Antero Resources Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Subsidiary Guarantors

Subsidiary Guarantors

6 Months Ended

Jun. 30, 2016

(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 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 4). 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, 2015 and June 30, 2016, and the related Condensed Consolidating Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2015 and 2016 and Condensed Consolidating Statements of Cash Flows for the six months ended June 30, 2015 and 2016 present financial information for Antero on a stand-alone basis (carrying its investment in wholly-owned 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 Sheets

December 31, 2015

(In thousands)


	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	16,590		—		6,883		—		23,473
Accounts receivable, net		76,697		—		2,707		—		79,404
Intercompany receivables		2,138		—		65,712		(67,850)		—
Accrued revenue		128,242		—		—		—		128,242
Derivative instruments		1,009,030		—		—		—		1,009,030
Other current assets		8,087		—		—		—		8,087
Total current assets		1,240,784		—		75,302		(67,850)		1,248,236
Property and equipment:
Natural gas properties, at cost (successful efforts method):
Unproved properties		1,996,081		—		—		—		1,996,081
Proved properties		8,243,901		—		—		(32,795)		8,211,106
Water handling and treatment systems		—		—		565,616		—		565,616
Gathering systems and facilities		16,561		—		1,485,835		—		1,502,396
Other property and equipment		46,415		—		—		—		46,415
		10,302,958		—		2,051,451		(32,795)		12,321,614
Less accumulated depletion, depreciation, and amortization		(1,431,747)		—		(157,625)		—		(1,589,372)
Property and equipment, net		8,871,211		—		1,893,826		(32,795)		10,732,242
Derivative instruments		2,108,450		—		—		—		2,108,450
Investments in subsidiaries		(302,336)		—		—		302,336		—
Contingent acquisition consideration		178,049		—		—		(178,049)		—
Other assets, net		15,661		—		10,904		—		26,565
Total assets	$	12,111,819		—		1,980,032		23,642		14,115,493

Liabilities and Equity
Current liabilities:
Accounts payable	$	303,197		—		60,963		—		364,160
Intercompany payable		65,712		—		2,138		(67,850)		—
Accrued liabilities		158,713		—		35,363		—		194,076
Revenue distributions payable		129,949		—		—		—		129,949
Other current liabilities		18,935		—		150		—		19,085
Total current liabilities		676,506		—		98,614		(67,850)		707,270
Long-term liabilities:
Long-term debt		4,048,782		—		620,000		—		4,668,782
Deferred income tax liability		1,370,686		—		—		—		1,370,686
Contingent acquisition consideration		—		—		178,049		(178,049)		—
Other liabilities		81,453		—		624		—		82,077
Total liabilities		6,177,427		—		897,287		(245,899)		6,828,815
Equity:
Stockholders' equity:
Partners' capital		—		—		1,082,745		(1,082,745)		—
Common stock		2,770		—		—		—		2,770
Additional paid-in capital		4,122,811		—		—		—		4,122,811
Accumulated earnings		1,808,811		—		—		—		1,808,811
Total stockholders' equity		5,934,392		—		1,082,745		(1,082,745)		5,934,392
Noncontrolling interest in consolidated subsidiary		—		—		—		1,352,286		1,352,286
Total equity		5,934,392		—		1,082,745		269,541		7,286,678
Total liabilities and equity	$	12,111,819		—		1,980,032		23,642		14,115,493

Condensed Consolidating Balance Sheet

June 30, 2016

(In thousands)


	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	19,567		—		8,684		—		28,251
Accounts receivable, net		70,347		—		1,259		—		71,606
Intercompany receivables		2,142		—		54,794		(56,936)		—
Accrued revenue		133,479		—		—		—		133,479
Derivative instruments		429,920		—		—		—		429,920
Other current assets		6,422		—		106		—		6,528
Total current assets		661,877		—		64,843		(56,936)		669,784
Property and equipment:
Natural gas properties, at cost (successful efforts method):
Unproved properties		1,984,515		—		—		—		1,984,515
Proved properties		8,882,922		—		—		(88,407)		8,794,515
Water handling and treatment systems		—		—		655,251		—		655,251
Gathering systems and facilities		16,892		—		1,579,568		—		1,596,460
Other property and equipment		44,919		—		—		—		44,919
		10,929,248		—		2,234,819		(88,407)		13,075,660
Less accumulated depletion, depreciation, and amortization		(1,772,202)		—		(205,588)		—		(1,977,790)
Property and equipment, net		9,157,046		—		2,029,231		(88,407)		11,097,870
Derivative instruments		1,673,907		—		—		—		1,673,907
Investments in subsidiaries		(350,558)		—		—		350,558		—
Contingent acquisition consideration		184,906		—		—		(184,906)		—
Other assets, net		58,423		—		58,796		—		117,219
Total assets	$	11,385,601		—		2,152,870		20,309		13,558,780

