Condensed Consolidating Financial Information | 6 Months Ended |
Jun. 30, 2014 |
Condensed Consolidating Financial Information | ' |
19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
As of June 30, 2014, we had $350.0 million of outstanding Senior Notes due 2020, as shown in Note 8, Long-Term Debt, to our Consolidated Financial Statements. The Senior Notes are guaranteed by certain of our wholly-owned subsidiaries, or guarantor subsidiaries. Unless otherwise noted below, each of the following guarantor subsidiaries are wholly-owned by Rex Energy Corporation and have provided guarantees of the Senior Notes that are joint and several and full and unconditional as of June 30, 2014: |
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— | Rex Energy I, LLC | | | | | | | | | | | | | | | | | | |
— | Rex Energy Operating Corporation | | | | | | | | | | | | | | | | | | |
— | Rex Energy IV, LLC | | | | | | | | | | | | | | | | | | |
— | PennTex Resources Illinois, Inc. | | | | | | | | | | | | | | | | | | |
— | R.E. Gas Development, LLC | | | | | | | | | | | | | | | | | | |
The non-guarantor subsidiaries include certain consolidated subsidiaries, including Water Solutions, R.E. Disposal, LLC, Rex Energy Marketing, LLC and R.E. Ventures Holdings, LLC. We derive much of our business through and derive much of our income through our subsidiaries. Therefore, our ability to make required payments with respect to indebtedness and other obligations depends on the financial results and condition of our subsidiaries and our ability to receive funds from our subsidiaries. As of June 30, 2014, there were no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to us. There may be restrictions for certain non-guarantor subsidiaries. |
The following financial statements present condensed consolidating financial data for (i) Rex Energy Corporation, the issuer of the notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the Notes, and (iv) eliminations necessary to arrive at our consolidated financial statements, which include condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013, the condensed consolidating statements of operations for each of the three and six-month periods ended June 30, 2014 and 2013, and the condensed consolidating statements of cash flows for each of the six-month periods ended June 30, 2014 and 2013. |
REX ENERGY CORPORATION AND SUBSIDIARIES |
CONDENSED CONSOLIDATING BALANCE SHEETS |
AS OF JUNE 30, 2014 |
($ in Thousands, Except Share and Per Share Data) |
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| Guarantor Subsidiaries | | | Non-Guarantor Subsidiaries | | | Rex Energy Corporation (Note Issuer) | | | Eliminations | | | Consolidated Balance | |
ASSETS | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | |
Cash and Cash Equivalents | $ | 5,431 | | | $ | 515 | | | $ | 5 | | | $ | — | | | $ | 5,951 | |
Accounts Receivable | | 35,441 | | | | 13,538 | | | | — | | | | (2,405 | ) | | | 46,574 | |
Taxes Receivable | | — | | | | — | | | | 1,767 | | | | — | | | | 1,767 | |
Short-Term Derivative Instruments | | 4,181 | | | | — | | | | — | | | | — | | | | 4,181 | |
Current Deferred Tax Asset | | — | | | | — | | | | 4,010 | | | | — | | | | 4,010 | |
Inventory, Prepaid Expenses and Other | | 1,586 | | | | 250 | | | | 387 | | | | — | | | | 2,223 | |
Total Current Assets | | 46,639 | | | | 14,303 | | | | 6,169 | | | | (2,405 | ) | | | 64,706 | |
Property and Equipment (Successful Efforts Method) | | | | | | | | | | | | | | | | | | | |
Evaluated Oil and Gas Properties | | 884,639 | | | | 213 | | | | — | | | | (4,127 | ) | | | 880,725 | |
Unevaluated Oil and Gas Properties | | 227,179 | | | | 652 | | | | — | | | | — | | | | 227,831 | |
Other Property and Equipment | | 61,331 | | | | 18,386 | | | | — | | | | — | | | | 79,717 | |
Wells and Facilities in Progress | | 108,802 | | | | 6,576 | | | | — | | | | (708 | ) | | | 114,670 | |
Pipelines | | 17,399 | | | | — | | | | — | | | | (1,822 | ) | | | 15,577 | |
Total Property and Equipment | | 1,299,350 | | | | 25,827 | | | | — | | | | (6,657 | ) | | | 1,318,520 | |
