Condensed Consolidating Financial Information | 25. CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of December 31, 2016, we had $601.2 million of outstanding Senior Notes, as shown in Note 9, Long-Term Debt • Rex Energy I, LLC • Rex Energy Operating Corporation • Rex Energy IV, LLC • PennTex Resources Illinois, Inc. • R.E. Gas Development, LLC The non-guarantor subsidiaries include certain consolidated subsidiaries, including Water Solutions, R.E. Disposal, LLC, Rex Energy Marketing, LLC and R.E. Ventures, LLC. We derive much of our business through and derive much of our income through our subsidiaries. Therefore, our ability to make required payments with respect to indebtedness and other obligations depends on the financial results and condition of our subsidiaries and our ability to receive funds from our subsidiaries. As of December 31, 2016, there were no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to us. There may be restrictions for certain non-guarantor subsidiaries. The following financial statements present condensed consolidating financial data for (i) Rex Energy Corporation, the issuer of the notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the Notes, and (iv) eliminations necessary to arrive at our consolidated financial statements, which include condensed consolidated balance sheets as of December 31, 2016 and 2015, and the condensed consolidating statements of operations and condensed consolidating statements of cash flows for each of the years in the three-year period ended December 31, 2016. REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS FOR THE YEAR ENDED DECEMBER 31, 2016 ($ in Thousands, Except Share and Per Share Data) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance ASSETS Current Assets Cash and Cash Equivalents $ 3,694 $ — $ 3 $ — $ 3,697 Accounts Receivable 22,609 — 2,839 — 25,448 Taxes Receivable — — 211 — 211 Short-Term Derivative Instruments 650 — 1,223 — 1,873 Inventory, Prepaid Expenses and Other 2,521 — 25 — 2,546 Total Current Assets 29,474 — 4,301 — 33,775 Property and Equipment (Successful Efforts Method) Evaluated Oil and Gas Properties 1,053,461 — — — 1,053,461 Unevaluated Oil and Gas Properties 215,794 — — — 215,794 Other Property and Equipment 21,401 — — — 21,401 Wells and Facilities in Progress 21,964 — — — 21,964 Pipelines 18,029 — — — 18,029 Total Property and Equipment 1,330,649 — — — 1,330,649 Less: Accumulated Depreciation, Depletion and Amortization (475,205 ) — — — (475,205 ) Net Property and Equipment 855,444 — — — 855,444 Other Assets 2,492 — — — 2,492 Intercompany Receivables — — 1,035,713 (1,035,713 ) — Investment in Subsidiaries – Net (2,388 ) — (127,974 ) 130,362 — Long-Term Derivative Instruments 500 — 1,712 — 2,212 Total Assets $ 885,522 $ — $ 913,752 $ (905,351 ) $ 893,923 LIABILITIES AND EQUITY Current Liabilities Accounts Payable $ 40,712 — — — $ 40,712 Current Maturities of Long-Term Debt 764 — — — 764 Accrued Liabilities 32,328 421 4,458 — 37,207 Short-Term Derivative Instruments 25,025 — — — 25,025 Total Current Liabilities 98,829 421 4,458 — 103,708 Long-Term Derivative Instruments 7,227 — — — 7,227 Senior Secured Line of Credit, Net of Issuance Costs — — 113,785 — 113,785 Senior Notes, Net of Issuance Costs and Deferred Gain on Exchanges — — 641,762 — 641,762 Discount on Senior Notes – Net — — (3,601 ) — (3,601 ) Other Long-Term Debt 3,409 — — — 3,409 Other Deposits and Liabilities 8,671 — — — 8,671 Future Abandonment Cost 8,736 — — — 8,736 Intercompany Payables 1,032,050 3,663 — (1,035,713 ) — Total Liabilities 1,158,922 4,084 756,404 (1,035,713 ) 883,697 Stockholders’ Equity Preferred Stock — — 1 — 1 