Condensed Consolidating Financial Information | 17. CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of March 31, 2016, we had an aggregate of $675.0 million of outstanding Senior Notes, as shown in Note 7, Long-Term Debt Rex Energy I, LLC Rex Energy Operating Corporation Rex Energy IV, LLC PennTex Resources Illinois, Inc. R.E. Gas Development, LLC The non-guarantor subsidiaries include certain consolidated subsidiaries, including Water Solutions, R.E. Disposal, LLC, Rex Energy Marketing, LLC and R.E. Ventures Holdings, LLC. We derive much of our business through and derive much of our income through our subsidiaries. Therefore, our ability to make required payments with respect to indebtedness and other obligations depends on the financial results and condition of our subsidiaries and our ability to receive funds from our subsidiaries. As of March 31, 2016, there were no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to us. There may be restrictions for certain non-guarantor subsidiaries. The following financial statements present condensed consolidating financial data for (i) Rex Energy Corporation, the issuer of the notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the Notes, and (iv) eliminations necessary to arrive at our consolidated financial statements, which include condensed consolidated balance sheets as of March 31, 2016 and December 31, 2015, the condensed consolidating statements of operations for each of the three-month periods ended March 31, 2016 and 2015, and the condensed consolidating statements of cash flows for each of the three-month periods ended March 31, 2016 and 2015. REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2016 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance ASSETS Current Assets Cash and Cash Equivalents $ 24,888 $ — $ 3 $ — $ 24,891 Accounts Receivable 24,252 16 47 — 24,315 Taxes Receivable — — 18 — 18 Short-Term Derivative Instruments 29,012 — — — 29,012 Inventory, Prepaid Expenses and Other 3,156 — 12 — 3,168 Total Current Assets 81,308 16 80 — 81,404 Property and Equipment (Successful Efforts Method) Evaluated Oil and Gas Properties 1,300,678 801 — 1,301,479 Unevaluated Oil and Gas Properties 257,697 — — — 257,697 Other Property and Equipment 40,133 895 — — 41,028 Wells and Facilities in Progress 75,269 245 — — 75,514 Pipelines 16,780 — — — 16,780 Total Property and Equipment 1,690,557 1,941 — — 1,692,498 Less: Accumulated Depreciation, Depletion and Amortization (720,100 ) (898 ) — — (720,998 ) Net Property and Equipment 970,457 1,043 — — 971,500 Other Assets 2,489 — — — 2,489 Intercompany Receivables — — 1,095,371 (1,095,371 ) — Investment in Subsidiaries – Net (2,388 ) — (127,974 ) 130,362 — Long-Term Derivative Instruments 8,460 — — — 8,460 Total Assets $ 1,060,326 $ 1,059 $ 967,477 $ (965,009 ) $ 1,063,853 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts Payable $ 42,818 $ — $ — $ — $ 42,818 Current Maturities of Long-Term Debt 434 — 9,500 — 9,934 Accrued Liabilities 32,709 20 11,567 44,296 Short-Term Derivative Instruments 3,758 — — — 3,758 Total Current Liabilities 79,719 20 21,067 — 100,806 Long-Term Derivative Instruments 6,908 — — — 6,908 Senior Secured Line of Credit and Other Long-Term Debt, Net of Issuance Costs — — 143,294 — 143,294 Senior Notes, Net of Issuance Costs — — 657,511 — 657,511 Premium on Senior Notes – Net — — 2,245 — 2,245 Other Deposits and