Less: Accumulated Depreciation, Depletion and Amortization | | (227,050 | ) | | | (3,755 | ) | | | — | | | | 618 | | | | (230,187 | ) |
Net Property and Equipment | | 1,072,300 | | | | 22,072 | | | | — | | | | (6,039 | ) | | | 1,088,333 | |
Deferred Financing Costs and Other Assets—Net | | 2,421 | | | | 170 | | | | 9,013 | | | | — | | | | 11,604 | |
Equity Method Investments | | 18,300 | | | | — | | | | — | | | | — | | | | 18,300 | |
Intercompany Receivables | | — | | | | — | | | | 688,577 | | | | (688,577 | ) | | | — | |
Investment in Subsidiaries – Net | | 4,156 | | | | 4,361 | | | | 332,163 | | | | (340,680 | ) | | | — | |
Long-Term Derivative Instruments | | 159 | | | | — | | | | — | | | | — | | | | 159 | |
Total Assets | $ | 1,143,975 | | | $ | 40,906 | | | $ | 1,035,922 | | | $ | (1,037,701 | ) | | $ | 1,183,102 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | |
Accounts Payable | $ | 51,431 | | | $ | 324 | | | $ | — | | | $ | (2,404 | ) | | $ | 49,351 | |
Current Maturities of Long-Term Debt | | 1,175 | | | | 6,554 | | | | — | | | | — | | | | 7,729 | |
Accrued Liabilities | | 39,247 | | | | 5,327 | | | | 2,917 | | | | — | | | | 47,491 | |
Short-Term Derivative Instruments | | 6,699 | | | | — | | | | — | | | | — | | | | 6,699 | |
Total Current Liabilities | | 98,552 | | | | 12,205 | | | | 2,917 | | | | (2,404 | ) | | | 111,270 | |
8.875% Senior Notes Due 2020 | | — | | | | — | | | | 350,000 | | | | — | | | | 350,000 | |
Premium on Senior Notes – Net | | — | | | | — | | | | 2,905 | | | | — | | | | 2,905 | |
Senior Secured Line of Credit and Other Long-Term Debt | | 159 | | | | 6,738 | | | | 200,000 | | | | — | | | | 206,897 | |
Long-Term Derivative Instruments | | 1,535 | | | | — | | | | — | | | | — | | | | 1,535 | |
Long-Term Deferred Tax Liability | | — | | | | — | | | | 40,128 | | | | — | | | | 40,128 | |
Other Deposits and Liabilities | | 4,528 | | | | — | | | | — | | | | — | | | | 4,528 | |
Future Abandonment Cost | | 27,024 | | | | 19 | | | | — | | | | — | | | | 27,043 | |
Intercompany Payables | | 685,517 | | | | 3,060 | | | | — | | | | (688,577 | ) | | | — | |
Total Liabilities | | 817,315 | | | | 22,022 | | | | 595,950 | | | | (690,981 | ) | | | 744,306 | |
Stockholders’ Equity | | | | | | | | | | | | | | | | | | | |
Common Stock | | — | | | | — | | | | 54 | | | | — | | | | 54 | |
Additional Paid-In Capital | | 177,143 | | | | 84,241 | | | | 459,754 | | | | (261,384 | ) | | | 459,754 | |
Accumulated Earnings (Deficit) | | 149,517 | | | | (66,679 | ) | | | (19,836 | ) | | | (87,781 | ) | | | (24,779 | ) |
Rex Energy Stockholders’ Equity | | 326,660 | | | | 17,562 | | | | 439,972 | | | | (349,165 | ) | | | 435,029 | |
Noncontrolling Interests | | — | | | | 1,322 | | | | — | | | | 2,445 | | | | 3,767 | |
Total Stockholders’ Equity | | 326,660 | | | | 18,884 | | | | 439,972 | | | | (346,720 | ) | | | 438,796 | |
Total Liabilities and Stockholders’ Equity | $ | 1,143,975 | | | $ | 40,906 | | | $ | 1,035,922 | | | $ | (1,037,701 | ) | | $ | 1,183,102 | |
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REX ENERGY CORPORATION AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS ENDED JUNE 30, 2014 |
($ in Thousands) |
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| Guarantor Subsidiaries | | | Non-Guarantor Subsidiaries | | | Rex Energy Corporation (Note Issuer) | | | Eliminations | | | Consolidated Balance | |
OPERATING REVENUE | | | | | | | | | | | | | | | | | | | |
Oil, Natural Gas and NGL Sales | $ | 72,903 | | | $ | — | | | $ | — | | | $ | — | | | $ | 72,903 | |
Field Services Revenue | | — | | | | 15,974 | | | | — | | | | (2,887 | ) | | | 13,087 | |
Other Revenue | | 30 | | | | — | | | | — | | | | — | | | | 30 | |
TOTAL OPERATING REVENUE | | 72,933 | | | | 15,974 | | | | — | | | | (2,887 | ) | | | 86,020 | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | |
Production and Lease Operating Expense | | 21,630 | | | | 3 | | | | — | | | | (13 | ) | | | 21,620 | |
General and Administrative Expense | | 7,221 | | | | 950 | | | | 1,083 | | | | (15 | ) | | | 9,239 | |
