Condensed Consolidating Financial Information | 17. CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of September 30, 2015, we had an aggregate of $675.0 million of outstanding Senior Notes, as shown in Note 7, Long-Term Debt Rex Energy I, LLC Rex Energy Operating Corporation Rex Energy IV, LLC PennTex Resources Illinois, Inc. R.E. Gas Development, LLC The non-guarantor subsidiaries include certain consolidated subsidiaries, including Water Solutions, R.E. Disposal, LLC, Rex Energy Marketing, LLC and R.E. Ventures Holdings, LLC. We derive much of our business through and derive much of our income through our subsidiaries. Therefore, our ability to make required payments with respect to indebtedness and other obligations depends on the financial results and condition of our subsidiaries and our ability to receive funds from our subsidiaries. As of September 30, 2015, there were no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to us. There may be restrictions for certain non-guarantor subsidiaries. The following financial statements present condensed consolidating financial data for (i) Rex Energy Corporation, the issuer of the notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the Notes, and (iv) eliminations necessary to arrive at our consolidated financial statements, which include condensed consolidated balance sheets as of September 30, 2015 and December 31, 2014, the condensed consolidating statements of operations for each of the three and nine-month periods ended September 30, 2015 and 2014, and the condensed consolidating statements of cash flows for each of the nine-month periods ended September 30, 2015 and 2014. REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30, 2015 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance ASSETS Current Assets Cash and Cash Equivalents $ 3,145 $ — $ 5 $ — $ 3,150 Accounts Receivable 29,054 37 47 — 29,138 Taxes Receivable — — 19 — 19 Short-Term Derivative Instruments 29,194 — — — 29,194 Inventory, Prepaid Expenses and Other 2,031 — 138 — 2,169 Total Current Assets 63,424 37 209 — 63,670 Property and Equipment (Successful Efforts Method) Evaluated Oil and Gas Properties 1,208,437 771 — (6,952 ) 1,202,256 Unevaluated Oil and Gas Properties 288,800 — — — 288,800 Other Property and Equipment 45,035 895 — — 45,930 Wells and Facilities in Progress 125,207 234 — (288 ) 125,153 Pipelines 16,412 — — (2,137 ) 14,275 Total Property and Equipment 1,683,891 1,900 — (9,377 ) 1,676,414 Less: Accumulated Depreciation, Depletion and Amortization (633,955 ) (860 ) — 2,838 (631,977 ) Net Property and Equipment 1,049,936 1,040 — (6,539 ) 1,044,437 Deferred Financing Costs and Other Assets—Net 2,490 — 13,781 — 16,271 Long-Term Deferred Tax Asset — — 10,648 — 10,648 Intercompany Receivables — — 1,043,565 (1,043,565 ) — Investment in Subsidiaries – Net (1,907 ) — 243,331 (241,424 ) — Long-Term Derivative Instruments 11,749 — — — 11,749 Total Assets $ 1,125,692 $ 1,077 $ 1,311,534 $ (1,291,528 ) $ 1,146,775 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts Payable $ 29,551 $ — $ — $ — $ 29,551 Current Maturities of Long-Term Debt 668 — — — 668 Accrued Liabilities 35,471 152 16,341 — 51,964 Short-Term Derivative Instruments 763 — — — 763 Current Deferred Tax Liability — — 10,648 — 10,648 Total Current Liabilities 66,453 152 26,989 — 93,594 Long-Term Derivative Instruments 3,425 — — — 3,425 Senior Secured Line of Credit and Other Long-Term Debt 132 — 69,000 — 69,132 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 — — 2,442 — 2,442 Other Deposits and Liabilities 3,372 — — — 3,372 Future Abandonment Cost 40,685 60 — — 40,745 Intercompany Payables 1,043,090 475 — (1,043,565 ) — Total Liabilities 1,157,157 687 773,431 (1,043,565 ) 887,710 Stockholders’ Equity Preferred Stock — — 1 — 1 Common Stock — — 54 — 54 Additional Paid-In Capital 177,144 — 618,164 (173,063 ) 622,245 Accumulated Earnings (Deficit) (208,609 ) 390 (80,116 ) (74,900 ) (363,235 ) Total