Common Stock — — 95 — 95 Additional Paid-In Capital 177,144 — 650,584 (177,144 ) 650,584 Accumulated Earnings (Deficit) (450,544 ) (4,084 ) (493,332 ) 307,506 (640,454 ) Total Stockholders’ Equity (273,400 ) (4,084 ) 157,348 130,362 10,226 Total Liabilities and Stockholders’ Equity $ 885,522 $ — $ 913,752 $ (905,351 ) $ 893,923 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2016 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Natural Gas, NGL and Condensate Sales $ 139,000 $ — $ — $ — $ 139,000 Other Revenue 17 — — — 17 TOTAL OPERATING REVENUE 139,017 — — — 139,017 OPERATING EXPENSES Production and Lease Operating Expense 104,699 — — — 104,699 General and Administrative Expense 17,488 5 3,128 — 20,621 Gain on Disposal of Assets (4,121 ) — — — (4,121 ) Impairment Expense 74,624 (5 ) — — 74,619 Exploration Expense 2,177 1 — — 2,178 Depreciation, Depletion, Amortization and Accretion 62,849 25 — — 62,874 Other Operating Expense 10,754 — — — 10,754 TOTAL OPERATING EXPENSES 268,470 26 3,128 — 271,624 INCOME (LOSS) FROM OPERATIONS (129,453 ) (26 ) (3,128 ) — (132,607 ) OTHER INCOME (EXPENSE) Interest Expense (1,326 ) — (42,193 ) — (43,519 ) Gain (Loss) on Derivatives, Net (34,285 ) — 1,770 — (32,515 ) Other Income (Expense) 41 — (2,165 ) — (2,124 ) Debt Exchange Expense — — (9,063 ) — (9,063 ) Gain on Extinguishment of Debt — — 24,627 — 24,627 Income (Loss) From Equity in Consolidated Subsidiaries (94 ) 94 (146,344 ) 146,344 0 TOTAL OTHER INCOME (EXPENSE) (35,664 ) 94 (173,368 ) 146,344 (62,594 ) INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX (165,117 ) 68 (176,496 ) 146,344 (195,201 ) Income Tax (Expense) Benefit (2,060 ) — (376 ) — (2,436 ) NET INCOME (LOSS) FROM CONTINUING OPERATIONS (167,177 ) 68 (176,872 ) 146,344 (197,637 ) Income (Loss) From Discontinued Operations, Net of Income Tax 20,887 (122 ) 157 — 20,922 NET INCOME (LOSS) (146,290 ) (54 ) (176,715 ) 146,344 (176,715 ) Preferred Stock Dividends — — (5,091 ) — (5,091 ) Effect of Preferred Stock Conversions — — 72,984 — 72,984 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (146,290 ) $ (54 ) $ (108,822 ) $ 146,344 $ (108,822 ) REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDING DECEMBER 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) $ (146,290 ) $ (54 ) $ (176,715 ) $ 146,344 $ (176,715 ) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities Non-Cash Expenses (Income) (212 ) 3 24,333 — 24,124 Depreciation, Depletion, Amortization and Accretion 67,915 60 — — 67,975 Gain (Loss) on Derivatives 34,285 — (1,770 ) — 32,515 Cash Settlements of Derivatives 32,571 — — — 32,571 Dry Hole Expense 905 — — — 905 Gain on Extinguishment of Debt — — (24,627 ) — (24,627 ) (Gain) Loss on Sale of Assets (34,697 ) 46 — — (34,651 ) Impairment Expense 78,160 2 78,162 (78,162 ) 78,162 Changes in operating assets and liabilities Accounts Receivable (44,354 ) (863 ) 38,803 — (6,414 ) Inventory, Prepaid Expenses and Other Assets 906 — — — 906 Accounts Payable and Accrued Liabilities 8,815 — (6,020 ) — 2,795 Other Assets and Liabilities (1,950 ) — — — (1,950 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (3,946 ) (806 ) (67,834 ) 68,182 (4,404 ) CASH FLOWS FROM INVESTING ACTIVITIES Intercompany Loans to Subsidiaries 3,628 (94 ) 64,648 (68,182 ) — Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 39,904 980 — — 40,884 Proceeds from Joint Venture 19,461 — — — 19,461 Acquisitions of Undeveloped Acreage (6,671 ) (41 ) — — (6,712 ) Capital Expenditures for Development of Oil and Gas Properties and Equipment (48,943 ) (39 ) — — (48,982 ) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 7,379 806 64,648 (68,182 ) 4,651 