769,284 |
|
Natural gas liquids sales |
|
|
870,441 |
|
|
— |
|
|
— |
|
|
— |
|
|
870,441 |
|
Oil sales |
|
|
108,195 |
|
|
— |
|
|
— |
|
|
— |
|
|
108,195 |
|
Commodity derivative fair value gains |
|
|
658,283 |
|
|
— |
|
|
— |
|
|
— |
|
|
658,283 |
|
Gathering, compression, water handling and treatment |
|
|
— |
|
|
— |
|
|
772,497 |
|
|
(759,777) |
|
|
12,720 |
|
Marketing |
|
|
258,045 |
|
|
— |
|
|
— |
|
|
— |
|
|
258,045 |
|
Marketing derivative loss |
|
|
(21,394) |
|
|
— |
|
|
— |
|
|
— |
|
|
(21,394) |
|
Other income |
|
|
16,667 |
|
|
— |
|
|
— |
|
|
(16,667) |
|
|
— |
|
Total revenue and other |
|
|
3,660,212 |
|
|
— |
|
|
772,497 |
|
|
(777,135) |
|
|
3,655,574 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
93,758 |
|
|
— |
|
|
189,702 |
|
|
(194,403) |
|
|
89,057 |
|
Gathering, compression, processing, and transportation |
|
|
1,441,129 |
|
|
— |
|
|
39,147 |
|
|
(384,637) |
|
|
1,095,639 |
|
Production and ad valorem taxes |
|
|
90,832 |
|
|
— |
|
|
3,689 |
|
|
— |
|
|
94,521 |
|
Marketing |
|
|
366,281 |
|
|
— |
|
|
— |
|
|
— |
|
|
366,281 |
|
Exploration |
|
|
8,538 |
|
|
— |
|
|
— |
|
|
— |
|
|
8,538 |
|
Impairment of unproved properties |
|
|
159,598 |
|
|
— |
|
|
— |
|
|
— |
|
|
159,598 |
|
Impairment of gathering systems and facilities |
|
|
— |
|
|
— |
|
|
23,431 |
|
|
— |
|
|
23,431 |
|
Depletion, depreciation, and amortization |
|
|
705,048 |
|
|
— |
|
|
119,562 |
|
|
— |
|
|
824,610 |
|
Accretion of asset retirement obligations |
|
|
2,610 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,610 |
|
General and administrative |
|
|
195,153 |
|
|
— |
|
|
58,812 |
|
|
(2,769) |
|
|
251,196 |
|
Change in fair value of contingent acquisition consideration |
|
|
— |
|
|
— |
|
|
13,476 |
|
|
(13,476) |
|
|
— |
|
Total operating expenses |
|
|
3,062,947 |
|
|
— |
|
|
447,819 |
|
|
(595,285) |
|
|
2,915,481 |
|
Operating income |
|
|
597,265 |
|
|
— |
|
|
324,678 |
|
|
(181,850) |
|
|
740,093 |
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of unconsolidated affiliates |
|
|
— |
|
|
— |
|
|
20,194 |
|
|
— |
|
|
20,194 |
|
Interest |
|
|
(232,331) |
|
|
— |
|
|
(37,262) |
|
|
892 |
|
|
(268,701) |
|
Loss on early extinguishment of debt |
|
|
(1,205) |
|
|
— |
|
|
(295) |
|
|
— |
|
|
(1,500) |
|
Equity in earnings (loss) of Antero Midstream |
|
|
(43,710) |
|
|
— |
|
|
— |
|
|
43,710 |
|
|
— |
|
Total other expenses |
|
|
(277,246) |
|
|
— |
|
|
(17,363) |
|
|
44,602 |
|
|
(250,007) |
|
Income before income taxes |
|
|
320,019 |
|
|
— |
|
|
307,315 |
|
|
(137,248) |
|
|
490,086 |
|
Provision for income tax benefit |
|
|
295,051 |
|
|
— |
|
|
— |
|
|
— |
|
|
295,051 |
|
Net income and comprehensive income including noncontrolling interests |
|
|
615,070 |
|
|
— |
|
|
307,315 |
|
|
(137,248) |
|
|
785,137 |
|
Net income and comprehensive income attributable to noncontrolling interests |
|
|
— |
|
|
— |
|
|
— |
|
|
170,067 |
|
|
170,067 |
|
Net income and comprehensive income attributable to Antero Resources Corporation |
|
$ |
615,070 |
|
|
— |
|
|
307,315 |
|
|
(307,315) |
|
|
615,070 |
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Year Ended December 31, 2018
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
