Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the transition period from_______ to_______              
Commission File Number: 001-36273
Rice Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware
 
46-3785773
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
2200 Rice Drive
Canonsburg, Pennsylvania
 
15317
(Address of principal executive offices)
 
(Zip code)
 
 
 
(724) 271-7200
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYes ¨No
 
 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þYes ¨No
 
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
 
Accelerated filer ¨
Non-accelerated filer ¨
 
Smaller reporting company ¨
(Do not check if a smaller reporting company)
 
Emerging growth company ¨

 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨Yes þNo
 
 
 
The number of shares of the registrant’s common stock outstanding as of August 1, 2017: 213,797,601 shares of common stock.





RICE ENERGY INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
 
 
Page
 
 
PART I
 
 
PART II
 
 


2



Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact, included in this Quarterly Report regarding our strategy, future operations, financial position, estimated revenues and income/losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “could,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”) on file with the Securities and Exchange Commission (the “SEC”) and in this Quarterly Report.
Forward-looking statements may include statements about:
our pending merger with EQT Corporation;
our business strategy;
our reserves;
our financial strategy, liquidity and capital required for our development program;
realized natural gas, natural gas liquid (“NGL”) and oil prices;
timing and amount of future production of natural gas, NGLs and oil;
our hedging strategy and results;
our future drilling plans;
competition and government regulations;
pending legal or environmental matters;
our marketing of natural gas, NGLs and oil;
our leasehold or business acquisitions;
costs of developing our properties and conducting our gathering and other midstream operations;
operations of Rice Midstream Partners LP;
monetization transactions, including asset sales to Rice Midstream Partners LP;
general economic conditions;
credit and capital markets;
uncertainty regarding our future operating results; and
plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical.
We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development, production, gathering and sale of natural gas, NGLs and oil. These risks include, but are not limited to: commodity price volatility; inflation; lack of availability of drilling and production equipment and services; environmental risks; drilling and other operating risks; regulatory changes; the uncertainty inherent in estimating natural gas reserves and in projecting future rates of production, cash flow and access to capital; the timing of development expenditures; risks relating to joint venture operations; and the other risks described under the heading “Item 1A. Risk Factors” in our 2016 Annual Report.
Reserve engineering is a process of estimating underground accumulations of natural gas, NGLs and oil that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions could change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas, and NGLs and oil that are ultimately recovered.
Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
All forward-looking statements, expressed or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report.

3



Commonly Used Defined Terms
As used in the Quarterly Report, unless the context indicates or otherwise requires, the following terms have the following meanings:
“Rice Energy,” the “Company,” “we,” “our,” “us” or like terms refer collectively to Rice Energy Inc. and its consolidated subsidiaries;
“Rice Energy Operating” or “REO” refers to Rice Energy Operating LLC, a subsidiary of Rice Energy formerly known as Rice Energy Appalachia, LLC;
“Rice Drilling B” refers to Rice Drilling B LLC, a subsidiary of Rice Energy;
the “Partnership” or “RMP” refers to Rice Midstream Partners LP (NYSE: RMP);
“Rice Midstream OpCo” refers to Rice Midstream OpCo LLC, a wholly-owned subsidiary of RMP;
“Midstream Holdings” refers to Rice Midstream Holdings LLC, a subsidiary of Rice Energy;
“GP Holdings” refers to Rice Midstream GP Holdings LP, a subsidiary of Rice Energy;
“Vantage” refers collectively to Vantage Energy, LLC and Vantage Energy II, LLC;
the “Vantage Acquisition” refers to the Company’s acquisition of Vantage and its subsidiaries; and
“EQT” refers to EQT Corporation.