Loss on Disposal of Asset | | 223 | | | | 7 | | | | — | | | | — | | | | 230 | |
Impairment Expense | | 16 | | | | — | | | | — | | | | — | | | | 16 | |
Exploration Expense | | 1,364 | | | | 3 | | | | — | | | | — | | | | 1,367 | |
Depreciation, Depletion, Amortization and Accretion | | 20,454 | | | | 931 | | | | — | | | | (159 | ) | | | 21,226 | |
Field Services Operating Expense | | — | | | | 11,832 | | | | — | | | | (2,263 | ) | | | 9,569 | |
Other Operating (Income) Expense | | (56 | ) | | | — | | | | — | | | | — | | | | (56 | ) |
TOTAL OPERATING EXPENSES | | 50,852 | | | | 13,726 | | | | 1,083 | | | | (2,450 | ) | | | 63,211 | |
INCOME (LOSS) FROM OPERATIONS | | 22,081 | | | | 2,248 | | | | (1,083 | ) | | | (437 | ) | | | 22,809 | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | | | | | | | | |
Interest Expense | | (17 | ) | | | (145 | ) | | | (7,341 | ) | | | — | | | | (7,503 | ) |
Gain (Loss) on Derivatives, Net | | (645 | ) | | | — | | | | 394 | | | | — | | | | (251 | ) |
Other Expense | | 55 | | | | — | | | | — | | | | (15 | ) | | | 40 | |
Loss From Equity Method Investments | | (208 | ) | | | — | | | | — | | | | — | | | | (208 | ) |
Income (Loss) From Equity in Consolidated Subsidiaries | | (56 | ) | | | 56 | | | | 12,409 | | | | (12,409 | ) | | | — | |
TOTAL OTHER INCOME (EXPENSE) | | (871 | ) | | | (89 | ) | | | 5,462 | | | | (12,424 | ) | | | (7,922 | ) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX | | 21,210 | | | | 2,159 | | | | 4,379 | | | | (12,861 | ) | | | 14,887 | |
Income Tax (Expense) Benefit | | (9,051 | ) | | | (580 | ) | | | 3,699 | | | | — | | | | (5,932 | ) |
INCOME (LOSS) FROM CONTINUING OPERATIONS | | 12,159 | | | | 1,579 | | | | 8,078 | | | | (12,861 | ) | | | 8,955 | |
Net Income Attributable to Noncontrolling Interests | | — | | | | 877 | | | | — | | | | — | | | | 877 | |
NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY | $ | 12,159 | | | $ | 702 | | | $ | 8,078 | | | $ | (12,861 | ) | | $ | 8,078 | |
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REX ENERGY CORPORATION AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
FOR THE SIX MONTHS ENDED JUNE 30, 2014 |
($ in Thousands) |
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| Guarantor Subsidiaries | | | Non-Guarantor Subsidiaries | | | Rex Energy Corporation (Note Issuer) | | | Eliminations | | | Consolidated Balance | |
OPERATING REVENUE | | | | | | | | | | | | | | | | | | | |
Oil, Natural Gas and NGL Sales | $ | 154,202 | | | $ | — | | | $ | — | | | $ | — | | | $ | 154,202 | |
Field Services Revenue | | — | | | | 38,597 | | | | — | | | | (10,206 | ) | | | 28,391 | |
Other Revenue | | 74 | | | | — | | | | — | | | | — | | | | 74 | |
TOTAL OPERATING REVENUE | | 154,276 | | | | 38,597 | | | | — | | | | (10,206 | ) | | | 182,667 | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | |
Production and Lease Operating Expense | | 41,660 | | | | 6 | | | | — | | | | (20 | ) | | | 41,646 | |
General and Administrative Expense | | 15,101 | | | | 1,822 | | | | 2,742 | | | | (35 | ) | | | 19,630 | |
Loss on Disposal of Asset | | 294 | | | | 7 | | | | — | | | | — | | | | 301 | |
Impairment Expense | | 41 | | | | — | | | | — | | | | — | | | | 41 | |
Exploration Expense | | 3,424 | | | | 3 | | | | — | | | | — | | | | 3,427 | |
Depreciation, Depletion, Amortization and Accretion | | 40,277 | | | | 1,643 | | | | — | | | | (270 | ) | | | 41,650 | |
Field Services Operating Expense | | — | | | | 28,782 | | | | — | | | | (7,417 | ) | | | 21,365 | |
Other Operating Expense | | 27 | | | | — | | | | — | | | | — | | | | 27 | |
TOTAL OPERATING EXPENSES | | 100,824 | | | | 32,263 | | | | 2,742 | | | | (7,742 | ) | | | 128,087 | |
INCOME (LOSS) FROM OPERATIONS | | 53,452 | | | | 6,334 | | | | (2,742 | ) | | | (2,464 | ) | | | 54,580 | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | | | | | | | | |
Interest Expense | | (31 | ) | | | (347 | ) | | | (14,260 | ) | | | — | | | | (14,638 | ) |
Gain (Loss) on Derivatives, Net | | (11,084 | ) | | | — | | | | 1,083 | | | | — | | | | (10,001 | ) |