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt and Lines of Credit — — 71,400 — 71,400 Repayments of Long-Term Debt and Lines of Credit — — (65,230 ) — (65,230 ) Repayments of Loans and Other Notes Payable (828 ) — — — (828 ) Debt Issuance Costs — — (2,983 ) — (2,983 ) Dividends Paid on Preferred Stock — NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (828 ) — 3,187 — 2,359 NET (DECREASE) IN CASH 2,605 0 1 — 2,606 CASH – BEGINNING 1,089 — 2 — 1,091 CASH - ENDING $ 3,694 $ 0 $ 3 $ — $ 3,697 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS FOR THE YEAR ENDED DECEMBER 31, 2015 ($ in Thousands, Except Share and Per Share Data) 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 17,225 — 49 — 17,274 Taxes Receivable — — 18 — 18 Short-Term Derivative Instruments 34,260 — — — 34,260 Assets Held for Sale 52,111 1,040 — — 53,151 Inventory, Prepaid Expenses and Other 3,034 — 25 — 3,059 Total Current Assets 107,719 1,040 94 — 108,853 Property and Equipment (Successful Efforts Method) Evaluated Oil and Gas Properties 950,062 — — (6,970 ) 943,092 Unevaluated Oil and Gas Properties 262,992 — — — 262,992 Other Property and Equipment 20,363 — — — 20,363 Wells and Facilities in Progress 141,370 — — (270 ) 141,100 Pipelines 16,161 — — (2,137 ) 14,024 Total Property and Equipment 1,390,948 — — (9,377 ) 1,381,571 Less: Accumulated Depreciation, Depletion and Amortization (434,046 ) — — 3,518 (430,528 ) Net Property and Equipment 956,902 — — (5,859 ) 951,043 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 $ 1,074,749 $ 1,040 $ 1,313,973 $ (1,317,831 ) $ 1,071,931 LIABILITIES AND EQUITY Current Liabilities Accounts Payable $ 36,785 $ — $ — $ — $ 36,785 Current Maturities of Long-Term Debt 402 — — — 402 Accrued Liabilities 28,883 — 11,725 — 40,608 Short-Term Derivative Instruments 2,486 — — — 2,486 Liabilities Related to Assets Held For Sale 36,289 31 — — 36,320 Total Current Liabilities 104,845 31 11,725 — 116,601 Long-Term Derivative Instruments 5,556 — — — 5,556 Senior Secured Line of Credit and Other Long-Term Debt, Net of Issuance Costs 18 — 109,368 — 109,386 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 11,159 409 — — 11,568 Intercompany Payables 1,070,095 453 — (1,070,548 ) — Total Liabilities 1,194,829 893 786,526 (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 $ 1,074,749 $ 1,040 $ 1,313,973 $ (1,317,831 ) $ 1,071,931 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2015 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Natural Gas, NGL and Condensate Sales $ 138,707 $ — $ — $ — $ 138,707 Other Revenue 42 — — — 42 TOTAL OPERATING REVENUE 138,749 — — — 138,749 OPERATING EXPENSES Production and Lease Operating Expense 93,892 — — — 93,892 General and Administrative Expense 20,849 — 5,845 — 26,694 Gain on Disposal of Assets (540 ) — — — (540 ) Impairment Expense 282,833 411 — — 283,244 Exploration Expense 2,616 1 — — 2,617 Depreciation, Depletion, Amortization and Accretion 85,839 5 — — 85,844 Other Operating Expense 5,603 — — — 5,603 TOTAL OPERATING EXPENSES 491,092 417 5,845 — 497,354 INCOME (LOSS) FROM OPERATIONS (352,343 ) (417 ) (5,845 ) — (358,605 ) OTHER INCOME (EXPENSE) Interest Expense (248 ) — (47,535 ) — (47,783 ) Gain on Derivatives, Net 59,242 — 934 — 60,176 Other Expense (129 ) — — — (129 ) Loss From Equity Method Investments (411 ) — — — (411 ) Income (Loss) From Equity in Consolidated Subsidiaries (429 ) 429 (309,250 ) 309,250 0 TOTAL OTHER INCOME (EXPENSE) 58,025 429 (355,851 ) 309,250 11,853 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX (294,318 ) 12 (361,696 ) 309,250 (346,752 ) Income Tax Benefit (5,111 ) (7 ) (912 ) — (6,030 ) NET INCOME (LOSS) FROM