    


4



PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Rice Energy Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands)
June 30, 2017
 
December 31, 2016
Assets
 
 
 
Current assets:
 
 
 
Cash
$
161,540

 
$
470,043

Accounts receivable
339,419

 
218,625

Prepaid expenses and other
11,347

 
5,059

Derivative assets
10,624

 
689

Total current assets
522,930

 
694,416

 
 
 
 
Long-term assets:
 
 
 
Gas collateral account
5,332

 
5,332

Property, plant and equipment, net
6,446,251

 
6,117,912

Acquisition deposit
18,033

 

Deferred financing costs, net
33,274

 
36,384

Goodwill
879,011

 
879,011

Intangible assets, net
43,717

 
44,525

Derivative assets
45,713

 
39,328

Other non-current assets
789

 
614

Total assets
$
7,995,050

 
$
7,817,522

 
 
 
 
Liabilities, mezzanine equity and stockholders’ equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
24,131

 
$
18,244

Royalties payable
104,091

 
87,098

Accrued capital expenditures
176,594

 
124,700

Accrued interest
14,540

 
14,440

Leasehold payable
19,538

 
22,869

Embedded derivative liability
15,417

 

Derivative liabilities
39,061

 
139,388

Other accrued liabilities
90,194

 
126,007

Total current liabilities
483,566

 
532,746

 
 
 
 
Long-term liabilities:
 
 
 
Long-term debt
1,599,779

 
1,522,481

Leasehold payable
12,279

 
9,237

Deferred tax liabilities
362,767

 
358,626

Derivative liabilities
24,591

 
26,477

Other long-term liabilities
90,204

 
81,348

Total liabilities
2,573,186

 
2,530,915

 
 
 
 
Mezzanine equity:
 
 
 
Redeemable noncontrolling interest, net (Note 10)
396,711

 
382,525

 
 
 
 
Stockholders’ equity:
 
 
 

5


Common stock, $0.01 par value; authorized - 650,000,000 shares; issued and outstanding - 211,644,987 shares and 202,606,908 shares, respectively
2,117

 
2,026

Preferred stock, $0.01 par value; authorized - 50,000,000 shares; issued and outstanding - 31,521 and 40,000 shares, respectively

 

Additional paid in capital
3,473,266

 
3,313,917

Accumulated deficit
(350,514
)
 
(407,741
)
Stockholders’ equity before noncontrolling interest
3,124,869

 
2,908,202

Noncontrolling interests in consolidated subsidiaries
1,900,284

 
1,995,880

Total liabilities, mezzanine equity and stockholders’ equity
$
7,995,050

 
$
7,817,522

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

6


Rice Energy Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(in thousands, except share data)
2017
 
2016
 
2017
 
2016
Operating revenues:
 
 
 
 
 
 
 
Natural gas, oil and natural gas liquids sales
$
348,892

 
$
122,312

 
$
705,726

 
$
234,754

Gathering, compression and water services
38,065

 
23,728

 
68,408

 
48,280

Other revenue
11,350

 
9,958

 
17,979

 
12,906

Total operating revenues
398,307

 
155,998

 
792,113

 
295,940

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Lease operating (1)
17,645

 
9,038

 
40,294

 
20,109

Gathering, compression and transportation
39,131

 
27,169

 
78,557

 
55,301

Production taxes and impact fees
6,679

 
2,659

 
12,832

 
4,310

Exploration
7,106

 
5,548

 
11,118

 
6,538

Midstream operation and maintenance
8,348

 
4,555

 
14,998

 
14,177

Incentive unit expense
4,800

 
14,840

 
7,683

 
38,982

Acquisition expense
2,408

 
84

 
2,615

 
556

Impairment of gas properties

 

 
92,355

 

Impairment of fixed assets

 

 

 
2,595

General and administrative (1)
39,226

 
29,272

 
73,050

 
54,145

Depreciation, depletion and amortization
145,904

 
84,752

 
282,782

 
163,937

Amortization of intangible assets
406

 
403

 
808

 
811

Other expense
13,207

 
11,457

 
19,365

 
15,648

Total operating expenses
284,860

 
189,777

 
636,457

 
377,109

 
 
 
 
 
 
 
 