Other Income (Expense) | | 18 | | | | — | | | | — | | | | (35 | ) | | | (17 | ) |
Loss From Equity Method Investments | | (408 | ) | | | — | | | | — | | | | — | | | | (408 | ) |
Income (Loss) From Equity in Consolidated Subsidiaries | | (81 | ) | | | 81 | | | | 25,977 | | | | (25,977 | ) | | | — | |
TOTAL OTHER INCOME (EXPENSE) | | (11,586 | ) | | | (266 | ) | | | 12,800 | | | | (26,012 | ) | | | (25,064 | ) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX | | 41,866 | | | | 6,068 | | | | 10,058 | | | | (28,476 | ) | | | 29,516 | |
Income Tax (Expense) Benefit | | (15,689 | ) | | | (1,323 | ) | | | 6,888 | | | | — | | | | (10,124 | ) |
INCOME (LOSS) FROM CONTINUING OPERATIONS | | 26,177 | | | | 4,745 | | | | 16,946 | | | | (28,476 | ) | | | 19,392 | |
Net Income Attributable to Noncontrolling Interests | | — | | | | 2,446 | | | | — | | | | — | | | | 2,446 | |
NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY | $ | 26,177 | | | $ | 2,299 | | | $ | 16,946 | | | $ | (28,476 | ) | | $ | 16,946 | |
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REX ENERGY CORPORATION AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
FOR THE SIX MONTHS ENDING JUNE 30, 2014 |
($ in Thousands) |
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| Guarantor Subsidiaries | | | Non-Guarantor Subsidiaries | | | Rex Energy Corporation (Note Issuer) | | | Eliminations | | | Consolidated Balance | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | $ | 26,177 | | | $ | 4,745 | | | $ | 16,946 | | | $ | (28,476 | ) | | $ | 19,392 | |
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities | | | | | | | | | | | | | | | | | | | |
Loss From Equity Method Investments | | 408 | | | | — | | | | — | | | | — | | | | 408 | |
Non-Cash Expenses (Income) | | (133 | ) | | | 186 | | | | 3,283 | | | | — | | | | 3,336 | |
Depreciation, Depletion, Amortization and Accretion | | 40,277 | | | | 1,643 | | | | — | | | | (270 | ) | | | 41,650 | |
Deferred Income Tax Expense (Benefit) | | 15,689 | | | | 1,323 | | | | (6,888 | ) | | | — | | | | 10,124 | |
(Gain) Loss on Derivatives | | 11,084 | | | | — | | | | (1,083 | ) | | | — | | | | 10,001 | |
Cash Settlements of Derivatives | | (7,211 | ) | | | — | | | | 878 | | | | — | | | | (6,333 | ) |
Dry Hole Expense | | 86 | | | | — | | | | — | | | | — | | | | 86 | |
Loss on Sale of Asset | | 294 | | | | 7 | | | | — | | | | — | | | | 301 | |
Impairment Expense | | 41 | | | | — | | | | — | | | | — | | | | 41 | |
Changes in operating assets and liabilities | | | | | | | | | | | | | | | | | | | |
Accounts Receivable | | (3,163 | ) | | | (3,664 | ) | | | 3,423 | | | | (898 | ) | | | (4,302 | ) |
Inventory, Prepaid Expenses and Other Assets | | 505 | | | | (161 | ) | | | (360 | ) | | | — | | | | (16 | ) |
Accounts Payable and Accrued Liabilities | | 13,404 | | | | (1,432 | ) | | | 5 | | | | 898 | | | | 12,875 | |
Other Assets and Liabilities | | (970 | ) | | | (22 | ) | | | — | | | | — | | | | (992 | ) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | | 96,488 | | | | 2,625 | | | | 16,204 | | | | (28,746 | ) | | | 86,571 | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | | | | | | | | |
Intercompany loans to subsidiaries | | 131,376 | | | | (4 | ) | | | (157,352 | ) | | | 25,980 | | | | — | |
Proceeds from Joint Venture Acreage Management | | 146 | | | | — | | | | — | | | | — | | | | 146 | |
Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets | | 139 | | | | — | | | | — | | | | — | | | | 139 | |
Acquisitions of Undeveloped Acreage | | (39,484 | ) | | | (655 | ) | | | — | | | | — | | | | (40,139 | ) |
Capital Expenditures for Development of Oil and Gas Properties and Equipment | | (183,765 | ) | | | (4,578 | ) | | | — | | | | 2,766 | | | | (185,577 | ) |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | | (91,588 | ) | | | (5,237 | ) | | | (157,352 | ) | | | 28,746 | | | | (225,431 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | | | | | | | | |
Proceeds from Long-Term Debt and Lines of Credit | | — | | | | 9,409 | | | | 153,000 | | | | — | | | | 162,409 | |