(Antero) |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
Revenue and other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas sales |
|
$ |
2,287,939 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,287,939 |
|
Natural gas liquids sales |
|
|
1,177,777 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,177,777 |
|
Oil sales |
|
|
187,178 |
|
|
— |
|
|
— |
|
|
— |
|
|
187,178 |
|
Commodity derivative fair value losses |
|
|
(87,594) |
|
|
— |
|
|
— |
|
|
— |
|
|
(87,594) |
|
Gathering, compression, water handling and treatment |
|
|
— |
|
|
— |
|
|
1,027,939 |
|
|
(1,006,595) |
|
|
21,344 |
|
Marketing |
|
|
458,901 |
|
|
— |
|
|
— |
|
|
— |
|
|
458,901 |
|
Marketing derivative fair value gains |
|
|
94,081 |
|
|
— |
|
|
— |
|
|
— |
|
|
94,081 |
|
Gain on sale of assets |
|
|
— |
|
|
— |
|
|
583 |
|
|
(583) |
|
|
— |
|
Other income |
|
|
(87,217) |
|
|
— |
|
|
— |
|
|
87,217 |
|
|
— |
|
Total revenue and other |
|
|
4,031,065 |
|
|
— |
|
|
1,028,522 |
|
|
(919,961) |
|
|
4,139,626 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
142,234 |
|
|
— |
|
|
262,704 |
|
|
(268,785) |
|
|
136,153 |
|
Gathering, compression, processing, and transportation |
|
|
1,792,898 |
|
|
— |
|
|
49,550 |
|
|
(503,090) |
|
|
1,339,358 |
|
Production and ad valorem taxes |
|
|
122,305 |
|
|
— |
|
|
4,169 |
|
|
— |
|
|
126,474 |
|
Marketing |
|
|
686,055 |
|
|
— |
|
|
— |
|
|
— |
|
|
686,055 |
|
Exploration |
|
|
4,958 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,958 |
|
Impairment of oil and gas properties |
|
|
549,437 |
|
|
— |
|
|
— |
|
|
— |
|
|
549,437 |
|
Impairment of midstream assets |
|
|
4,470 |
|
|
— |
|
|
5,771 |
|
|
(583) |
|
|
9,658 |
|
Depletion, depreciation, and amortization |
|
|
842,452 |
|
|
— |
|
|
130,013 |
|
|
— |
|
|
972,465 |
|
Accretion of asset retirement obligations |
|
|
2,684 |
|
|
— |
|
|
135 |
|
|
— |
|
|
2,819 |
|
General and administrative |
|
|
181,305 |
|
|
— |
|
|
61,629 |
|
|
(2,590) |
|
|
240,344 |
|
Accretion of contingent acquisition consideration |
|
|
— |
|
|
— |
|
|
(93,019) |
|
|
93,019 |
|
|
— |
|
Total operating expenses |
|
|
4,328,798 |
|
|
— |
|
|
420,952 |
|
|
(682,029) |
|
|
4,067,721 |
|
Operating income (loss) |
|
|
(297,733) |
|
|
— |
|
|
607,570 |
|
|
(237,932) |
|
|
71,905 |
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of unconsolidated affiliates |
|
|
— |
|
|
— |
|
|
40,280 |
|
|
— |
|
|
40,280 |
|
Interest expense, net |
|
|
(224,977) |
|
|
— |
|
|
(61,906) |
|
|
140 |
|
|
(286,743) |
|
Equity in earnings (loss) of consolidated subsidiaries |
|
|
(3,664) |
|
|
— |
|
|
— |
|
|
3,664 |
|
|
— |
|
Total other expenses |
|
|
(228,641) |
|
|
— |
|
|
(21,626) |
|
|
3,804 |
|
|
(246,463) |
|
Income (loss) before income taxes |
|
|
(526,374) |
|
|
— |
|
|
585,944 |
|
|
(234,128) |
|
|
(174,558) |
|
Provision for income tax benefit |
|
|
128,857 |
|
|
— |
|
|
— |
|
|
— |
|
|
128,857 |
|
Net income (loss) and comprehensive income (loss) including noncontrolling interests |
|
|
(397,517) |
|
|
— |
|
|
585,944 |
|
|
(234,128) |
|
|
(45,701) |
|
Net income and comprehensive income attributable to noncontrolling interests |
|
|
— |
|
|
— |
|
|
— |
|
|
351,816 |
|
|
351,816 |
|
