Condensed Consolidating Financial Information | 17. CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of June 30, 2015, we had $675.0 million of outstanding Senior Notes, as shown in Note 7, Long-Term Debt Rex Energy I, LLC Rex Energy Operating Corporation Rex Energy IV, LLC PennTex Resources Illinois, Inc. R.E. Gas Development, LLC The non-guarantor subsidiaries include certain consolidated subsidiaries, including Water Solutions, R.E. Disposal, LLC, Rex Energy Marketing, LLC and R.E. Ventures Holdings, LLC. We derive much of our business through and derive much of our income through our subsidiaries. Therefore, our ability to make required payments with respect to indebtedness and other obligations depends on the financial results and condition of our subsidiaries and our ability to receive funds from our subsidiaries. As of June 30, 2015, there were no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to us. There may be restrictions for certain non-guarantor subsidiaries. The following financial statements present condensed consolidating financial data for (i) Rex Energy Corporation, the issuer of the notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the Notes, and (iv) eliminations necessary to arrive at our consolidated financial statements, which include condensed consolidated balance sheets as of June 30, 2015 and December 31, 2014, the condensed consolidating statements of operations for each of the three and six-month periods ended June 30, 2015 and 2014, and the condensed consolidating statements of cash flows for each of the six-month periods ended June 30, 2015 and 2014. REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JUNE 30, 2015 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance ASSETS Current Assets Cash and Cash Equivalents $ 6,166 $ (58 ) $ 5 $ — $ 6,113 Accounts Receivable 29,655 60 148 — 29,863 Taxes Receivable — — 19 — 19 Short-Term Derivative Instruments 20,301 — 509 — 20,810 Assets Held for Sale — 53,921 — (8,587 ) 45,334 Inventory, Prepaid Expenses and Other 1,998 — 104 — 2,102 Total Current Assets 58,120 53,923 785 (8,587 ) 104,241 Property and Equipment (Successful Efforts Method) Evaluated Oil and Gas Properties 1,173,096 857 — (6,792 ) 1,167,161 Unevaluated Oil and Gas Properties 306,114 697 — — 306,811 Other Property and Equipment 46,196 895 — — 47,091 Wells and Facilities in Progress 122,886 259 — (747 ) 122,398 Pipelines 14,687 — — (1,898 ) 12,789 Total Property and Equipment 1,662,979 2,708 — (9,437 ) 1,656,250 Less: Accumulated Depreciation, Depletion and Amortization (489,744 ) (834 ) — 1,537 (489,041 ) Net Property and Equipment 1,173,235 1,874 — (7,900 ) 1,167,209 Deferred Financing Costs and Other Assets—Net 2,468 — 14,237 — 16,705 Long-Term Deferred Tax Asset — — 5,995 — 5,995 Intercompany Receivables — — 1,016,664 (1,016,664 ) — Investment in Subsidiaries – Net (1,907 ) — 249,084 (247,177 ) — Long-Term Derivative Instruments 8,146 — 226 — 8,372 Total Assets $ 1,240,062 $ 55,797 $ 1,286,991 $ (1,280,328 ) $ 1,302,522 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts Payable $ 36,530 $ 51 $ — $ (1,880 ) $ 34,701 Current Maturities of Long-Term Debt 725 — — — 725 Accrued Liabilities 34,912 229 11,295 — 46,436 Short-Term Derivative Instruments 1,990 — 212 — 2,202 Current Deferred Tax Liability — — 5,995 — 5,995 Liabilities Related to Assets Held for Sale — 32,002 — — 32,002 Total Current Liabilities 