Stockholders’ Equity (31,465 ) 390 538,103 (247,963 ) 259,065 Total Liabilities and Stockholders’ Equity $ 1,125,692 $ 1,077 $ 1,311,534 $ (1,291,528 ) $ 1,146,775 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 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 $ 37,429 $ 136 $ — $ — $ 37,565 Other Revenue 8 — — — 8 TOTAL OPERATING REVENUE 37,437 136 — — 37,573 OPERATING EXPENSES Production and Lease Operating Expense 30,565 51 — — 30,616 General and Administrative Expense 5,434 12 (70 ) — 5,376 Gain on Disposal of Asset (230 ) — — — (230 ) Impairment Expense 139,837 1,003 — (1,030 ) 139,810 Exploration Expense 628 179 — — 807 Depreciation, Depletion, Amortization and Accretion 27,370 27 — (273 ) 27,124 Other Operating Income 183 — — — 183 TOTAL OPERATING EXPENSES 203,787 1,272 (70 ) (1,303 ) 203,686 INCOME (LOSS) FROM OPERATIONS (166,350 ) (1,136 ) 70 1,303 (166,113 ) OTHER INCOME (EXPENSE) Interest Expense (53 ) — (11,833 ) — (11,886 ) Gain on Derivatives, Net 27,499 — 1,150 — 28,649 Other Income 20 — — — 20 Loss From Equity Method Investments — — — — — Income (Loss) From Equity in Consolidated Subsidiaries (1,063 ) 1,063 (86,517 ) 86,517 — TOTAL OTHER INCOME (EXPENSE) 26,403 1,063 (97,200 ) 86,517 16,783 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX (139,947 ) (73 ) (97,130 ) 87,820 (149,330 ) Income Tax Benefit 17,510 74 2,453 — 20,037 INCOME (LOSS) FROM CONTINUING OPERATIONS (122,437 ) 1 (94,677 ) 87,820 (129,293 ) Income From Discontinued Operations, Net of Income Tax — 34,557 — 60 34,617 Net Income (Loss) (122,437 ) 34,558 (94,677 ) 87,880 (94,676 ) Net Income Attributable to Noncontrolling Interests of Discontinued Operations — (1 ) — — (1 ) NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY $ (122,437 ) $ 34,559 $ (94,677 ) $ 87,880 $ (94,675 ) Preferred Stock Dividends — — 2,415 — 2,415 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (122,437 ) $ 34,559 $ (97,092 ) $ 87,880 $ (97,090 ) REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 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 $ 136,981 $ 456 $ — $ — $ 137,437 Other Revenue 30 — — — 30 TOTAL OPERATING REVENUE 137,011 456 — — 137,467 OPERATING EXPENSES Production and Lease Operating Expense 90,164 146 — — 90,310 General and Administrative Expense 18,587 45 4,875 — 23,507 Gain on Disposal of Asset (465 ) — — — (465 ) Impairment Expense 264,693 1,014 — (1,030 ) 264,677 Exploration Expense 1,972 275 — (5 ) 2,242 Depreciation, Depletion, Amortization and Accretion 83,427 133 — (772 ) 82,788 Other Operating Expense 5,304 — — — 5,304 TOTAL OPERATING EXPENSES 463,682 1,613 4,875 (1,807 ) 468,363 INCOME (LOSS) FROM OPERATIONS (326,671 ) (1,157 ) (4,875 ) 1,807 (330,896 ) OTHER INCOME (EXPENSE) Interest Expense (195 ) — (35,902 ) — (36,097 ) Gain on Derivatives, Net 44,553 — 934 — 45,487 Other Income 119 — — — 119 Loss From Equity Method Investments (411 ) — — — (411 ) Income (Loss) From Equity in Consolidated Subsidiaries (1,083 ) 1,083 (227,955 ) 227,955 — TOTAL OTHER INCOME (EXPENSE) 42,983 1,083 (262,923 ) 227,955 9,098 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX (283,688 ) (74 ) (267,798 ) 229,762 (321,798 ) Income Tax Benefit 18,022 74 2,557 — 20,653 INCOME (LOSS) FROM CONTINUING OPERATIONS (265,666 ) — (265,241 ) 229,762 (301,145 ) Income (Loss) From Discontinued Operations, Net of Income Tax — 39,341 — (1,192 ) 38,149 Net Income (Loss) (265,666 ) 39,341 (265,241 ) 228,570 (262,996 ) Net Income (Loss) Attributable to Noncontrolling Interests of Discontinued Operations — 2,245 — — 2,245 NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY $ (265,666 ) $ 37,096 $ (265,241 ) $ 228,570 $ (265,241 ) Preferred Stock Dividends — — 7,245 — 7,245 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (265,666 ) $ 37,096 $ (272,486 ) $ 228,570 $ (272,486 ) REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDING SEPTEMBER 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) $ (265,666 ) $ 39,341 $ (265,241 ) $ 228,570 $ (262,996 ) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities Loss From Equity Method Investments 411 — — — 411 Non-Cash Expenses (Income) (120 ) (334 ) 6,145 — 5,691 Depreciation, Depletion, Amortization and Accretion 83,427 3,205 — (3,766 ) 82,866 (Gain) on Derivatives (44,553 ) — (934 ) — (45,487 ) Cash Settlements of Derivatives 39,168 — 934 — 40,102 Dry Hole Expense 199 275 — (6 ) 468 Gain on Sale of Asset (465 ) (44 ) — — (509 ) Gain on Sale of Water Solutions — — (57,014 ) — (57,014 ) Impairment Expense 264,693 1,014 — (1,030 ) 264,677 Changes in operating assets and liabilities Accounts Receivable 14,602 (478 ) 429 (2,538 ) 12,015 Inventory, Prepaid Expenses and Other Assets 1,342 (142 ) (108 ) — 1,092 Accounts Payable and Accrued Liabilities (27,935 ) (4,816 ) 4,110 2,538 (26,103 ) Other Assets and Liabilities (1,748 ) (73 ) 27 — (1,794 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 63,355 37,948 (311,652 ) 223,768 13,419 CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loans to subsidiaries 79,071 (38,532 ) 184,393 (224,932 ) — Proceeds from Joint Venture Acreage Management 54 — — — 54 Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 9,557 559 66,135 — 76,251 Proceeds from Joint Venture 16,611 — — — 16,611 Acquisitions of Undeveloped Acreage (26,232 ) (279 ) — — (26,511 ) Capital Expenditures for Development of Oil and Gas Properties and Equipment (156,432 ) (7,939 ) — 1,164 (163,207 ) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (77,371 ) (46,191 ) 250,528 (223,768 ) (96,802 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt and Lines of Credit — 35,813 151,000 — 186,813 Repayments of Long-Term Debt and Lines of Credit — (26,335 ) (82,000 ) — (108,335 ) Repayments of Loans and Other Long-Term Debt (817 ) (520 ) — — (1,337 ) Debt Issuance Costs — (3 ) (626 ) — (629 ) Dividends Paid — — (7,245 ) — (7,245 ) Distributions by the Partners of Consolidated Subsidiaries — (830 ) — — (830 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (817 ) 8,125 61,129 — 68,437 NET INCREASE (DECREASE) IN CASH (14,833 ) (118 ) 5 — (14,946 ) CASH – BEGINNING 17,978 118 — — 18,096 CASH - ENDING $ 3,145 $ — $ 5 $ — $ 3,150 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 SEPTEMBER 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 $ 73,343 $ 105 $ — $ — $ 73,448 Other Revenue 18 — — — 18 TOTAL OPERATING REVENUE 73,361 105 — — 73,466 OPERATING EXPENSES Production and Lease Operating Expense 27,670 4 — — 27,674 General and Administrative Expense 7,709 24 1,555 — 9,288 Loss on Disposal of Asset 174 — — — 174 Impairment Expense — — — — — Exploration Expense 1,452 10 — — 1,462 Depreciation, Depletion, Amortization and Accretion 26,536 36 — (197 ) 26,375 Other Operating Expense (24 ) — — — (24 ) TOTAL OPERATING EXPENSES 63,517 74 1,555 (197 ) 64,949 INCOME (LOSS) FROM OPERATIONS 9,844 31 (1,555 ) 197 8,517 OTHER INCOME (EXPENSE) Interest Expense (56 ) — (10,890 ) — (10,946 ) Gain (Loss) on Derivatives, Net 12,316 — — — 12,316 Other Expense 3 — — — 3 Loss From Equity Method Investments (202 ) — — — (202 ) Income (Loss) From Equity in Consolidated Subsidiaries 18 (18 ) 12,840 (12,840 ) — TOTAL OTHER INCOME (EXPENSE) 12,079 (18 ) 1,950 (12,840 ) 1,171 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX 21,923 13 395 (12,643 ) 9,688 Income Tax (Expense) Benefit (8,853 ) (515 ) 5,299 — (4,069 ) INCOME (LOSS) FROM CONTINUING OPERATIONS 13,070 (502 ) 5,694 (12,643 ) 5,619 Loss From Discontinued Operations, Net of Income Tax — 1,836 — (866 ) 970 Net Income (Loss) 13,070 1,334 5,694 (13,509 ) 6,589 Net Income Attributable to Noncontrolling Interests of Discontinued Operations — 895 — — 895 NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY $ 13,070 $ 439 $ 5,694 $ (13,509 ) $ 5,694 Preferred Stock Dividends — — — — — NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 13,070 $ 439 $ 5,694 $ (13,509 ) $ 5,694 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 