Condensed Consolidating Financial Information | 17. CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of March 31, 2017, we had $600.7 million aggregate principal amount of outstanding Senior Notes, as shown in Note 7, Long-Term Debt • Rex Energy I, LLC • Rex Energy Operating Corporation • Rex Energy IV, LLC • PennTex Resources Illinois, Inc. • R.E. Gas Development, LLC The non-guarantor subsidiaries include certain consolidated subsidiaries, including R.E. Disposal, LLC, Rex Energy Marketing, LLC and R.E. Ventures Holdings, LLC. We derive much of our business through and derive much of our income through our subsidiaries. Therefore, our ability to make required payments with respect to indebtedness and other obligations depends on the financial results and condition of our subsidiaries and our ability to receive funds from our subsidiaries. As of March 31, 2017, there were no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to us. There may be restrictions for certain non-guarantor subsidiaries. The following financial statements present condensed consolidating financial data for (i) Rex Energy Corporation, the issuer of the notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the Notes, and (iv) eliminations necessary to arrive at our consolidated financial statements, which include condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016, the condensed consolidating statements of operations for the three-month periods ended March 31, 2017 and 2016, and the condensed consolidating statements of cash flows for the three-month periods ended March 31, 2017 and 2016. REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF MARCH 31, 2017 ($ in Thousands) Guarantor Subsidiaries Non- Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance ASSETS Current Assets Cash and Cash Equivalents $ 5,072 $ — $ 3 $ — $ 5,075 Accounts Receivable 25,264 — — — 25,264 Taxes Receivable — — 48 — 48 Short-Term Derivative Instruments 2,875 — 555 — 3,430 Inventory, Prepaid Expenses and Other 2,112 — 12 — 2,124 Total Current Assets 35,323 — 618 — 35,941 Property and Equipment (Successful Efforts Method) Evaluated Oil and Gas Properties 963,481 — — — 963,481 Unevaluated Oil and Gas Properties 207,821 — — — 207,821 Other Property and Equipment 21,863 — — — 21,863 Wells and Facilities in Progress 40,740 — — — 40,740 Pipelines 21,262 — — — 21,262 Total Property and Equipment 1,255,167 — — — 1,255,167 Less: Accumulated Depreciation, Depletion and Amortization (419,500 ) — — — (419,500 ) Net Property and Equipment 835,667 — — — 835,667 Other Assets 2,495 — — — 2,495 Intercompany Receivables — — 1,027,360 (1,027,360 ) — Investment in Subsidiaries – Net (2,484 ) — (272,261 ) 274,745 — Long-Term Derivative Instruments 2,329 — 963 — 3,292 Total Assets $ 873,330 $ — $ 756,680 $ (752,615 ) $ 877,395 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts Payable $ 36,838 $ — $ — $ — $ 36,838 Current Maturities of Long-Term Debt 801 — — — 801 Accrued Liabilities 25,311 421 6,190 — 31,922 Short-Term Derivative Instruments 12,801 — — — 12,801 Total Current Liabilities 75,751 421 6,190 — 82,362 Long-Term Derivative Instruments 10,265 — — — 10,265 Senior Secured Line of Credit and Long-Term Debt, Net of Issuance Costs — — 106,573 — 106,573 Senior Notes, Net of Issuance Costs and Deferred Gain on Exchanges — — 650,758 — 650,758 Discount on Senior Notes, Net — — (7,389 ) — (7,389 ) Other Long-Term Debt 3,849 — — — 3,849 Other Deposits and Liabilities 8,262 — — — 8,262 Future Abandonment Cost 9,465 — — — 9,465 Intercompany Payables 1,023,697 3,663 — (1,027,360 ) — Total Liabilities 1,131,289 4,084 756,132 (1,027,360 ) 864,145 Stockholders’ Equity Preferred Stock — — 1 — 1 Common Stock — — 96 — 96 Additional Paid-In Capital 177,144 — 650,924 (177,144 ) 650,924 Accumulated Deficit (435,103 ) (4,084 ) (650,473 ) 451,889 (637,771 ) Total Stockholders’ Equity (257,959 ) (4,084 ) 548 274,745 13,250 Total Liabilities and Stockholders’ Equity $ 873,330 $ — $ 756,680 $ (752,615 ) $ 877,395 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2017 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Natural Gas, NGL and Condensate Sales $ 52,065 $ — $ — $ — $ 52,065 Other Operating Revenue 6 — — — 6 TOTAL OPERATING REVENUE 52,071 — — — 52,071 OPERATING EXPENSES Production and Lease Operating Expense 28,934 — — — 28,934 General and Administrative Expense 4,461 — 73 — 4,534 Gain on Disposal of Assets (1,834 ) — — — (1,834 ) Impairment Expense 1,546 — — — 1,546 Exploration Expense 220 — — — 220 Depreciation, Depletion, Amortization and Accretion 15,468 — — — 15,468 Other Operating Expense (21 ) — — — (21 ) TOTAL OPERATING EXPENSES 48,774 — 73 — 48,847 INCOME (LOSS) FROM OPERATIONS 3,297 — (73 ) — 3,224 OTHER INCOME (EXPENSE) Interest Expense (365 ) — (8,778 ) — (9,143 ) Gain (Loss) on Derivatives, Net 9,798 — (1,417 ) — 8,381 Other Expense (28 ) — — — (28 ) Gain on Extinguishment of Debt — — 249 — 249 Income From Equity in Consolidated Subsidiaries — — 12,702 (12,702 ) — TOTAL OTHER INCOME (EXPENSE) 9,405 — 2,756 (12,702 ) (541 ) INCOME BEFORE INCOME TAX 12,702 — 