Repayments of Long-Term Debt and Lines of Credit | | — | | | | (5,753 | ) | | | (12,000 | ) | | | — | | | | (17,753 | ) |
Repayments of Loans and Other Long-Term Debt | | (855 | ) | | | (313 | ) | | | — | | | | — | | | | (1,168 | ) |
Debt Issuance Costs | | — | | | | (4 | ) | | | (273 | ) | | | — | | | | (277 | ) |
Proceeds from Exercise of Stock Options | | — | | | | — | | | | 421 | | | | — | | | | 421 | |
Distributions by the Partners of Consolidated Subsidiaries | | — | | | | (721 | ) | | | — | | | | — | | | | (721 | ) |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | | (855 | ) | | | 2,618 | | | | 141,148 | | | | — | | | | 142,911 | |
NET INCREASE IN CASH | | 4,045 | | | | 6 | | | | — | | | | — | | | | 4,051 | |
CASH – BEGINNING | | 1,386 | | | | 509 | | | | 5 | | | | — | | | | 1,900 | |
CASH - ENDING | $ | 5,431 | | | $ | 515 | | | $ | 5 | | | $ | — | | | $ | 5,951 | |
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REX ENERGY CORPORATION AND SUBSIDIARIES |
CONDENSED CONSOLIDATING BALANCE SHEETS |
AS OF DECEMBER 31, 2013 |
($ in Thousands, Except Share and Per Share Data) |
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| Guarantor Subsidiaries | | | Non-Guarantor Subsidiaries | | | Rex Energy Corporation (Note Issuer) | | | Eliminations | | | Consolidated Balance | |
ASSETS | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | |
Cash and Cash Equivalents | $ | 1,386 | | | $ | 509 | | | $ | 5 | | | $ | — | | | $ | 1,900 | |
Accounts Receivable | | 32,283 | | | | 9,882 | | | | — | | | | (3,302 | ) | | | 38,863 | |
Taxes Receivable | | — | | | | — | | | | 5,189 | | | | — | | | | 5,189 | |
Short-Term Derivative Instruments | | 5,180 | | | | — | | | | 488 | | | | — | | | | 5,668 | |
Current Deferred Tax Asset | | — | | | | — | | | | 3,451 | | | | — | | | | 3,451 | |
Inventory, Prepaid Expenses and Other | | 2,092 | | | | 89 | | | | 26 | | | | — | | | | 2,207 | |
Total Current Assets | | 40,941 | | | | 10,480 | | | | 9,159 | | | | (3,302 | ) | | | 57,278 | |
Property and Equipment (Successful Efforts Method) | | | | | | | | | | | | | | | | | | | |
Evaluated Oil and Gas Properties | | 752,781 | | | | — | | | | — | | | | (3,101 | ) | | | 749,680 | |
Unevaluated Oil and Gas Properties | | 189,385 | | | | — | | | | — | | | | — | | | | 189,385 | |
Other Property and Equipment | | 57,409 | | | | 12,706 | | | | — | | | | — | | | | 70,115 | |
Wells and Facilities in Progress | | 70,759 | | | | 6,576 | | | | — | | | | (790 | ) | | | 76,545 | |
Pipelines | | 7,678 | | | | — | | | | — | | | | — | | | | 7,678 | |
Total Property and Equipment | | 1,078,012 | | | | 19,282 | | | | — | | | | (3,891 | ) | | | 1,093,403 | |
Less: Accumulated Depreciation, Depletion and Amortization | | (188,699 | ) | | | (2,172 | ) | | | — | | | | 350 | | | | (190,521 | ) |
Net Property and Equipment | | 889,313 | | | | 17,110 | | | | — | | | | (3,541 | ) | | | 902,882 | |
Deferred Financing Costs and Other Assets—Net | | 2,421 | | | | 206 | | | | 9,366 | | | | — | | | | 11,993 | |
Equity Method Investments | | 18,708 | | | | — | | | | — | | | | — | | | | 18,708 | |
Intercompany Receivables | | — | | | | — | | | | 628,517 | | | | (628,517 | ) | | | — | |
Investment in Subsidiaries – Net | | 4,442 | | | | 1,197 | | | | 216,945 | | | | (222,584 | ) | | | — | |
Long-Term Derivative Instruments | | 535 | | | | — | | | | — | | | | — | | | | 535 | |
Total Assets | $ | 956,360 | | | $ | 28,993 | | | $ | 863,987 | | | $ | (857,944 | ) | | $ | 991,396 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | |
Accounts Payable | $ | 33,613 | | | $ | 794 | | | $ | — | | | $ | (3,304 | ) | | $ | 31,103 | |
Current Maturities of Long-Term Debt | | 1,339 | | | | 5,404 | | | | — | | | | — | | | | 6,743 | |
Accrued Liabilities | | 45,196 | | | | 6,287 | | | | 2,967 | | | | — | | | | 54,450 | |
Short-Term Derivative Instruments | | 4,663 | | | | — | | | | — | | | | — | | | | 4,663 | |
Total Current Liabilities | | 84,811 | | | | 12,485 | | | | 2,967 | | | | (3,304 | ) | | | 96,959 | |
8.875% Senior Notes Due 2020 | | — | | | | — | | | | 350,000 | | | | — | | | | 350,000 | |