CONTINUING OPERATIONS (299,429 ) 5 (362,608 ) 309,250 (352,782 ) Income (Loss) From Discontinued Operations, Net of Income Tax (45,546 ) 37,965 (670 ) (8,251 ) NET INCOME (LOSS) (344,975 ) 37,970 (363,278 ) 309,250 (361,033 ) Net Income Attributable to Noncontrolling Interests of Discontinued Operations — 2,245 — — 2,245 NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY (344,975 ) 35,725 $ (363,278 ) $ 309,250 $ (363,278 ) Preferred Stock Dividends — — (9,660 ) — (9,660 ) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS (344,975 ) 35,725 $ (372,938 ) $ 309,250 $ (372,938 ) REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDING DECEMBER 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) $ (344,975 ) $ 37,970 $ (363,278 ) $ 309,250 $ (361,033 ) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities Loss on Equity Method Investments 411 — — — 411 Non-Cash Expenses (Income) (201 ) (334 ) 8,184 — 7,649 Depreciation, Depletion, Amortization and Accretion 105,555 3,230 — (3,963 ) 104,822 Gain on Derivatives (59,242 ) — (934 ) — (60,176 ) Cash Settlements of Derivatives 54,859 — 934 — 55,793 Dry Hole Expense 199 136 — (5 ) 330 Gain on Sale of Assets (477 ) (44 ) — — (521 ) Gain on Sale of Water Solutions — — (57,778 ) — (57,778 ) Impairment Expense 345,892 1,396 345,892 (347,405 ) 345,775 Changes in operating assets and liabilities Accounts Receivable 24,240 (453 ) 429 (2,537 ) 21,679 Inventory, Prepaid Expenses and Other Assets (431 ) (142 ) 5 — (568 ) Accounts Payable and Accrued Liabilities (20,008 ) (4,969 ) (515 ) 2,537 (22,955 ) Other Assets and Liabilities (2,497 ) (73 ) 27 — (2,543 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 103,325 36,717 (67,034 ) (42,123 ) 30,885 CASH FLOWS FROM INVESTING ACTIVITIES Intercompany Loans to Subsidiaries 96,763 (37,424 ) (100,298 ) 40,959 — Proceeds from Joint Venture Acreage Management 58 — — — 58 Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 9,766 560 66,900 — 77,226 Proceeds from Joint Venture 16,611 — — — 16,611 Acquisitions of Undeveloped Acreage (27,963 ) (279 ) — — (28,242 ) Capital Expenditures for Development of Oil and Gas Properties and Equipment (214,450 ) (7,813 ) — 1,164 (221,099 ) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (119,215 ) (44,956 ) (33,398 ) 42,123 (155,446 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt and Lines of Credit — 35,814 193,500 — 229,314 Repayments of Long-Term Debt and Lines of Credit — (26,335 ) (82,000 ) — (108,335 ) Repayments of Loans and Other Notes Payable (999 ) (520 ) — — (1,519 ) Debt Issuance Costs — (3 ) (1,411 ) — (1,414 ) Distributions by the Partners of Consolidated Subsidiary — (830 ) — — (830 ) Dividends Paid on Preferred Stock — — (9,660 ) — (9,660 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (999 ) 8,126 100,429 — 107,556 NET (DECREASE) IN CASH (16,889 ) (113 ) (3 ) 0 (17,005 ) CASH – BEGINNING 17,978 113 5 — 18,096 CASH - ENDING $ 1,089 $ 0 $ 2 $ 0 $ 1,091 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2014 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Natural Gas, NGL and Condensate Sales $ 225,511 $ — $ — $ — $ 225,511 Other Revenue 118 — — — 118 TOTAL OPERATING REVENUE 225,629 — — — 225,629 OPERATING EXPENSES Production and Lease Operating Expense 69,547 — — — 69,547 General and Administrative Expense 26,105 75 5,737 — 31,917 Loss on Disposal of Assets 218 — — — 218 Impairment Expense 14,269 5,956 — — 20,225 Exploration Expense 6,813 — — — 6,813 Depreciation, Depletion, Amortization and Accretion 65,816 1 — — 65,817 Other Operating Expense 312 — — — 312 TOTAL OPERATING EXPENSES 183,080 6,032 5,737 — 194,849 INCOME (LOSS) FROM OPERATIONS 