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 $ 227,547 $ 103 $ — $ — $ 227,650 Other Revenue 92 — — — 92 TOTAL OPERATING REVENUE 227,639 103 — — 227,742 OPERATING EXPENSES Production and Lease Operating Expense 69,328 10 — — 69,338 General and Administrative Expense 22,811 72 4,296 — 27,179 Loss on Disposal of Asset 468 — — — 468 Impairment Expense 41 — — — 41 Exploration Expense 4,877 13 — — 4,890 Depreciation, Depletion, Amortization and Accretion 66,812 109 — (467 ) 66,454 Other Operating Expense 3 — — — 3 TOTAL OPERATING EXPENSES 164,340 204 4,296 (467 ) 168,373 INCOME (LOSS) FROM OPERATIONS 63,299 (101 ) (4,296 ) 467 59,369 OTHER INCOME (EXPENSE) Interest Expense (86 ) — (25,150 ) — (25,236 ) Gain on Derivatives, Net 1,232 — 1,083 — 2,315 Other Income 20 — — — 20 Loss From Equity Method Investments (610 ) — — — (610 ) Income (Loss) From Equity in Consolidated Subsidiaries (65 ) 65 39,667 (39,667 ) — TOTAL OTHER INCOME (EXPENSE) 491 65 15,600 (39,667 ) (23,511 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX 63,790 (36 ) 11,304 (39,200 ) 35,858 Income Tax (Expense) Benefit (22,964 ) (2,214 ) 11,339 — (13,839 ) INCOME (LOSS) FROM CONTINUING OPERATIONS 40,826 (2,250 ) 22,643 (39,200 ) 22,019 Income (Loss) From Discontinued Operations, Net of Income Taxes — 7,597 — (3,634 ) 3,963 NET INCOME (LOSS) 40,826 5,347 22,643 (42,834 ) 25,982 Net Income Attributable to Noncontrolling Interests — 3,340 — — 3,340 NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY $ 40,826 $ 2,007 $ 22,643 $ (42,834 ) $ 22,642 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDING SEPTEMBER 30, 2014 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ 40,826 $ 5,347 $ 22,643 $ (42,834 ) $ 25,982 Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities Loss From Equity Method Investments 610 — — — 610 Non-Cash Expenses (203 ) 233 5,116 — 5,146 Depreciation, Depletion, Amortization and Accretion 66,812 2,671 — (469 ) 69,014 Deferred Income Tax Expense (Benefit) 22,964 2,967 (11,339 ) — 14,592 Gain on Derivatives (1,232 ) — (1,083 ) — (2,315 ) Cash Settlements of Derivatives (4,209 ) — 878 — (3,331 ) Dry Hole Expense 237 — — — 237 (Gain) Loss on Sale of Asset 469 (84 ) — — 385 Impairment Expense 41 — — — 41 Changes in operating assets and liabilities Accounts Receivable (9,510 ) (3,455 ) 4,685 (1,574 ) (9,854 ) Inventory, Prepaid Expenses and Other Assets (812 ) (209 ) (17 ) — (1,038 ) Accounts Payable and Accrued Liabilities 22,975 (1,007 ) 12,518 1,574 36,060 Other Assets and Liabilities (1,942 ) (24 ) — — (1,966 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 137,026 6,439 33,401 (43,303 ) 133,563 CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loans to subsidiaries 408,192 248 (448,109 ) 39,669 — Proceeds from Joint Venture Acreage Management 210 — — — 210 Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 248 164 — — 412 Acquisitions of Undeveloped Acreage (152,765 ) (863 ) — — (153,628 ) Capital Expenditures for Development of Oil and Gas Properties and Equipment (305,672 ) (8,315 ) — 3,634 (310,353 ) NET CASH USED IN INVESTING ACTIVITIES (49,787 ) (8,766 ) (448,109 ) 43,303 (463,359 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt and Lines of Credit — 22,041 171,000 — 193,041 Repayments of Long-Term Debt and Lines of Credit — (18,146 ) (230,000 ) — (248,146 ) Repayments of Loans and Other Notes Payable (1,323 ) (675 ) — — (1,998 ) Proceeds from Senior Notes, Net of Discounts and Premiums — — 325,000 — 325,000 Debt Issuance Costs — (7 ) (6,724 ) — (6,731 ) Proceeds from the Issuance of Preferred Stock, Net — — 155,011 — 155,011 Proceeds from Exercise of Stock Options — — 421 — 421 Distributions by the Partners of Consolidated Subsidiaries — (1,080 ) — — (1,080 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (1,323 ) 2,133 414,708 — 415,518 NET INCREASE IN CASH 85,916 (194 ) — — 85,722 CASH – BEGINNING 1,386 509 5 — 1,900 CASH - ENDING $ 87,302 $ 315 $ 5 $ — $ 87,622 |