Operating income (loss)
113,447

 
(33,779
)
 
155,656

 
(81,169
)
Interest expense
(27,269
)
 
(24,802
)
 
(54,292
)
 
(49,323
)
Other income
273

 
2,549

 
453

 
2,762

Gain (loss) on derivative instruments
103,558

 
(201,555
)
 
88,779

 
(131,376
)
Loss on embedded derivatives
(15,417
)
 

 
(15,417
)
 

Amortization of deferred financing costs
(3,426
)
 
(1,618
)
 
(6,078
)
 
(3,169
)
Income (loss) before income taxes
171,166

 
(259,205
)
 
169,101

 
(262,275
)
Income tax (expense) benefit
(33,917
)
 
120,496

 
(33,341
)
 
126,871

Net income (loss)
137,249

 
(138,709
)
 
135,760

 
(135,404
)
Less: Net income attributable to noncontrolling interests
(53,724
)
 
(17,977
)
 
(78,533
)
 
(38,870
)
Net income (loss) attributable to Rice Energy Inc.
83,525

 
(156,686
)
 
57,227

 
(174,274
)
Less: Preferred dividends and accretion of redeemable noncontrolling interests
(20,656
)
 
(7,944
)
 
(28,988
)
 
(11,402
)
Net income (loss) attributable to Rice Energy Inc. common stockholders
$
62,869

 
$
(164,630
)
 
$
28,239

 
$
(185,676
)
 
 
 
 
 
 
 
 
Earnings (loss) per share—basic
$
0.31

 
$
(1.07
)
 
$
0.14

 
$
(1.28
)
Earnings (loss) per share—diluted
$
0.30

 
$
(1.07
)
 
$
0.14

 
$
(1.28
)

(1)
Stock-based compensation expense of $0.2 million and $6.2 million is included in lease operating and general and administrative expense, respectively, for the three months ended June 30, 2017, and $0.1 million and $6.1 million is included in lease operating and

7


general and administrative expense, respectively, for the three months ended June 30, 2016. Stock-based compensation expense of $0.4 million and $11.3 million was included in lease operating and general and administrative expense, respectively, for the six months ended June 30, 2017, and $0.2 million and $10.8 million was included in lease operating and general and administrative expense, respectively, for the six months ended June 30, 2016. See Note 14 for additional information.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

8


Rice Energy Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Six Months Ended June 30,
(in thousands)
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income (loss)
$
135,760

 
$
(135,404
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
282,782

 
163,937

Amortization of deferred financing costs
6,078

 
3,169

Amortization of intangibles
808

 
811

Exploration
11,118

 
6,538

Incentive unit expense
7,683

 
38,982

Stock compensation expense
11,701

 
10,789

Impairment of fixed assets

 
2,595

Impairment of gas properties
92,355

 

Derivative instruments fair value (gain) loss
(88,779
)
 
131,376

Cash (payments) receipts for settled derivatives
(31,502
)
 
133,205

Deferred income tax benefit (expense)
24,541

 
(126,871
)
Loss on embedded derivatives
15,417

 

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(116,958
)
 
(21,995
)
Prepaid expenses and other assets
(7,342
)
 
(530
)
Accounts payable
1,345

 
(4,894
)
Accrued liabilities and other
(35,549
)
 
572

Royalties payable
16,993

 
614

Net cash provided by operating activities
326,451

 
202,894

 
 
 
 
Cash flows from investing activities:
 
 
 
Capital expenditures for property and equipment
(644,326
)
 
(484,529
)
Acquisitions
(3,671
)
 
(7,744
)
Acquisition deposit
(18,033
)
 

Net cash used in investing activities
(666,030
)
 
(492,273
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from borrowings
75,500

 
120,000

Repayments of debt obligations
(768
)
 
(255,690
)
Shares of common stock issued in April 2016 offering, net of offering costs

 
311,764

RMP common units issued in the Partnership’s June 2016 offering, net of offering costs