Liabilities and Equity
Current liabilities:
Accounts payable	$	124,939		—		86,167		—		211,106
Intercompany payable		54,794		—		2,142		(56,936)		—
Accrued liabilities		187,712		—		13,608		—		201,320
Revenue distributions payable		135,054		—		—		—		135,054
Derivative instruments		2,726		—		—		—		2,726
Other current liabilities		19,068		—		158		—		19,226
Total current liabilities		524,293		—		102,075		(56,936)		569,432
Long-term liabilities:
Long-term debt		3,484,014		—		760,000		—		4,244,014
Deferred income tax liability		1,063,331		—		—		—		1,063,331
Contingent acquisition consideration		—		—		184,906		(184,906)		—
Derivative instruments		5,179		—		—		—		5,179
Other liabilities		75,382		—		543		—		75,925
Total liabilities		5,152,199		—		1,047,524		(241,842)		5,957,881
Equity:
Stockholders' equity:
Partners' capital		—		—		1,105,346		(1,105,346)		—
Common stock		3,042		—		—		—		3,042
Additional paid-in capital		5,022,848		—		—		—		5,022,848
Accumulated earnings		1,207,512		—		—		—		1,207,512
Total stockholders' equity		6,233,402		—		1,105,346		(1,105,346)		6,233,402
Noncontrolling interest in consolidated subsidiary		—		—		—		1,367,497		1,367,497
Total equity		6,233,402		—		1,105,346		262,151		7,600,899
Total liabilities and equity	$	11,385,601		—		2,152,870		20,309		13,558,780

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended June 30, 2015

(In thousands)


	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Revenue:
Natural gas sales	$	242,065		—		—		—		242,065
Natural gas liquids sales		59,525		—		—		—		59,525
Oil sales		23,032		—		—		—		23,032
Gathering, compression, and water handling and treatment		1,826		—		56,593		(53,929)		4,490
Marketing		49,829		—		—		—		49,829
Commodity derivative fair value losses		(2,227)		—		—		—		(2,227)
Other income		224		—		—		(224)		—
Total revenue		374,274		—		56,593		(54,153)		376,714
Operating expenses:
Lease operating		6,673		—		—		—		6,673
Gathering, compression, processing, and transportation		213,560		—		7,105		(53,996)		166,669
Production and ad valorem taxes		18,332		—		4,187		—		22,519
Marketing		79,053		—		—		—		79,053
Exploration		628		—		—		—		628
Impairment of unproved properties		26,339		—		—		—		26,339
Depletion, depreciation, and amortization		161,955		—		15,091		—		177,046
Accretion of asset retirement obligations		408		—		—		—		408
General and administrative		49,431		—		9,917		(157)		59,191
Contract termination and rig stacking		1,937		—		—		—		1,937
Total operating expenses		558,316		—		36,300		(54,153)		540,463
Operating income (loss)		(184,042)		—		20,293		—		(163,749)
Other income (expenses):
Interest		(58,980)		—		(843)		—		(59,823)
Equity in net income of subsidiaries		13,560		—		—		(13,560)		—
Total other expenses		(45,420)		—		(843)		(13,560)		(59,823)
Income (loss) before income taxes		(229,462)		—		19,450		(13,560)		(223,572)
Provision for income tax benefit		84,089		—		—		—		84,089
Net income (loss) and comprehensive income (loss) including noncontrolling interest		(145,373)		—		19,450		(13,560)		(139,483)
Net income and comprehensive income attributable to noncontrolling interest		—		—		—		5,890		5,890
Net income (loss) and comprehensive income (loss) attributable to Antero Resources Corporation	$	(145,373)		—		19,450		(19,450)		(145,373)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Three Months Ended June 30, 2016

(In thousands)


	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		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, and 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 (expense)		(912,802)		—		53,305		(30,376)		(889,873)
Other income (expenses):
Equity in earnings of unconsolidated affiliate		—		—		484		—		484
Interest		(58,910)		—		(3,878)		193		(62,595)
Equity in net income (loss) 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 interest		(596,244)		—		49,911		(29,157)		(575,490)
Net income and comprehensive income attributable to noncontrolling interest		—		—		—		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

Six Months Ended June 30, 2015

(In thousands)


	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
Revenue:
Natural gas sales	$	557,007		—		—		—		557,007
Natural gas liquids sales		138,311		—		—		—		138,311
Oil sales		35,489		—		—		—		35,489
Gathering, compression, and water handling and treatment		5,693		—		108,836		(103,871)		10,658
Marketing		107,609		—		—		—		107,609
Commodity derivative fair value gains		757,327		—		—		—		757,327
Other income		500		—		—