Condensed Consolidating Financial Information | 18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION As of June 30, 2018, we had $600.3 million aggregate principal amount of outstanding Senior Notes, as shown in Note 8, Debt • Rex Energy I, LLC; • Rex Energy Operating Corporation; • R.E. Gas Development, LLC. The non-guarantor subsidiaries include certain consolidated subsidiaries, including R.E. Disposal, LLC, Rex Energy Marketing, LLC and R.E. Ventures Holdings, LLC. We derive much of our business through and derive much of our income through our subsidiaries. Therefore, our ability to make required payments with respect to indebtedness and other obligations depends on the financial results and condition of our subsidiaries and our ability to receive funds from our subsidiaries. As of June 30, 2018, there were no restrictions on the ability of any of the guarantor subsidiaries to transfer funds to us. There may be restrictions for certain non-guarantor subsidiaries. The following financial statements present condensed consolidating financial data for (i) Rex Energy Corporation, the issuer of the notes, (ii) the combined Guarantors, (iii) the combined other subsidiaries of the Company that did not guarantee the Notes, and (iv) eliminations necessary to arrive at our consolidated financial statements, which include condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017, the condensed consolidating statements of operations for the three and six months ended June 30, 2018 and 2017, and the condensed consolidating statements of cash flows for the six months ended June 30, 2018 and 2017. REX ENERGY CORPORATION AND SUBSIDIARIES (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING BALANCE SHEETS AS OF JUNE 30, 2018 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance ASSETS Current Assets Cash and Cash Equivalents $ 28,777 $ — $ 3 $ — $ 28,780 Restricted Cash — — 33,106 — 33,106 Accounts Receivable 26,961 — 1,627 — 28,588 Taxes Receivable — — 48 — 48 Short-Term Derivative Instruments 2,346 — 2,450 — 4,796 Inventory, Prepaid Expenses and Other 3,389 — — — 3,389 Total Current Assets 61,473 — 37,234 — 98,707 Property and Equipment (Successful Efforts Method) Evaluated Oil and Gas Properties 1,062,986 — — — 1,062,986 Unevaluated Oil and Gas Properties 174,608 — — — 174,608 Other Property and Equipment 20,066 — — — 20,066 Wells and Facilities in Progress 2,552 — — — 2,552 Pipelines 16,528 — — — 16,528 Total Property and Equipment 1,276,740 — — — 1,276,740 Less: Accumulated Depreciation, Depletion and Amortization (384,556 ) — — — (384,556 ) Net Property and Equipment 892,184 — — — 892,184 Other Assets 35 — — — 35 Intercompany Receivables — — 1,118,701 (1,118,701 ) — Investment in Subsidiaries – Net (2,805 ) — (287,208 ) 290,013 — Long-Term Derivative Instruments 1,463 — — — 1,463 Deferred Tax Assets - Long Term — — 130 — 130 Total Assets $ 952,350 $ — $ 868,857 $ (828,688 ) $ 992,519 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts Payable $ 32,679 $ — $ 50,000 $ — $ 82,679 Current Maturities of Long-Term Debt — — $ 261,315 — 261,315 Debtor-in Possession Term Loan Payable — — 35,000 — 35,000 Accrued Liabilities 18,074 — 12,862 — 30,936 Short-Term Derivative Instruments 19,095 — — — 19,095 Total Current Liabilities 69,848 — 359,177 — 429,025 Long-Term Derivative Instruments 12,075 — — — 12,075 Future Abandonment Cost 8,626 — — — 8,626 Liabilities Subject to Compromise 37,230 — 630,394 — 667,624 Intercompany Payables 1,114,295 4,406 — (1,118,701 ) — Total Liabilities 1,242,074 4,406 989,571 (1,118,701 ) 1,117,350 Stockholders’ Equity Preferred Stock — — 1 — 1 Common Stock — — 11 — 11 Additional Paid-In Capital 177,143 — 654,721 (177,143 ) 654,721 Accumulated Deficit (466,867 ) (4,406 ) (775,447 ) 467,156 (779,564 ) Total Stockholders’ Equity (289,724 ) (4,406 ) (120,714 ) 290,013 (124,831 ) Total Liabilities and Stockholders’ Equity $ 952,350 $ — $ 868,857 $ (828,688 ) $ 992,519 REX ENERGY CORPORATION AND SUBSIDIARIES (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2018 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Natural Gas, NGL and Condensate Sales $ 75,155 $ — $ — $ — $ 75,155 Other Operating Revenue 3 — — — 3 TOTAL OPERATING REVENUE 75,158 — — — 75,158 OPERATING EXPENSES Production and Lease Operating Expense 36,756 — — — 36,756 General and Administrative Expense 4,235 — 187 — 4,422 Impairment Expense 4,334 — — — 4,334 Exploration Expense 122 — — — 122 Depreciation, Depletion, Amortization and Accretion 16,953 — — — 16,953 Other Operating Expense 1,492 — — — 1,492 TOTAL OPERATING EXPENSES 63,892 — 187 — 64,079 INCOME (LOSS) FROM OPERATIONS 11,266 — (187 ) — 11,079 OTHER INCOME (EXPENSE) Interest Expense (662 ) — (13,456 ) — (14,118 ) (Loss) Gain on Derivatives, Net (18,413 ) — 4,085 — (14,328 ) Other (Expense) Income 53 — (14,005 ) — (13,952 ) Reorganization Items, Net (1,314 ) — 29,949 — 28,635 Loss from Equity in Consolidated Subsidiaries — — (9,070 ) 9,070 — TOTAL OTHER INCOME (EXPENSE) (20,336 ) — (2,497 ) 9,070 (13,763 ) LOSS BEFORE INCOME TAX (9,070 ) — (2,684 ) 9,070 (2,684 ) Income tax Benefit — — — — — NET LOSS $ (9,070 ) $ — $ (2,684 ) $ 9,070 $ (2,684 ) Preferred Stock Dividends — — (598 ) — (598 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (9,070 ) $ — $ (3,282 ) $ 9,070 $ (3,282 ) REX ENERGY CORPORATION AND SUBSIDIARIES (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2018 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Natural Gas, NGL and Condensate Sales $ 140,180 $ — $ — $ — $ 140,180 Other Operating Revenue 7 — — — 7 TOTAL OPERATING REVENUE 140,187 — — — 140,187 OPERATING EXPENSES Production and Lease Operating Expense 70,602 — — — 70,602 General and Administrative Expense 9,739 — 1,207 — 10,946 Loss on Disposal of Assets 647 — — — 647 Impairment Expense 12,503 — — — 12,503 Exploration Expense 350 — — — 350 Depreciation, Depletion, Amortization and Accretion 32,081 — — — 32,081 Other Operating Expense 1,695 — — — 1,695 TOTAL OPERATING EXPENSES 127,617 — 1,207 — 128,824 INCOME (LOSS) FROM OPERATIONS 12,570 — (1,207 ) — 11,363 OTHER INCOME (EXPENSE) Interest Expense (1,333 ) — (35,432 ) — (36,765 ) Loss on Derivatives, Net (13,088 ) — (47,666 ) — (60,754 ) Other Expense (951 ) — (14,004 ) — (14,955 ) Reorganization Items, Net (1,313 ) — 29,948 — 28,635 (Loss) Income From Equity in Consolidated Subsidiaries — — (4,115 ) 4,115 — TOTAL OTHER INCOME (EXPENSE) (16,685 ) — (71,269 ) 4,115 (83,839 ) LOSS BEFORE INCOME TAX (4,115 ) — (72,476 ) 4,115 (72,476 ) Income Tax Benefit — — — — — NET LOSS $ (4,115 ) $ — $ (72,476 ) $ 4,115 $ (72,476 ) Preferred Stock Dividends — — (1,196 ) — (1,196 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (4,115 ) $ — $ (73,672 ) $ 4,115 $ (73,672 ) REX ENERGY CORPORATION AND SUBSIDIARIES (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2018 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance CASH FLOWS FROM OPERATING ACTIVITIES Net (Loss) Income $ (4,115 ) $ — $ (72,476 ) $ 4,115 (72,476 ) Adjustments to Reconcile Net Loss to Net Cash Provided (Used) by Operating Activities Depreciation, Depletion, Amortization and Accretion 32,081 — — — 32,081 Loss on Derivatives, Net 13,088 — 47,666 — 60,754 Cash Settlements of Derivatives (6,862 ) — — — (6,862 ) Equity-based Compensation Expense (7 ) — 1,207 — 1,200 Impairment Expense 12,503 — — — 12,503 Non-cash Interest Expense — — 2,881 — 2,881 Loss on Disposal of Assets 647 — — — 647 Non-cash Reorganization Items, Net — — (43,509 ) — (43,509 ) Other Non-cash Expense (Income) 588 — (22 ) — 566 Changes in operating assets and liabilities Accounts Receivable (342 ) — — — (342 ) Taxes Receivable — — 2,001 — 2,001 Inventory, Prepaid Expenses and Other Assets (2,173 ) — 2,509 — 336 Accounts Payable and Accrued Liabilities 7,778 — 33,700 — 41,478 Other Assets and Liabilities (147 ) — — — (147 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 53,039 — (26,043 ) 4,115 31,111 CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loans to subsidiaries 46,062 — (41,947 ) (4,115 ) — Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 16,384 — — — 16,384 Acquisitions of Undeveloped Acreage (871 ) — — — (871 ) Capital Expenditures for Development of Oil and Gas Properties and Equipment (100,136 ) — — — (100,136 ) NET CASH USED IN INVESTING ACTIVITIES (38,561 ) — (41,947 ) (4,115 ) (84,623 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt and Line of Credit, net of Discounts — — 69,846 — 69,846 Proceeds from Debtor-in Possession Financing — — 35,000 — 35,000 Repayments of Loans and Other Long-Term Debt (945 ) — — — (945 ) Reorganization Item - Debtor-In-Possession Financing Fee — — (3,750 ) — (3,750 ) NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (945 ) — 101,096 — 100,151 Net Increase in Cash, Cash Equivalents and Restricted Cash 13,533 — 33,106 — 46,639 Beginning Cash, Cash Equivalents and Restricted Cash 15,244 — 3 — 15,247 Ending Cash, Cash Equivalents and Restricted Cash $ 28,777 $ — $ 33,109 $ — $ 61,886 REX ENERGY CORPORATION AND SUBSIDIARIES (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING BALANCE SHEETS AS OF DECEMBER 31, 2017 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance ASSETS Current Assets Cash and Cash Equivalents $ 15,244 $ — $ 3 $ — $ 15,247 Accounts Receivable 25,974 — — — 25,974 Taxes Receivable — — 2,049 — 2,049 Short-Term Derivative Instruments 8,008 — — — 8,008 Inventory, Prepaid Expenses and Other 2,106 — 2,508 — 4,614 Total Current Assets 51,332 — 4,560 — 55,892 Property and Equipment (Successful Efforts Method) Evaluated Oil and Gas Properties 1,086,625 — — — 1,086,625 Unevaluated Oil and Gas Properties 186,523 — — — 186,523 Other Property and Equipment 19,640 — — — 19,640 Wells and Facilities in Progress 38,660 — — — 38,660 Pipelines 16,803 — — — 16,803 Total Property and Equipment 1,348,251 — — — 1,348,251 