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation |
|
$ |
(397,517) |
|
|
— |
|
|
585,944 |
|
|
(585,944) |
|
|
(397,517) |
|
Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)
Year Ended December 31, 2019
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent
(Antero) |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations |
|
Consolidated |
|
Revenue and other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas sales |
|
$ |
2,247,162 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,247,162 |
|
Natural gas liquids sales |
|
|
1,219,162 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,219,162 |
|
Oil sales |
|
|
177,549 |
|
|
— |
|
|
— |
|
|
— |
|
|
177,549 |
|
Commodity derivative fair value gains |
|
|
463,972 |
|
|
— |
|
|
— |
|
|
— |
|
|
463,972 |
|
Gathering, compression, water handling and treatment |
|
|
— |
|
|
— |
|
|
218,360 |
|
|
(213,882) |
|
|
4,478 |
|
Marketing |
|
|
292,207 |
|
|
— |
|
|
— |
|
|
— |
|
|
292,207 |
|
Other income |
|
|
5,810 |
|
|
— |
|
|
— |
|
|
(1,650) |
|
|
4,160 |
|
Total revenue and other |
|
|
4,405,862 |
|
|
— |
|
|
218,360 |
|
|
(215,532) |
|
|
4,408,690 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
146,957 |
|
|
— |
|
|
64,818 |
|
|
(66,055) |
|
|
145,720 |
|
Gathering, compression, processing, and transportation |
|
|
2,257,133 |
|
|
— |
|
|
— |
|
|
(110,486) |
|
|
2,146,647 |
|
Production and ad valorem taxes |
|
|
124,202 |
|
|
— |
|
|
— |
|
|
940 |
|
|
125,142 |
|
Marketing |
|
|
549,814 |
|
|
— |
|
|
— |
|
|
— |
|
|
549,814 |
|
Exploration |
|
|
884 |
|
|
— |
|
|
— |
|
|
— |
|
|
884 |
|
Impairment of oil and gas properties |
|
|
1,300,444 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,300,444 |
|
Impairment of midstream assets |
|
|
7,800 |
|
|
— |
|
|
6,982 |
|
|
— |
|
|
14,782 |
|
Depletion, depreciation, and amortization |
|
|
893,160 |
|
|
— |
|
|
21,707 |
|
|
— |
|
|
914,867 |
|
Loss on sale of assets |
|
|
951 |
|
|
— |
|
|
— |
|
|
— |
|
|
951 |
|
Accretion of asset retirement obligations |
|
|
3,699 |
|
|
— |
|
|
63 |
|
|
— |
|
|
3,762 |
|
General and administrative |
|
|
160,402 |
|
|
— |
|
|
18,793 |
|
|
(499) |
|
|
178,696 |
|
Contract termination and rig stacking |
|
|
14,026 |
|
|
— |
|
|
— |
|
|
— |
|
|
14,026 |
|
Accretion of contingent acquisition consideration |
|
|
— |
|
|
— |
|
|
1,928 |
|
|
(1,928) |
|
|
— |
|
Total operating expenses |
|
|
5,459,472 |
|
|
— |
|
|
114,291 |
|
|
(178,028) |
|
|
5,395,735 |
|
Operating income (loss) |
|
|
(1,053,610) |
|
|
— |
|
|
104,069 |
|
|
(37,504) |
|
|
(987,045) |
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water earnout |
|
|
125,000 |
|
|
|
|
|
|
|
|
— |
|
|
125,000 |
|
Equity in earnings (loss) of unconsolidated affiliates |
|
|
(49,442) |
|
|
(106,038) |
|
|
12,264 |
|
|
— |
|
|
(143,216) |
|
Equity in earnings of affiliates |
|
|
15,021 |
|
|
— |
|
|
— |
|
|
(15,021) |
|
|
— |
|
Loss on the sale of equity investment shares |
|
|
(108,745) |
|
|
— |
|
|
— |
|
|
— |
|
|
(108,745) |
|
Impairment of equity investments |
|
|
(143,090) |
|
|
(324,500) |
|
|
— |
|
|
— |
|
|
(467,590) |
|
Gain on deconsolidation of Antero Midstream Partners LP |
|
|
1,205,705 |
|
|
200,337 |
|
|
— |
|
|
— |
|
|
1,406,042 |
|