Liabilities 3,140 — — — 3,140 Future Abandonment Cost 42,964 448 — — 43,412 Intercompany Payables 1,090,818 4,553 — (1,095,371 ) — Total Liabilities 1,223,549 5,021 824,117 (1,095,371 ) 957,316 Stockholders’ Equity Preferred Stock — — 1 — 1 Common Stock — — 63 — 63 Additional Paid-In Capital 177,144 — 630,301 (177,144 ) 630,301 Accumulated Earnings (Deficit) (340,367 ) (3,962 ) (487,005 ) 307,506 (523,828 ) Total Stockholders’ Equity (163,223 ) (3,962 ) 143,360 130,362 106,537 Total Liabilities and Stockholders’ Equity $ 1,060,326 $ 1,059 $ 967,477 $ (965,009 ) $ 1,063,853 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2016 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Oil, Natural Gas and NGL Sales $ 30,463 $ 31 $ — $ — $ 30,494 Other Revenue 13 — — — 13 TOTAL OPERATING REVENUE 30,476 31 — — 30,507 OPERATING EXPENSES Production and Lease Operating Expense 30,121 25 — — 30,146 General and Administrative Expense 6,068 9 (14 ) — 6,063 Gain on Disposal of Asset (30 ) — — — (30 ) Impairment Expense 14,184 — — — 14,184 Exploration Expense 993 — — — 993 Depreciation, Depletion, Amortization and Accretion 19,379 29 — — 19,408 Other Operating Income 329 — — — 329 TOTAL OPERATING EXPENSES 71,044 63 (14 ) — 71,093 INCOME (LOSS) FROM OPERATIONS (40,568 ) (32 ) 14 — (40,586 ) OTHER INCOME (EXPENSE) Interest Expense (273 ) — (12,759 ) — (13,032 ) Gain on Derivatives, Net 4,049 — — — 4,049 Debt Exchange Expense — — (8,480 ) — (8,480 ) Income (Loss) From Equity in Consolidated Subsidiaries (25 ) 25 (38,151 ) 38,151 — TOTAL OTHER INCOME (EXPENSE) 3,751 25 (59,390 ) 38,151 (17,463 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX (36,817 ) (7 ) (59,376 ) 38,151 (58,049 ) Income Tax Expense (1,326 ) (1 ) (765 ) — (2,092 ) NET INCOME (LOSS) (38,143 ) (8 ) (60,141 ) 38,151 (60,141 ) Preferred Stock Dividends — — 2,105 — 2,105 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (38,143 ) $ (8 ) $ (62,246 ) $ 38,151 $ (62,246 ) REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDING MARCH 31, 2016 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (38,143 ) $ (8 ) $ (60,141 ) $ 38,151 $ (60,141 ) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities Non-Cash Expenses (Income) (30 ) — 527 — 497 Depreciation, Depletion, Amortization and Accretion 19,379 29 — — 19,408 Gain on Derivatives (4,049 ) — — — (4,049 ) Cash Settlements of Derivatives 12,994 — — — 12,994 Dry Hole Expense 843 — — — 843 Gain on Sale of Asset (30 ) — — — (30 ) Deferred Income Tax Expense 1,326 1 765 — 2,092 Impairment Expense 14,184 — 14,184 (14,184 ) 14,184 Changes in operating assets and liabilities Accounts Receivable 15,852 10 (20,735 ) — (4,873 ) Inventory, Prepaid Expenses and Other Assets 648 — 12 — 660 Accounts Payable and Accrued Liabilities 1,922 21 (2,251 ) — (308 ) Other Assets and Liabilities (170 ) — — — (170 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 24,726 53 (67,639 ) 23,967 (18,893 ) CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loans to subsidiaries 27 (21 ) 23,961 (23,967 ) — Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 71 — — — 71 Proceeds from Joint Venture for Reimbursement of Capital Costs 19,461 — — — 19,461 Acquisitions of Undeveloped Acreage (5,266 ) — — — (5,266 ) Capital Expenditures for Development of Oil and Gas Properties and Equipment (15,036 ) (32 ) — — (15,068 ) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (743 ) (53 ) 23,961 (23,967 ) (802 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt and Lines of Credit — — 46,500 — 46,500 Repayments of Loans and Other Long-Term Debt (184 ) — — — (184 ) Debt Issuance Costs — — (2,821 ) — (2,821 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (184 ) — 43,679 — 43,495 NET INCREASE IN CASH 23,799 — 1 — 23,800 CASH – BEGINNING 1,089 — 2 — 1,091 CASH - ENDING $ 24,888 $ — $ 3 $ — $ 24,891 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2015 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance ASSETS Current Assets Cash and Cash Equivalents $ 1,089 $ — $ 2 $ — $ 1,091 Accounts Receivable 19,423 11 49 — 19,483 Taxes Receivable — — 18 — 18 Short-Term Derivative Instruments 34,260 — — — 34,260 Inventory, Prepaid Expenses and Other 3,804 — 25 — 3,829 Total Current Assets 58,576 11 94 — 58,681 Property and Equipment (Successful Efforts Method) Evaluated Oil and Gas Properties 1,245,626 774 — (6,970 ) 1,239,430 Unevaluated Oil and Gas Properties 262,992 — — — 262,992 Other Property and Equipment 39,217 895 — — 40,112 Wells and Facilities in Progress 144,587 239 — (270 ) 144,556 Pipelines 16,161 — — (2,137 ) 14,024 Total Property and Equipment 1,708,583 1,908 — (9,377 ) 1,701,114 Less: Accumulated Depreciation, Depletion and Amortization (702,537 ) (880 ) — 3,518 (699,899 ) Net Property and Equipment 1,006,046 1,028 — (5,859 ) 1,001,215 Deferred Financing Costs and Other Assets—Net 2,501 — — — 2,501 Intercompany Receivables — — 1,070,548 (1,070,548 ) — Investment in Subsidiaries – Net (1,907 ) — 243,331 (241,424 ) — Long-Term Derivative Instruments 9,534 — — — 9,534 Total Assets $ 1,074,750 $ 1,039 $ 1,313,973 $ (1,317,831 ) $ 1,071,931 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts Payable $ 37,874 $ — $ — $ — $ 37,874 Current Maturities of Long-Term Debt 590 — — — 590 Accrued Liabilities 32,601 — 11,725 — 44,326 Short-Term Derivative Instruments 2,486 — — — 2,486 Total Current Liabilities 73,551 — 11,725 — 85,276 Long-Term Derivative Instruments 5,556 — — — 5,556 Senior Secured Line of Credit and Other Long-Term Debt, Net of Issuance Costs 28 — 109,368 — 109,396 Senior Notes, Net of Issuance Costs — — 663,089 — 663,089 Premium on Senior Notes – Net — — 2,344 — 2,344 Other Deposits and Liabilities 3,156 — — — 3,156 Future Abandonment Cost 42,443 440 — — 42,883 Intercompany Payables 1,070,096 452 — (1,070,548 ) — Total Liabilities 1,194,830 892 786,526 (1,070,548 ) 911,700 Stockholders’ Equity Preferred Stock — — 1 — 1 Common Stock — — 54 — 54 Additional Paid-In Capital 177,143 — 619,777 (173,057 ) 623,863 Accumulated Earnings (Deficit) (297,223 ) 147 (92,385 ) (74,226 ) (463,687 ) Total Stockholders’ Equity (120,080 ) 147 527,447 (247,283 ) 160,231 Total Liabilities and Stockholders’ Equity $ 1,074,750 $ 1,039 $ 1,313,973 $ (1,317,831 ) $ 1,071,931 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2015 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Oil, Natural Gas and NGL Sales $ 54,000 $ 111 $ — $ — $ 54,111 Other Revenue 11 — — — 11 TOTAL OPERATING REVENUE 54,011 111 — — 54,122 OPERATING EXPENSES Production and Lease Operating Expense 29,014 38 — — 29,052 General and Administrative Expense 6,659 16 2,976 — 9,651 Loss on Disposal of Asset 65 — — — 65 Impairment Expense 7,012 11 — — 7,023 Exploration Expense 518 — — — 518 Depreciation, Depletion, Amortization and Accretion 26,292 69 — (235 ) 26,126 