Premium (Discount) on Senior Notes – Net | | — | | | | — | | | | 3,078 | | | | — | | | | 3,078 | |
Senior Secured Line of Credit and Other Long-Term Debt | | 137 | | | | 3,054 | | | | 59,000 | | | | — | | | | 62,191 | |
Long-Term Derivative Instruments | | 1,071 | | | | — | | | | 694 | | | | — | | | | 1,765 | |
Long-Term Deferred Tax Liability | | — | | | | — | | | | 29,446 | | | | — | | | | 29,446 | |
Other Deposits and Liabilities | | 4,992 | | | | — | | | | — | | | | — | | | | 4,992 | |
Future Abandonment Cost | | 26,027 | | | | 13 | | | | — | | | | — | | | | 26,040 | |
Intercompany Payables | | 554,329 | | | | 74,188 | | | | — | | | | (628,517 | ) | | | — | |
Total Liabilities | | 671,367 | | | | 89,740 | | | | 445,185 | | | | (631,821 | ) | | | 574,471 | |
Stockholders’ Equity | | | | | | | | | | | | | | | | | | | |
Common Stock | | — | | | | — | | | | 54 | | | | — | | | | 54 | |
Additional Paid-In Capital | | 177,144 | | | | 6,488 | | | | 456,554 | | | | (183,632 | ) | | | 456,554 | |
Accumulated Earnings (Deficit) | | 107,849 | | | | (67,720 | ) | | | (37,806 | ) | | | (44,048 | ) | | | (41,725 | ) |
Rex Energy Stockholders’ Equity | | 284,993 | | | | (61,232 | ) | | | 418,802 | | | | (227,680 | ) | | | 414,883 | |
Noncontrolling Interests | | — | | | | 485 | | | | — | | | | 1,557 | | | | 2,042 | |
Total Stockholders’ Equity | | 284,993 | | | | (60,747 | ) | | | 418,802 | | | | (226,123 | ) | | | 416,925 | |
Total Liabilities and Stockholders’ Equity | $ | 956,360 | | | $ | 28,993 | | | $ | 863,987 | | | $ | (857,944 | ) | | $ | 991,396 | |
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|
REX ENERGY CORPORATION AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
FOR THE THREE MONTHS ENDED JUNE 30, 2013 |
($ in Thousands) |
|
| Guarantor Subsidiaries | | | Non-Guarantor Subsidiaries | | | Rex Energy Corporation (Note Issuer) | | | Eliminations | | | Consolidated Balance | |
OPERATING REVENUE | | | | | | | | | | | | | | | | | | | |
Oil, Natural Gas and NGL Sales | $ | 51,444 | | | $ | — | | | $ | — | | | $ | — | | | $ | 51,444 | |
Field Services Revenue | | — | | | | 5,072 | | | | — | | | | (1,232 | ) | | | 3,840 | |
Other Revenue | | 76 | | | | — | | | | — | | | | — | | | | 76 | |
TOTAL OPERATING REVENUE | | 51,520 | | | | 5,072 | | | | — | | | | (1,232 | ) | | | 55,360 | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | |
Production and Lease Operating Expense | | 13,090 | | | | 2 | | | | — | | | | — | | | | 13,092 | |
General and Administrative Expense | | 5,970 | | | | 659 | | | | 1,153 | | | | — | | | | 7,782 | |
Loss on Disposal of Asset | | 1,502 | | | | — | | | | — | | | | — | | | | 1,502 | |
Impairment Expense | | 105 | | | | — | | | | — | | | | — | | | | 105 | |
Exploration Expense | | 2,225 | | | | — | | | | — | | | | — | | | | 2,225 | |
Depreciation, Depletion, Amortization and Accretion | | 12,645 | | | | 336 | | | | — | | | | (38 | ) | | | 12,943 | |
Field Services Operating Expense | | — | | | | 3,510 | | | | — | | | | (862 | ) | | | 2,648 | |
Other Operating Expense | | 447 | | | | — | | | | — | | | | — | | | | 447 | |
TOTAL OPERATING EXPENSES | | 35,984 | | | | 4,507 | | | | 1,153 | | | | (900 | ) | | | 40,744 | |
INCOME (LOSS) FROM OPERATIONS | | 15,536 | | | | 565 | | | | (1,153 | ) | | | (332 | ) | | | 14,616 | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | | | | | | | | |
Interest Expense | | (22 | ) | | | (28 | ) | | | (5,776 | ) | | | — | | | | (5,826 | ) |
Gain on Derivatives, Net | | 11,741 | | | | — | | | | — | | | | — | | | | 11,741 | |
Other Income (Expense) | | 2,235 | | | | — | | | | — | | | | (22 | ) | | | 2,213 | |
Loss From Equity Method Investments | | (183 | ) | | | — | | | | — | | | | — | | | | (183 | ) |
Income (Loss) From Equity in Consolidated Subsidiaries | | (11 | ) | | | 11 | | | | 17,697 | | | | (17,697 | ) | | | — | |
TOTAL OTHER INCOME (EXPENSE) | | 13,760 | | | | (17 | ) | | | 11,921 | | | | (17,719 | ) | | | 7,945 | |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX | | 29,296 | | | | 548 | | | | 10,768 | | | | (18,051 | ) | | | 22,561 | |