 
164,150

RMP common units issued in the Partnership’s ATM program, net of offering costs

 
15,782

Net cash contributions to Strike Force Midstream by Gulfport Midstream
21,815

 

Debt issuance costs
(1,399
)
 
(669
)
Distributions to the Partnership’s public unitholders
(40,202
)
 
(17,636
)
Proceeds from issuance of redeemable noncontrolling interests, net of offering costs

 
368,767

Preferred dividends on Series B Units
(15,270
)
 
(3,576
)
Employee tax withholding for settlement of stock compensation award vestings
(8,600
)
 

Proceeds from conversion of warrants

 
100

Net cash provided by financing activities
31,076

 
702,992

 
 
 
 
Net (decrease) increase in cash
(308,503
)
 
413,613


9


Cash at the beginning of the year
470,043

 
151,901

Cash at the end of the period
$
161,540

 
$
565,514

 
 
 
 
(in thousands)
 
 
 
Supplemental disclosure of non-cash investing and financing activities:
 
 
 
Asset contribution to Strike Force Midstream by Gulfport Midstream
$

 
$
22,500

Capital expenditures financed by accounts payable
$
18,899

 
$
18,658

Capital expenditures financed by accrued capital expenditures
$
176,594

 
$
79,362

Natural gas properties financed through deferred payment obligations
$
31,817

 
$
11,097

Conversion of REO Common Units into Rice Energy common stock
$
176,402

 
$


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


10


Rice Energy Inc.
Condensed Consolidated Statements of Equity
(Unaudited)
(in thousands)
Common Stock ($0.01 par)
 
Additional Paid-In Capital
 
Accumulated (Deficit) Earnings
 
Stockholders Equity before Non-Controlling Interest
 
Non-Controlling Interest
 
Total
Balance, January 1, 2016
$
1,364

 
$
1,416,523

 
$
(137,990
)
 
$
1,279,897

 
$
624,571

 
$
1,904,468

Incentive unit compensation

 
38,982

 

 
38,982

 

 
38,982

Stock compensation

 
9,151

 

 
9,151

 
2,070

 
11,221

Issuance of common stock upon vesting of stock compensation awards, net of tax withholdings
2

 
(1,459
)
 

 
(1,457
)
 

 
(1,457
)
Issuance of phantom units upon vesting of equity-based compensation, net of tax withholdings

 
(3,182
)
 

 
(3,182
)
 
2,063

 
(1,119
)
Shares of common stock issued in April 2016 offering, net of offering costs
200

 
311,564

 

 
311,764

 

 
311,764

Conversion of warrants into shares of common stock

 
100

 

 
100

 

 
100

Preferred dividends on redeemable noncontrolling interest

 
(10,719
)
 

 
(10,719
)
 

 
(10,719
)
Accretion of redeemable noncontrolling interest

 
(683
)
 

 
(683
)
 

 
(683
)
RMP common units issued in the Partnership’s June 2016 offering, net of offering costs

 

 

 

 
164,150

 
164,150

RMP common units issued pursuant to the Partnership’s ATM program, net of offering costs

 

 

 

 
15,782

 
15,782

Distributions to the Partnership’s public unitholders

 

 

 

 
(17,636
)
 
(17,636
)
Contribution from noncontrolling interest

 

 

 

 
25,530

 
25,530

Consolidated net (loss) income

 

 
(174,274
)
 
(174,274
)
 
38,870

 
(135,404
)
Balance, June 30, 2016
$
1,566

 
$
1,760,277

 
$
(312,264
)
 
$
1,449,579

 
$
855,400

 
$
2,304,979

 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2017
$
2,026

 
$
3,313,917

 
$
(407,741
)
 
$
2,908,202

 
$
1,995,880

 
$
4,904,082

Incentive unit compensation

 
7,683

 

 
7,683

 

 
7,683

Stock compensation

 
13,474

 