74,157 32,282 17,502 (1,880 ) 122,061 Long-Term Derivative Instruments 2,152 — 1,641 — 3,793 Senior Secured Line of Credit and Other Long-Term Debt 260 — 93,000 — 93,260 8.875% Senior Notes Due 2020 — — 350,000 — 350,000 6.25% Senior Notes Due 2022 — — 325,000 — 325,000 Premium on Senior Notes – Net — — 2,538 — 2,538 Other Deposits and Liabilities 3,634 — — — 3,634 Future Abandonment Cost 39,872 59 — — 39,931 Intercompany Payables 1,012,574 4,090 — (1,016,664 ) — Total Liabilities 1,132,649 36,431 789,681 (1,018,544 ) 940,217 Stockholders’ Equity Preferred Stock — — 1 — 1 Common Stock — — 54 — 54 Additional Paid-In Capital 177,144 13,874 622,305 (190,585 ) 622,738 Accumulated Earnings (Deficit) (69,731 ) (165 ) (125,050 ) (71,199 ) (266,145 ) Rex Energy Stockholders’ Equity 107,413 13,709 497,310 (261,784 ) 356,648 Noncontrolling Interests — 5,657 — — 5,657 Total Stockholders’ Equity 107,413 19,366 497,310 (261,784 ) 362,305 Total Liabilities and Stockholders’ Equity $ 1,240,062 $ 55,797 $ 1,286,991 $ (1,280,328 ) $ 1,302,522 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2015 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Oil, Natural Gas and NGL Sales $ 45,552 $ 209 $ — $ — $ 45,761 Other Revenue 11 — — — 11 TOTAL OPERATING REVENUE 45,563 209 — — 45,772 OPERATING EXPENSES Production and Lease Operating Expense 30,585 57 — — 30,642 General and Administrative Expense 6,494 17 1,969 — 8,480 Gain on Disposal of Asset (300 ) — — — (300 ) Impairment Expense 117,844 — — — 117,844 Exploration Expense 826 96 — (5 ) 917 Depreciation, Depletion, Amortization and Accretion 29,765 37 — (264 ) 29,538 Other Operating Income (70 ) — — — (70 ) TOTAL OPERATING EXPENSES 185,144 207 1,969 (269 ) 187,051 INCOME (LOSS) FROM OPERATIONS (139,581 ) 2 (1,969 ) 269 (141,279 ) OTHER INCOME (EXPENSE) Interest Expense (84 ) — (12,110 ) — (12,194 ) Gain (Loss) on Derivatives, Net 198 — (479 ) — (281 ) Other Income 65 — — — 65 Loss From Equity Method Investments (208 ) — — — (208 ) Income (Loss) From Equity in Consolidated Subsidiaries 3 (3 ) (138,226 ) 138,226 — TOTAL OTHER INCOME (EXPENSE) (26 ) (3 ) (150,815 ) 138,226 (12,618 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX (139,607 ) (1 ) (152,784 ) 138,495 (153,897 ) Income Tax Benefit 492 — 32 — 524 INCOME (LOSS) FROM CONTINUING OPERATIONS (139,115 ) (1 ) (152,752 ) 138,495 (153,373 ) Income From Discontinued Operations, Net of Income Tax — 2,822 — (1,252 ) 1,570 Net Income (Loss) (139,115 ) 2,821 (152,752 ) 137,243 (151,803 ) Net Income Attributable to Noncontrolling Interests of Discontinued Operations — 949 — — 949 NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY $ (139,115 ) $ 1,872 $ (152,752 ) $ 137,243 $ (152,752 ) Preferred Stock Dividends — — 2,415 — 2,415 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (139,115 ) $ 1,872 $ (155,167 ) $ 137,243 $ (155,167 ) REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2015 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Oil, Natural Gas and NGL Sales $ 99,552 $ 320 $ — $ — $ 99,872 Other Revenue 22 — — — 22 TOTAL OPERATING REVENUE 99,574 320 — — 99,894 OPERATING EXPENSES Production and Lease Operating Expense 59,599 95 — — 59,694 General and Administrative Expense 13,153 33 4,945 — 18,131 Gain on Disposal of Asset (235 ) — — — (235 ) Impairment Expense 124,856 11 — — 124,867 Exploration Expense 1,344 96 — (5 ) 1,435 Depreciation, Depletion, Amortization