Income Tax (Expense) Benefit | | (11,964 | ) | | | (128 | ) | | | 2,972 | | | | — | | | | (9,120 | ) |
INCOME (LOSS) FROM CONTINUING OPERATIONS | | 17,332 | | | | 420 | | | | 13,740 | | | | (18,051 | ) | | | 13,441 | |
Income From Discontinued Operations, Net of Income Taxes | | — | | | | 520 | | | | — | | | | — | | | | 520 | |
NET INCOME (LOSS) | | 17,332 | | | | 940 | | | | 13,740 | | | | (18,051 | ) | | | 13,961 | |
Net Income Attributable to Noncontrolling Interests | | — | | | | 221 | | | | — | | | | — | | | | 221 | |
NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY | $ | 17,332 | | | $ | 719 | | | $ | 13,740 | | | $ | (18,051 | ) | | $ | 13,740 | |
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|
REX ENERGY CORPORATION AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS |
FOR THE SIX MONTHS ENDING JUNE 30, 2013 |
($ in Thousands) |
|
| Guarantor Subsidiaries | | | Non-Guarantor Subsidiaries | | | Rex Energy Corporation (Note Issuer) | | | Eliminations | | | Consolidated Balance | |
OPERATING REVENUE | | | | | | | | | | | | | | | | | | | |
Oil, Natural Gas and NGL Sales | $ | 92,384 | | | $ | — | | | $ | — | | | $ | — | | | $ | 92,384 | |
Field Services Revenue | | — | | | | 13,124 | | | | — | | | | (2,779 | ) | | | 10,345 | |
Other Revenue | | 100 | | | | — | | | | — | | | | — | | | | 100 | |
TOTAL OPERATING REVENUE | | 92,484 | | | | 13,124 | | | | — | | | | (2,779 | ) | | | 102,829 | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | |
Production and Lease Operating Expense | | 26,487 | | | | 5 | | | | — | | | | — | | | | 26,492 | |
General and Administrative Expense | | 12,033 | | | | 1,148 | | | | 2,453 | | | | (56 | ) | | | 15,578 | |
Loss on Disposal of Asset | | 1,493 | | | | — | | | | — | | | | — | | | | 1,493 | |
Impairment Expense | | 170 | | | | — | | | | — | | | | — | | | | 170 | |
Exploration Expense | | 4,269 | | | | — | | | | — | | | | — | | | | 4,269 | |
Depreciation, Depletion, Amortization and Accretion | | 23,559 | | | | 603 | | | | — | | | | (61 | ) | | | 24,101 | |
Field Services Operating Expense | | — | | | | 8,648 | | | | — | | | | (1,945 | ) | | | 6,703 | |
Other Operating Expense | | 891 | | | | — | | | | — | | | | — | | | | 891 | |
TOTAL OPERATING EXPENSES | | 68,902 | | | | 10,404 | | | | 2,453 | | | | (2,062 | ) | | | 79,697 | |
INCOME (LOSS) FROM OPERATIONS | | 23,582 | | | | 2,720 | | | | (2,453 | ) | | | (717 | ) | | | 23,132 | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | | | | | | | | |
Interest Expense | | (31 | ) | | | (40 | ) | | | (9,760 | ) | | | — | | | | (9,831 | ) |
Gain on Derivatives, Net | | 3,201 | | | | — | | | | — | | | | — | | | | 3,201 | |
Other Income (Expense) | | 2,129 | | | | — | | | | — | | | | (56 | ) | | | 2,073 | |
Loss From Equity Method Investments | | (361 | ) | | | — | | | | — | | | | — | | | | (361 | ) |
Income (Loss) From Equity in Consolidated Subsidiaries | | (22 | ) | | | 22 | | | | 17,856 | | | | (17,856 | ) | | | — | |
TOTAL OTHER INCOME (EXPENSE) | | 4,916 | | | | (18 | ) | | | 8,096 | | | | (17,912 | ) | | | (4,918 | ) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX | | 28,498 | | | | 2,702 | | | | 5,643 | | | | (18,629 | ) | | | 18,214 | |
Income Tax (Expense) Benefit | | (11,555 | ) | | | (822 | ) | | | 5,262 | | | | — | | | | (7,115 | ) |
INCOME (LOSS) FROM CONTINUING OPERATIONS | | 16,943 | | | | 1,880 | | | | 10,905 | | | | (18,629 | ) | | | 11,099 | |
Income From Discontinued Operations, Net of Income Taxes | | — | | | | 460 | | | | — | | | | — | | | | 460 | |
NET INCOME (LOSS) | | 16,943 | | | | 2,340 | | | | 10,905 | | | | (18,629 | ) | | | 11,559 | |
Net Income Attributable to Noncontrolling Interests | | — | | | | 654 | | | | — | | | | — | | | | 654 | |
NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY | $ | 16,943 | | | $ | 1,686 | | | $ | 10,905 | | | $ | (18,629 | ) | | $ | 10,905 | |
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REX ENERGY CORPORATION AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS |
FOR THE SIX MONTHS ENDING JUNE 30, 2013 |