42,549 (6,032 ) (5,737 ) — 30,780 OTHER INCOME (EXPENSE) Interest Expense (110 ) — (36,835 ) — (36,945 ) Gain on Derivatives, Net 37,359 — 1,517 — 38,876 Other Income (Expense) 73 — — — 73 Loss From Equity Method Investments (813 ) — — — (813 ) Income (Loss) From Equity in Consolidated Subsidiaries (3,131 ) 3,131 (25,250 ) 25,250 — TOTAL OTHER INCOME (EXPENSE) 33,378 3,131 (60,568 ) 25,250 1,191 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAX 75,927 (2,901 ) (66,305 ) 25,250 31,971 Income Tax (Expense) Benefit (38,230 ) 2,917 19,853 — (15,460 ) NET INCOME (LOSS) FROM CONTINUING OPERATIONS 37,697 16 (46,452 ) 25,250 16,511 Income (Loss) From Discontinued Operations, Net of Income Taxes (63,582 ) 4,658 (237 ) — (59,161 ) NET INCOME (LOSS) (25,885 ) 4,674 (46,689 ) 25,250 (42,650 ) Net Income Attributable to Noncontrolling Interests of Discontinued Operations — 4,039 — — 4,039 NET INCOME (LOSS) ATTRIBUTABLE TO REX ENERGY $ (25,885 ) $ 635 $ (46,689 ) $ 25,250 $ (46,689 ) Preferred Stock Dividends — — (2,335 ) — (2,335 ) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (25,885 ) $ 635 $ (49,024 ) $ 25,250 $ (49,024 ) REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE YEAR ENDING DECEMBER 31, 2014 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ (25,885 ) $ 4,674 $ (46,689 ) $ 25,250 $ (42,650 ) Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities Loss on Equity Method Investments 813 — — — 813 Non-Cash Expenses (Income) (273 ) 278 6,784 — 6,789 Depreciation, Depletion, Amortization and Accretion 94,643 4,217 — (689 ) 98,171 Deferred Income Tax Benefit (9,928 ) (1,649 ) (14,415 ) — (25,992 ) Gain on Derivatives (37,359 ) — (1,517 ) — (38,876 ) Cash Settlements of Derivatives 5,969 — 1,312 — 7,281 Dry Hole Expense 3,797 267 — — 4,064 (Gain) Loss on Sale of Assets 644 (55 ) — — 589 Impairment Expense 126,662 6,022 — — 132,684 Changes in operating assets and liabilities Accounts Receivable (11,450 ) (6,090 ) 4,686 (766 ) (13,620 ) Inventory, Prepaid Expenses and Other Assets (1,283 ) (74 ) (2 ) — (1,359 ) Accounts Payable and Accrued Liabilities 23,768 3,488 9,252 766 37,274 Other Assets and Liabilities (2,127 ) (335 ) — — (2,462 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 167,992 10,743 (40,589 ) 24,561 162,706 CASH FLOWS FROM INVESTING ACTIVITIES Intercompany Loans to Subsidiaries 401,412 (756 ) (371,768 ) (28,888 ) — Proceeds from Joint Venture Acreage Management 263 — — — 263 Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 254 292 — — 546 Acquisitions of Undeveloped Acreage (168,713 ) (710 ) — — (169,423 ) Capital Expenditures for Development of Oil and Gas Properties and Equipment (382,889 ) (12,861 ) — 4,328 (391,422 ) NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (149,673 ) (14,035 ) (371,768 ) (24,560 ) (560,036 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt and Lines of Credit — 38,895 171,000 — 209,895 Repayments of Long-Term Debt and Lines of Credit — (33,152 ) (230,000 ) — (263,152 ) Repayments of Loans and Other Notes Payable (1,727 ) (994 ) — — (2,721 ) Proceeds from Senior Notes, net of Discounts and Premiums — — 325,000 — 325,000 Debt Issuance Costs — (8 ) (6,816 ) — (6,824 ) Proceeds from Issuance of Preferred Stock, Net — — 154,988 — 154,988 Proceeds from the Exercise of Stock Options — — 515 — 515 Purchase of Non-Controlling Interests — (1,840 ) — — (1,840 ) Dividends Paid on Preferred Stock — — (2,335 ) — (2,335 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (1,727 ) 2,901 412,352 — 413,526 NET INCREASE (DECREASE) IN CASH 16,592 (391 ) (5 ) — 16,196 CASH – BEGINNING 1,386 504 10 — 1,900 CASH - ENDING $ 17,978 $ 113 $ 5 $ — $ 18,096 |