Less: Accumulated Depreciation, Depletion and Amortization (463,899 ) — — — (463,899 ) Net Property and Equipment 884,352 — — — 884,352 Other Assets 44 — — — 44 Intercompany Receivables — — 1,072,637 (1,072,637 ) — Investment in Subsidiaries – Net (2,484 ) — (272,261 ) 274,745 — Long-Term Derivative Instruments (2 ) — 1,721 — 1,719 Deferred Tax Assets - Long Term — — 130 — 130 Total Assets $ 933,242 $ — $ 806,787 $ (797,892 ) $ 942,137 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts Payable $ 62,354 $ — $ — $ — $ 62,354 Current Maturities of Long-Term Debt 1,926 — 832,399 — 834,325 Accrued Liabilities 32,214 — 13,004 — 45,218 Short-Term Derivative Instruments 14,892 — — — 14,892 Total Current Liabilities 111,386 — 845,403 — 956,789 Long-Term Derivative Instruments 14,249 — — — 14,249 Long-Term Debt — — — — — Other Long-Term Debt 8,156 — — — 8,156 Other Deposits and Liabilities 7,153 — — — 7,153 Future Abandonment Cost 9,352 — — — 9,352 Intercompany Payables 1,068,231 4,406 — (1,072,637 ) — Total Liabilities 1,218,527 4,406 845,403 (1,072,637 ) 995,699 Stockholders’ Equity Preferred Stock — — 1 — 1 Common Stock — — 10 — 10 Additional Paid-In Capital 177,144 — 652,917 (177,144 ) 652,917 Accumulated Deficit (462,429 ) (4,406 ) (691,544 ) 451,889 (706,490 ) Total Stockholders’ Equity (285,285 ) (4,406 ) (38,616 ) 274,745 (53,562 ) Total Liabilities and Stockholders’ Equity $ 933,242 $ — $ 806,787 $ (797,892 ) $ 942,137 REX ENERGY CORPORATION AND SUBSIDIARIES (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2017 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Natural Gas, NGL and Condensate Sales $ 47,457 $ — $ — $ — $ 47,457 Other Operating Expense 5 — — — 5 TOTAL OPERATING REVENUE 47,462 — — — 47,462 OPERATING EXPENSES Production and Lease Operating Expense 29,374 — — — 29,374 General and Administrative Expense 3,771 — 523 — 4,294 Gain on Disposal of Assets (124 ) — — — (124 ) Impairment Expense 3,032 — — — 3,032 Exploration Expense 99 — — — 99 Depreciation, Depletion, Amortization and Accretion 15,501 — — — 15,501 Other Operating (Income) Expense (99 ) 1 — — (98 ) TOTAL OPERATING EXPENSES 51,554 1 523 — 52,078 LOSS FROM OPERATIONS (4,092 ) (1 ) (523 ) — (4,616 ) OTHER INCOME (EXPENSE) — Interest Expense (442 ) — (11,680 ) — (12,122 ) (Loss) Gain on Derivatives, Net 10,861 — (475 ) — 10,386 Other Income 20 — — 20 Loss on Extinguishments of Debt — — (3,271 ) (3,271 ) Income (Loss) From Equity in Consolidated Subsidiaries (1 ) — 6,346 (6,345 ) — TOTAL OTHER INCOME (EXPENSE) 10,438 — (9,080 ) (6,345 ) (4,987 ) INCOME (LOSS) BEFORE INCOME TAX 6,346 (1 ) (9,603 ) (6,345 ) (9,603 ) Income Tax Benefit — — — — — NET INCOME (LOSS) 6,346 (1 ) (9,603 ) (6,345 ) (9,603 ) Preferred Stock Dividends — — (598 ) — (598 ) NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 6,346 $ (1 ) $ (10,201 ) $ (6,345 ) $ (10,201 ) REX ENERGY CORPORATION AND SUBSIDIARIES (DEBTOR-IN-POSSESSION) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2017 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance OPERATING REVENUE Natural Gas, Condensate and NGL Sales $ 99,522 $ — $ — $ — $ 99,522 Other Revenue 11 — — — 11 TOTAL OPERATING REVENUE 99,533 — — — 99,533 OPERATING EXPENSES Production and Lease Operating Expense 58,308 — — — 58,308 General and