and Accretion 56,057 106 — (499 ) 55,664 Other Operating Expense 5,121 — — — 5,121 TOTAL OPERATING EXPENSES 259,895 341 4,945 (504 ) 264,677 INCOME (LOSS) FROM OPERATIONS (160,321 ) (21 ) (4,945 ) 504 (164,783 ) OTHER INCOME (EXPENSE) Interest Expense (142 ) — (24,069 ) — (24,211 ) Gain (Loss) on Derivatives, Net 17,054 — (216 ) — 16,838 Other Income 99 — — — 99 Loss From Equity Method Investments (411 ) — — — (411 ) Income (Loss) From Equity in Consolidated Subsidiaries (20 ) 20 (141,440 ) 141,440 — TOTAL OTHER INCOME (EXPENSE) 16,580 20 (165,725 ) 141,440 (7,685 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX (143,741 ) (1 ) (170,670 ) 141,944 (172,468 ) Income Tax Benefit 512 — 104 — 616 INCOME (LOSS) FROM CONTINUING OPERATIONS (143,229 ) (1 ) (170,566 ) 141,944 (171,852 ) Income From Discontinued Operations, Net of Income Tax — 4,784 — (1,252 ) 3,532 Net Income (Loss) (143,229 ) 4,783 (170,566 ) 140,692 (168,320 ) Net Income Attributable to Noncontrolling Interests of Discontinued Operations — 2,246 — — 2,246 NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY $ (143,229 ) $ 2,537 $ (170,566 ) $ 140,692 $ (170,566 ) Preferred Stock Dividends — — 4,830 — 4,830 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (143,229 ) $ 2,537 $ (175,396 ) $ 140,692 $ (175,396 ) REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDING JUNE 30, 2015 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (143,229 ) $ 4,783 $ (170,566 ) $ 140,692 $ (168,320 ) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities Loss From Equity Method Investments 411 — — — 411 Non-Cash Expenses (Income) (92 ) 100 5,876 — 5,884 Depreciation, Depletion, Amortization and Accretion 56,057 3,061 — (3,378 ) 55,740 (Gain) Loss on Derivatives (17,054 ) — 216 — (16,838 ) Cash Settlements of Derivatives 24,117 — 903 — 25,020 Dry Hole Expense 198 96 — (5 ) 289 Gain on Sale of Asset (235 ) (42 ) — — (277 ) Impairment Expense 124,856 11 — — 124,867 Changes in operating assets and liabilities Accounts Receivable 18,987 (1,707 ) 328 (657 ) 16,951 Inventory, Prepaid Expenses and Other Assets 1,376 (278 ) (74 ) — 1,024 Accounts Payable and Accrued Liabilities (21,251 ) (2,492 ) (898 ) 657 (23,984 ) Other Assets and Liabilities (915 ) (73 ) 27 — (961 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 43,226 3,459 (164,188 ) 137,309 19,806 CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loans to subsidiaries 65,125 (3,184 ) 76,592 (138,533 ) — Proceeds from Joint Venture Acreage Management 43 — — — 43 Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 3,979 554 — — 4,533 Proceeds from Joint Venture 16,611 — — — 16,611 Acquisitions of Undeveloped Acreage (21,109 ) (5 ) — — (21,114 ) Capital Expenditures for Development of Oil and Gas Properties and Equipment (119,054 ) (7,815 ) — 1,224 (125,645 ) NET CASH USED IN INVESTING ACTIVITIES (54,405 ) (10,450 ) 76,592 (137,309 ) (125,572 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt and Lines of Credit — 33,960 124,000 — 157,960 Repayments of Long-Term Debt and Lines of Credit — (25,443 ) (31,000 ) — (56,443 ) Repayments of Loans and Other Long-Term Debt (633 ) (520 ) — — (1,153 ) Debt Issuance Costs — (3 ) (569 ) — (572 ) Dividends Paid — — (4,830 ) — (4,830 ) Distributions by the Partners of Consolidated Subsidiaries — (830 ) — — (830 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (633 ) 7,164 87,601 — 94,132 NET INCREASE (DECREASE) IN CASH (11,812 ) 173 5 — (11,634 ) CASH – BEGINNING 17,978 118 — — 18,096 CASH - ENDING $ 6,166 $ 291 $ 5 $ — $ 6,462 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2014 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance ASSETS Current Assets Cash and Cash Equivalents $ 17,978 $ — $ — $ — $ 17,978 Accounts Receivable 43,726 210 — — 43,936 Taxes Receivable — — 504 — 504 Short-Term Derivative Instruments 29,265 — — — 29,265 Assets Held for Sale — 36,794 — (2,537 ) 34,257 Inventory, Prepaid Expenses and Other 3,374 — 29 — 3,403 Total Current Assets 94,343 37,004 533 (2,537 ) 129,343 Property and Equipment (Successful Efforts Method) Evaluated Oil and Gas Properties 1,084,332 467 — (5,760 ) 1,079,039 Unevaluated Oil and Gas Properties 321,708 705 — — 322,413 Other Property and Equipment 45,466 895 — — 46,361 Wells and Facilities in Progress 127,759 456 — (560 ) 127,655 Pipelines 17,555 — — (1,898 ) 15,657 Total Property and Equipment 1,596,820 2,523 — (8,218 ) 1,591,125 Less: Accumulated Depreciation, Depletion and Amortization (367,224 ) (730 ) — 1,037 (366,917 ) Net Property and Equipment 1,229,596 1,793 — (7,181 ) 1,224,208 Deferred Financing Costs and Other Assets—Net 2,421 — 14,649 — 17,070 Equity Method Investments 17,895 — — — 17,895 Long-Term Deferred Tax Asset — — 8,301 — 8,301 Intercompany Receivables — — 951,025 (951,025 ) — Investment in Subsidiaries – Net 4,161 1,541 258,448 (264,150 ) — Long-Term Derivative Instruments 4,904 — — — 4,904 Total Assets $ 1,353,320 $ 40,338 $ 1,232,956 $ (1,224,893 ) $ 1,401,721 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts Payable $ 55,877 $ — $ — $ (2,537 ) $ 53,340 Current Maturities of Long-Term Debt 1,176 — — — 1,176 Accrued Liabilities 46,783 571 12,124 — 59,478 Short-Term Derivative Instruments 421 — — — 421 Current Deferred Tax Liability — — 8,301 — 8,301 Liabilities Related to Assets Held for Sale — 25,115 — — 25,115 Total Current Liabilities 104,257 25,686 20,425 (2,537 ) 147,831 Long-Term Derivative Instruments 2,377 — — — 2,377 Senior Secured Line of Credit and Other Long-Term Debt 251 — — — 251 8.875% Senior Notes Due 2020 — — 350,000 — 350,000 6.25% Senior Notes Due 2022 — — 325,000 — 325,000 Premium (Discount) on Senior Notes – Net — — 2,725 — 2,725 Other Deposits and Liabilities 4,018 — — — 4,018 Future Abandonment Cost 38,097 49 — — 38,146 Intercompany Payables 947,114 3,911 — (951,025 ) — Total Liabilities 1,096,114 29,646 698,150 (953,562 ) 870,348 Stockholders’ Equity Preferred Stock — — 1 — 1 Common Stock — — 54 — 54 Additional Paid-In Capital 177,144 79,743 617,826 (256,887 ) 617,826 Accumulated Earnings (Deficit) 80,062 (69,253 ) (83,075 ) (18,483 ) (90,749 ) Rex Energy Stockholders’ Equity 257,206 10,490 534,806 (275,370 ) 527,132 Noncontrolling Interests — 202 — 4,039 4,241 Total Stockholders’ Equity 257,206 10,692 534,806 (271,331 ) 531,373 Total Liabilities and Stockholders’ Equity $ 1,353,320 $ 40,338 $ 1,232,956 $ (1,224,893 ) $ 1,401,721 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2014 ($ in Thousands) 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 Other Revenue 30 — — — 30 TOTAL OPERATING REVENUE 72,933 — — — 72,933 OPERATING EXPENSES Production and Lease Operating Expense 21,630 3 — — 21,633 General and Administrative Expense 7,221 25 1,083 — 8,329 Loss on Disposal of Asset 223 (1 ) — — 222 Impairment Expense 16 — — — 16 Exploration Expense 1,364 