Other Operating Expense 5,191 — — — 5,191 TOTAL OPERATING EXPENSES 74,751 134 2,976 (235 ) 77,626 INCOME (LOSS) FROM OPERATIONS (20,740 ) (23 ) (2,976 ) 235 (23,504 ) OTHER INCOME (EXPENSE) Interest Expense (58 ) — (11,959 ) — (12,017 ) Gain on Derivatives, Net 16,856 — 263 — 17,119 Other Expense 34 — — — 34 Loss From Equity Method Investments (203 ) — — — (203 ) Income (Loss) From Equity in Consolidated Subsidiaries (23 ) 23 (3,214 ) 3,214 — TOTAL OTHER INCOME (EXPENSE) 16,606 23 (14,910 ) 3,214 4,933 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX (4,134 ) — (17,886 ) 3,449 (18,571 ) Income Tax Benefit 20 — 72 — 92 INCOME (LOSS) FROM CONTINUING OPERATIONS (4,114 ) — (17,814 ) 3,449 (18,479 ) Loss From Discontinued Operations, Net of Income Tax — 2,826 — (864 ) 1,962 Net Income (Loss) (4,114 ) 2,826 (17,814 ) 2,585 (16,517 ) Net Income Attributable to Noncontrolling Interests of Discontinued Operations — 1,297 — — 1,297 NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY $ (4,114 ) $ 1,529 $ (17,814 ) $ 2,585 $ (17,814 ) Preferred Stock Dividends — — 2,415 — 2,415 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (4,114 ) $ 1,529 $ (20,229 ) $ 2,585 $ (20,229 ) REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDING MARCH 31, 2015 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (4,114 ) $ 2,826 $ (17,814 ) $ 2,585 $ (16,517 ) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities Loss From Equity Method Investments 203 — — — 203 Non-Cash Expenses (70 ) 44 3,403 — 3,377 Depreciation, Depletion, Amortization and Accretion 26,292 1,480 — (1,607 ) 26,165 Gain on Derivatives (16,856 ) — (263 ) — (17,119 ) Cash Settlements of Derivatives 10,579 — 500 — 11,079 Dry Hole Expense (1 ) — — — (1 ) (Gain) Loss on Sale of Asset 65 (32 ) — — 33 Impairment Expense 7,012 11 — — 7,023 Changes in operating assets and liabilities Accounts Receivable 10,437 (1,087 ) 428 251 10,029 Inventory, Prepaid Expenses and Other Assets 712 (322 ) (62 ) — 328 Accounts Payable and Accrued Liabilities (12,518 ) (2,496 ) 2,336 (251 ) (12,929 ) Other Assets and Liabilities (199 ) (133 ) 27 — (305 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 21,542 291 (11,445 ) 978 11,366 CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loans to subsidiaries 27,192 (1,688 ) (23,681 ) (1,823 ) — Proceeds from Joint Venture Acreage Management 39 — — — 39 Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 217 455 — — 672 Proceeds from Joint Venture for Reimbursement of Capital Costs 16,611 — — — 16,611 Acquisitions of Undeveloped Acreage (17,454 ) (5 ) — — (17,459 ) Capital Expenditures for Development of Oil and Gas Properties and Equipment (60,719 ) (7,139 ) — 845 (67,013 ) NET CASH USED IN INVESTING ACTIVITIES (34,114 ) (8,377 ) (23,681 ) (978 ) (67,150 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt and Lines of Credit — 18,826 54,000 — 72,826 Repayments of Long-Term Debt and Lines of Credit — (9,761 ) (16,000 ) — (25,761 ) Repayments of Loans and Other Notes Payable (392 ) (294 ) — — (686 ) Debt Issuance Costs — — (459 ) — (459 ) Dividends Paid — — (2,415 ) — (2,415 ) Distributions by the Partners of Consolidated Subsidiaries — (531 ) — — (531 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (392 ) 8,240 35,126 — 42,974 NET INCREASE IN CASH (12,964 ) 154 — — (12,810 ) CASH – BEGINNING 17,978 113 5 — 18,096 CASH - ENDING $ 5,014 $ 267 $ 5 $ — $ 5,286 |