Administrative Expense 8,232 — 596 — 8,828 Gain on Disposal of Assets (1,959 ) — — — (1,959 ) Impairment Expense 4,577 — — — 4,577 Exploration Expense 319 — — — 319 Depreciation, Depletion, Amortization and Accretion 30,969 — — — 30,969 Other Operating (Income) Expense (119 ) 1 — — (118 ) TOTAL OPERATING EXPENSES 100,327 1 596 — 100,924 LOSS FROM OPERATIONS (794 ) (1 ) (596 ) — (1,391 ) OTHER INCOME (EXPENSE) Interest Expense (809 ) — (20,457 ) — (21,266 ) (Loss) Gain on Derivatives, Net 20,659 — (1,893 ) — 18,766 Other Expense (7 ) — — — (7 ) Loss on Extinguishments of Debt — — (3,022 ) — (3,022 ) Income (Loss) From Equity in Consolidated Subsidiaries (1 ) — 19,048 (19,047 ) — TOTAL OTHER INCOME (EXPENSE) 19,842 — (6,324 ) (19,047 ) (5,529 ) INCOME (LOSS) BEFORE INCOME TAX 19,048 (1 ) (6,920 ) (19,047 ) (6,920 ) Income Tax Benefit — — — — — NET INCOME (LOSS) 19,048 (1 ) (6,920 ) (19,047 ) (6,920 ) Preferred Stock Dividends — — (1,196 ) — (1,196 ) NET (LOSS) INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 19,048 $ (1 ) $ (8,116 ) $ (19,047 ) $ (8,116 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2017 ($ in Thousands) Guarantor Subsidiaries Non-Guarantor Subsidiaries Rex Energy Corporation (Note Issuer) Eliminations Consolidated Balance CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 19,048 $ (1 ) $ (6,920 ) $ (19,047 ) $ (6,920 ) Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation, Depletion, Amortization and Accretion 30,969 — — — 30,969 (Gain) Loss on Derivatives, Net (20,659 ) — 1,893 — (18,766 ) Cash Settlements of Derivatives (5,525 ) — — — (5,525 ) Equity-based Compensation Expense — — 571 — 571 Non-cash Exploration Expense 13 — — — 13 Gain on Disposal of Assets (1,959 ) — — — (1,959 ) Loss on Extinguishments of Debt — — 3,022 — 3,022 Non-cash Interest Expense — — 12,431 — 12,431 Impairment Expense 4,577 — — — 4,577 Other Non-Cash Expense 41 — — — 41 Changes in operating assets and liabilities Accounts Receivable 7,232 — (3 ) — 7,229 Taxes Receivable — 163 Inventory, Prepaid Expenses and Other Assets 638 — (586 ) — 52 Accounts Payable and Accrued Liabilities (1,484 ) — — — (1,484 ) Other Assets and Liabilities (1,104 ) — — — (1,104 ) NET CASH PROVIDED BY OPERATING ACTIVITIES 31,787 (1 ) 10,571 (19,047 ) 23,310 CASH FLOWS FROM INVESTING ACTIVITIES Intercompany loans to subsidiaries 4,063 1 (23,111 ) 19,047 — Proceeds from the Sale of Oil and Gas Properties, Prospects and Other Assets 24,513 — — — 24,513 Acquisitions of Undeveloped Acreage (1,783 ) — — — (1,783 ) Capital Expenditures for Development of Oil and Gas Properties and Equipment (54,004 ) — — — (54,004 ) NET CASH USED IN INVESTING ACTIVITIES (27,211 ) 1 (23,111 ) 19,047 (31,274 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Long-Term Debt and Lines of Credit, net of Discounts — — 171,000 — 171,000 Repayments of Long Term Debt and Lines of Credit — — (145,170 ) — (145,170 ) Repayments of Loans and Other Long-Term Debt (319 ) — — — (319 ) Debt Issuance Costs — (7,791 ) (7,791 ) Payment of Preferred Dividends in arrears — — (598 ) — (598 ) NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (319 ) — 17,441 — 17,122 NET INCREASE IN CASH 4,257 — 4,901 — 9,158 CASH – BEGINNING 3,694 — 3 — 3,697 CASH - ENDING $ 7,951 $ — $ 4,904 $ — $ 12,855 |