Interest expense, net |
|
|
(211,296) |
|
|
— |
|
|
(16,815) |
|
|
— |
|
|
(228,111) |
|
Gain on early extinguishment of debt |
|
|
36,419 |
|
|
— |
|
|
— |
|
|
— |
|
|
36,419 |
|
Total other income (expenses) |
|
|
869,572 |
|
|
(230,201) |
|
|
(4,551) |
|
|
(15,021) |
|
|
619,799 |
|
Income before income taxes |
|
|
(184,038) |
|
|
(230,201) |
|
|
99,518 |
|
|
(52,525) |
|
|
(367,246) |
|
Provision for income tax expense |
|
|
74,110 |
|
|
— |
|
|
— |
|
|
— |
|
|
74,110 |
|
Net income (loss) and comprehensive income (loss) including noncontrolling interests |
|
|
(109,928) |
|
|
(230,201) |
|
|
99,518 |
|
|
(52,525) |
|
|
(293,136) |
|
Net income and comprehensive income attributable to noncontrolling interests |
|
|
— |
|
|
— |
|
|
— |
|
|
46,993 |
|
|
46,993 |
|
Net income and comprehensive income attributable to Antero Resources Corporation |
|
$ |
(109,928) |
|
|
(230,201) |
|
|
99,518 |
|
|
(99,518) |
|
|
(340,129) |
|
Condensed Consolidating Statement of Cash Flows
Year Ended December 31, 2017
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Guarantor |
|
|
|
|
|
|
|
|
|
|
|
Subsidiaries |
|
|
|
|
|
|
|
Parent |
|
Guarantor |
|
(Antero |
|
|
|
|
|
|
|
|
|
(Antero) |
|
Subsidiaries |
|
Midstream) |
|
Eliminations |
|
Consolidated |
|
Cash flows provided by (used in) operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income including noncontrolling interests |
|
$ |
615,070 |
|
|
— |
|
|
307,315 |
|
|
(137,248) |
|
|
785,137 |
|
Adjustment to reconcile net income to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depletion, depreciation, amortization, and accretion |
|
|
707,658 |
|
|
— |
|
|
119,562 |
|
|
— |
|
|
827,220 |
|
Change in fair value of contingent acquisition consideration |
|
|
(13,476) |
|
|
— |
|
|
13,476 |
|
|
— |
|
|
— |
|
Impairment of oil and gas properties |
|
|
159,598 |
|
|
— |
|
|
— |
|
|
— |
|
|
159,598 |
|
Impairment of midstream assets |
|
|
— |
|
|
— |
|
|
23,431 |
|
|
— |
|
|
23,431 |
|
Commodity derivative fair value gains |
|
|
(658,283) |
|
|
— |
|
|
— |
|
|
— |
|
|
(658,283) |
|
Gains on settled commodity derivatives |
|
|
213,940 |
|
|
— |
|
|
— |
|
|
— |
|
|
213,940 |
|
Proceeds from derivative monetizations |
|
|
749,906 |
|
|
— |
|
|
— |
|
|
— |
|
|
749,906 |
|
Marketing derivative losses |
|
|
21,394 |
|
|
— |
|
|
— |
|
|
— |
|
|
21,394 |
|
Deferred income tax benefit |
|
|
(295,126) |
|
|
— |
|
|
— |
|
|
— |
|
|
(295,126) |
|
Gain on sale of assets |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Equity-based compensation expense |
|
|
76,162 |
|
|
— |
|
|
27,283 |
|
|
— |
|
|
103,445 |
|
Loss on early extinguishment of debt |
|
|
1,205 |
|
|
— |
|
|
295 |
|
|
— |
|
|
1,500 |
|
Equity in earnings of Antero Midstream |
|
|
43,710 |
|
|
— |
|
|
— |
|
|
(43,710) |
|
|
— |
|
Equity in earnings of unconsolidated affiliates |
|
|
— |
|
|
— |
|
|
(20,194) |
|
|
— |
|
|
(20,194) |
|
Distributions of earnings from unconsolidated affiliates |
|
|
— |
|
|
— |
|
|
20,195 |
|
|
— |
|
|
20,195 |
|
Other |
|
|
(4,500) |
|
|
— |
|
|
2,593 |
|
|
— |
|
|
(1,907) |
|
Distributions from subsidiaries |
|
|
131,598 |
|
|
— |
|
|
— |
|
|
(131,598) |
|
|
— |
|
Changes in current assets and liabilities |
|
|
87,466 |
|
| |