2,683 (12,702 ) 2,683 Income Tax Expense — — — — — NET INCOME ATTRIBUTABLE TO REX ENERGY $ 12,702 $ — $ 2,683 $ (12,702 ) $ 2,683 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2017 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 12,702 $ — $ 2,683 $ (12,702 ) $ 2,683 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation, Depletion, Amortization and Accretion 15,468 — — — 15,468 (Gain) Loss on Derivatives (9,798 ) — 1,417 — (8,381 ) Cash Settlements of Derivatives (3,443 ) — — — (3,443 ) Equity-based Compensation Expense 11 — 60 — 71 Non-cash Exploration Expense 11 — — — 11 Gain on Disposal of Assets (1,834 ) — — — (1,834 ) Gain on Extinguishment Debt — — (249 ) — (249 ) Non-cash Interest Expense related to Debt Restructurings and Exchanges — — 6,081 — 6,081 Impairment Expense 1,546 — — — 1,546 Other Non-cash Income (66 ) — — — (66 ) Changes in operating assets and liabilities Accounts Receivable 5,174 — 167 — 5,341 Inventory, Prepaid Expenses and Other Assets 410 — 12 — 422 Accounts Payable and Accrued Liabilities (8,298 ) — 1,309 — (6,989 ) Other Assets and Liabilities (139 ) — — — (139 ) NET CASH PROVIDED BY OPERATING ACTIVITIES 11,744 — 11,480 (12,702 ) 10,522 CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loans to subsidiaries (8,789 ) — (3,913 ) 12,702 — Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 24,329 — — — 24,329 Acquisitions of Undeveloped Acreage (299 ) — — — (299 ) Capital Expenditures for Development of Oil and Gas Properties and Equipment (25,476 ) — — — (25,476 ) NET CASH USED IN INVESTING ACTIVITIES (10,235 ) — (3,913 ) 12,702 (1,446 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt and Lines of Credit — — 21,500 — 21,500 Repayments of Long-Term Debt and Lines of Credit — — (28,500 ) — (28,500 ) Repayments of Loans and Other Long-Term Debt (131 ) — — — (131 ) Debt Issuance Costs — — (567 ) — (567 ) NET CASH USED IN FINANCING ACTIVITIES (131 ) — (7,567 ) — (7,698 ) NET INCREASE IN CASH 1,378 — — — 1,378 CASH – BEGINNING 3,694 — 3 — 3,697 CASH - ENDING $ 5,072 $ — $ 3 $ — $ 5,075 REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2016 ($ in Thousands) 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 STOCKHOLDERS’ 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 and Long-Term Debt, 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 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 THREE MONTHS ENDED March 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 $ 25,673 $ — $ — $ — $ 25,673 Other Operating Revenue 13 — — — 13 TOTAL OPERATING REVENUE 25,686 — — — 25,686 OPERATING EXPENSES Production and Lease Operating Expense 24,451 — — — 24,451 General and Administrative Expense 5,299 — (15 ) — 5,284 Loss on Disposal of Assets 11 — — — 11 Impairment Expense 10,641 — — — 10,641 Exploration Expense 936 — — — 936 Depreciation, Depletion, Amortization and Accretion 16,501 10 — — 16,511 Other Operating Expense 327 — — — 327 TOTAL OPERATING EXPENSES 58,166 10 (15 ) — 58,161 INCOME (LOSS) FROM OPERATIONS (32,480 ) (10 ) 15 — (32,475 ) OTHER INCOME (EXPENSE) Interest Expense (270 ) — (12,760 ) — (13,030 ) Gain on Derivatives, Net 4,049 — — — 4,049 Debt Exchange Expense — — (8,480 ) — (8,480 ) Loss From Equity in Consolidated Subsidiaries (8 ) — (38,151 ) 38,159 — TOTAL OTHER INCOME (EXPENSE) 3,771 — (59,391 ) 38,159 (17,461 ) LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX (28,709 ) (10 ) (59,376 ) 38,159 (49,936 ) Income Tax Expense (1,950 ) — (765 ) — (2,715 ) LOSS FROM CONTINUING OPERATIONS (30,659 ) (10 ) (60,141 ) 38,159 (52,651 ) Income (Loss) From Discontinued Operations, Net of Income Tax (7,492 ) 2 — — (7,490 ) NET LOSS (38,151 ) (8 ) (60,141 ) 38,159 (60,141 ) Preferred Stock Dividends — — (2,105 ) — (2,105 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (38,151 ) $ (8 ) $ (62,246 ) $ 38,159 $ (62,246 ) REX ENERGY CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ (38,151 ) $ (8 ) $ (60,141 ) $ 38,159 $ (60,141 ) Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities Depreciation, Depletion, Amortization and Accretion 19,379 29 — — 19,408 Gain on Derivatives, Net (4,049 ) — — — (4,049 ) Cash Settlements of Derivatives 12,994 — — — 12,994 Equity-based Compensation Expense 6 — (27 ) — (21 ) Non-cash Exploration Expense 843 — — — 843 Gain on Disposal of Assets (30 ) — — — (30 ) Amortization of net Bond Discount and Deferred Financing Costs — — 547 — 547 Deferred Income Tax Expense 1,326 1 765 — 2,092 Impairment Expense 14,184 — 14,184 (14,184 ) 14,184 Other Non-cash Income (29 ) — — — (29 ) 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 1,921 21 (2,250 ) — (308 ) Other Assets and Liabilities (170 ) — — — (170 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 24,724 53 (67,645 ) 23,975 (18,893 ) CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loans to subsidiaries 29 (21 ) 23,967 (23,975 ) — Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 71 — — — 71 Proceeds from Joint Venture 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 (741 ) (53 ) 23,967 (23,975 ) (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 |