3 — — 1,367 Depreciation, Depletion, Amortization and Accretion 20,454 61 — (159 ) 20,356 Other Operating Expense (56 ) — — — (56 ) TOTAL OPERATING EXPENSES 50,852 91 1,083 (159 ) 51,867 INCOME (LOSS) FROM OPERATIONS 22,081 (91 ) (1,083 ) 159 21,066 OTHER INCOME (EXPENSE) Interest Expense (16 ) — (7,341 ) — (7,357 ) Gain (Loss) on Derivatives, Net (645 ) — 394 — (251 ) Other Expense 55 — — (1 ) 54 Loss From Equity Method Investments (208 ) — — — (208 ) Income (Loss) From Equity in Consolidated Subsidiaries (56 ) 56 12,410 (12,410 ) — TOTAL OTHER INCOME (EXPENSE) (870 ) 56 5,463 (12,411 ) (7,762 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX 21,211 (35 ) 4,380 (12,252 ) 13,304 Income Tax (Expense) Benefit (9,051 ) (306 ) 3,697 — (5,660 ) INCOME (LOSS) FROM CONTINUING OPERATIONS 12,160 (341 ) 8,077 (12,252 ) 7,644 Loss From Discontinued Operations, Net of Income Tax — 1,920 — (609 ) 1,311 Net Income (Loss) 12,160 1,579 8,077 (12,861 ) 8,955 Net Income Attributable to Noncontrolling Interests of Discontinued Operations — 877 — — 877 NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY $ 12,160 $ 702 $ 8,077 $ (12,861 ) $ 8,078 Preferred Stock Dividends — — — — — NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 12,160 $ 702 $ 8,077 $ (12,861 ) $ 8,078 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2014 ($ in Thousands) 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 Other Revenue 74 — — — 74 TOTAL OPERATING REVENUE 154,276 — — — 154,276 OPERATING EXPENSES Production and Lease Operating Expense 41,660 6 — — 41,666 General and Administrative Expense 15,101 48 2,742 — 17,891 Loss on Disposal of Asset 294 — — — 294 Impairment Expense 41 — — — 41 Exploration Expense 3,424 3 — — 3,427 Depreciation, Depletion, Amortization and Accretion 40,277 72 — (270 ) 40,079 Other Operating Expense 27 — — — 27 TOTAL OPERATING EXPENSES 100,824 129 2,742 (270 ) 103,425 INCOME (LOSS) FROM OPERATIONS 53,452 (129 ) (2,742 ) 270 50,851 OTHER INCOME (EXPENSE) Interest Expense (30 ) — (14,260 ) — (14,290 ) Gain (Loss) on Derivatives, Net (11,084 ) — 1,083 — (10,001 ) Other Income 18 — — (1 ) 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) (11,585 ) 81 12,800 (25,978 ) (24,682 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX 41,867 (48 ) 10,058 (25,708 ) 26,169 Income Tax (Expense) Benefit (15,689 ) (968 ) 6,887 — (9,770 ) INCOME FROM CONTINUING OPERATIONS 26,178 (1,016 ) 16,945 (25,708 ) 16,399 Income From Discontinued Operations, Net of Income Taxes — 5,761 — (2,768 ) 2,993 NET INCOME 26,178 4,745 16,945 (28,476 ) 19,392 Net Income Attributable to Noncontrolling Interests — 2,446 — — 2,446 NET INCOME ATTRIBUTABLE TO REX ENERGY $ 26,178 $ 2,299 $ 16,945 $ (28,476 ) $ 16,946 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDING JUNE 30, 2014 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 26,178 $ 4,745 $ 16,945 $ (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 (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 Gain 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 96,489 2,625 16,203 (28,746 ) 86,571 CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loans to subsidiaries 131,375 (4 ) (157,351 ) 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 USED IN INVESTING ACTIVITIES (91,589 ) (5,237 ) (157,351 ) 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 Notes Payable (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 |