($ in Thousands) |
|
| Guarantor Subsidiaries | | | Non-Guarantor Subsidiaries | | | Rex Energy Corporation (Note Issuer) | | | Eliminations | | | Consolidated Balance | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | | | | | | | | | |
Net Income (Loss) | $ | 16,943 | | | $ | 2,340 | | | $ | 10,905 | | | $ | (18,629 | ) | | $ | 11,559 | |
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities | | | | | | | | | | | | | | | | | | | |
Loss From Equity Method Investments | | 361 | | | | — | | | | — | | | | — | | | | 361 | |
Non-Cash Expenses | | 3 | | | | 50 | | | | 2,974 | | | | — | | | | 3,027 | |
Depreciation, Depletion, Amortization and Accretion | | 23,559 | | | | 603 | | | | — | | | | (61 | ) | | | 24,101 | |
Deferred Income Tax Expense (Benefit) | | 11,499 | | | | 1,135 | | | | (5,262 | ) | | | — | | | | 7,372 | |
Gain on Derivatives | | (3,201 | ) | | | — | | | | — | | | | — | | | | (3,201 | ) |
Cash Settlements of Derivatives | | 4,798 | | | | — | | | | — | | | | — | | | | 4,798 | |
Dry Hole Expense | | 485 | | | | — | | | | — | | | | — | | | | 485 | |
(Gain) Loss on Sale of Asset | | 1,493 | | | | (969 | ) | | | — | | | | — | | | | 524 | |
Impairment Expense | | 170 | | | | — | | | | — | | | | — | | | | 170 | |
Changes in operating assets and liabilities | | | | | | | | | | | | | | | | | | | |
Accounts Receivable | | 85,176 | | | | (3,089 | ) | | | (76,104 | ) | | | (4,009 | ) | | | 1,974 | |
Inventory, Prepaid Expenses and Other Assets | | 25 | | | | (6 | ) | | | 18 | | | | — | | | | 37 | |
Accounts Payable and Accrued Liabilities | | 8,503 | | | | 805 | | | | 1,480 | | | | (435 | ) | | | 10,353 | |
Other Assets and Liabilities | | (557 | ) | | | (5 | ) | | | — | | | | — | | | | (562 | ) |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | | 149,257 | | | | 864 | | | | (65,989 | ) | | | (23,134 | ) | | | 60,998 | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | | | | | | | | |
Intercompany loans to subsidiaries | | (6,704 | ) | | | 1,083 | | | | (16,679 | ) | | | 22,300 | | | | — | |
Proceeds from Joint Venture Acreage Management | | 107 | | | | — | | | | — | | | | — | | | | 107 | |
Contributions to Equity Method Investments | | — | | | | (2,207 | ) | | | — | | | | — | | | | (2,207 | ) |
Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets | | 498 | | | | 3,234 | | | | — | | | | — | | | | 3,732 | |
Acquisitions of Undeveloped Acreage | | (15,704 | ) | | | (2 | ) | | | — | | | | — | | | | (15,706 | ) |
Capital Expenditures for Development of Oil and Gas Properties and Equipment | | (122,834 | ) | | | (1,609 | ) | | | — | | | | 834 | | | | (123,609 | ) |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | | (144,637 | ) | | | 499 | | | | (16,679 | ) | | | 23,134 | | | | (137,683 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | | | | | | | | |
Proceeds from Long-Term Debt and Lines of Credit | | — | | | | 1,750 | | | | — | | | | — | | | | 1,750 | |
Repayments of Long-Term Debt and Lines of Credit | | — | | | | (876 | ) | | | — | | | | — | | | | (876 | ) |
Repayments of Loans and Other Notes Payable | | (543 | ) | | | (243 | ) | | | — | | | | — | | | | (786 | ) |
Proceeds from Senior Notes, net of Discounts and Premiums | | — | | | | — | | | | 105,000 | | | | — | | | | 105,000 | |
Debt Issuance Costs | | — | | | | — | | | | (2,894 | ) | | | — | | | | (2,894 | ) |
Proceeds from the Exercise of Stock Options | | — | | | | — | | | | 266 | | | | — | | | | 266 | |
Purchase of Non-Controlling Interests | | — | | | | (150 | ) | | | — | | | | — | | | | (150 | ) |
Distributions by the Partners of Consolidated Subsidiaries | | — | | | | (406 | ) | | | — | | | | — | | | | (406 | ) |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | | (543 | ) | | | 75 | | | | 102,372 | | | | — | | | | 101,904 | |
NET INCREASE IN CASH | | 4,077 | | | | 1,438 | | | | 19,704 | | | | — | | | | 25,219 | |
CASH – BEGINNING | | 4,227 | | | | 824 | | | | 38,924 | | | | — | | | | 43,975 | |
CASH - ENDING | $ | 8,304 | | | $ | 2,262 | | | $ | 58,628 | | | $ | — | | | $ | 69,194 | |
|