 
13,474

 
259

 
13,733

Issuance of common stock upon vesting of stock compensation awards, net of tax withholdings
6

 
(8,606
)
 

 
(8,600
)
 

 
(8,600
)
Preferred dividends on redeemable noncontrolling interest

 
(15,333
)
 

 
(15,333
)
 

 
(15,333
)
Accretion of redeemable noncontrolling interest

 
(14,186
)
 

 
(14,186
)
 

 
(14,186
)
Contribution from noncontrolling interest

 

 

 

 
21,815

 
21,815

REO Common Unit conversion into Rice Energy common stock, net of tax
85

 
176,317

 

 
176,402

 
(156,001
)
 
20,401

Distributions to the Partnership’s public unitholders

 

 

 

 
(40,202
)
 
(40,202
)
Consolidated net income

 

 
57,227

 
57,227

 
78,533

 
135,760

Balance, June 30, 2017
$
2,117

 
$
3,473,266

 
$
(350,514
)
 
$
3,124,869

 
$
1,900,284

 
$
5,025,153


11


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

12


Rice Energy Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements of Rice Energy Inc. (the “Company”) have been prepared by the Company’s management in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and applicable rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, they do not include all of the information and footnotes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements included herein contain all adjustments which are, in the opinion of management, necessary to present fairly the Company’s financial position as of June 30, 2017 and December 31, 2016, its condensed consolidated statements of operations for the three and six months ended June 30, 2017 and 2016, and its statements of cash flows and equity for the six months ended June 30, 2017 and 2016.
The accompanying condensed consolidated financial statements include the financial results of the Company, its consolidated subsidiaries and certain variable interest entities in which the Company is the primary beneficiary. See Note 13 for additional discussion of variable interest entities.
These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes therein for the year ended December 31, 2016, as filed with the Securities and Exchange Commission (“SEC”) by the Company in its Annual Report on Form 10-K (the “2016 Annual Report”). Certain prior period financial statement amounts have been reclassified to conform to current period presentation. All intercompany transactions have been eliminated in consolidation.
Proposed Merger with EQT Corporation
On June 19, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with EQT Corporation (“EQT”), pursuant to which, subject to the satisfaction or waiver of certain conditions, an indirect, wholly-owned subsidiary of EQT will merge with and into the Company (the “Merger”), and immediately thereafter the Company will merge with and into another indirect, wholly-owned subsidiary of EQT (“LLC Sub”), with LLC Sub continuing as the surviving entity in such merger as an indirect, wholly-owned subsidiary of EQT.
On the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the respective boards of directors of EQT and the Company, at the effective time of the Merger, each share of the Company’s common stock issued and outstanding immediately before that time (other than shares of the Company’s common stock held by EQT or certain of its direct and indirect subsidiaries, shares held by the Company in treasury or shares with respect to which appraisal has been properly demanded pursuant to Delaware law) will automatically be converted into the right to receive 0.37 shares of EQT common stock and $5.30 in cash. The consummation of the Merger is subject to approval by the shareholders of both the Company and EQT and certain customary regulatory and other closing conditions and is expected to occur in the fourth quarter of 2017.
The Merger Agreement provides for certain termination rights for both the Company and EQT, including the right of either party to terminate the Merger Agreement if the Merger is not consummated by February 19, 2018 (which may be extended by either party to May 19, 2018 under certain circumstances). Upon termination of the Merger Agreement under certain specified circumstances, the Company may be required to pay EQT, or EQT may be required to pay the Company, a termination fee of $255.0 million. In addition, if the Merger Agreement is terminated because of a failure of a party’s shareholders to approve the proposals required to complete the Merger, that party may be required to reimburse the other party for its transaction expenses in an amount equal to $67.0 million.
2.
Acquisitions
Vantage Acquisition
On October 19, 2016, the Company completed the acquisition of Vantage Energy, LLC and Vantage Energy II, LLC (collectively, “Vantage”) and their subsidiaries (the “Vantage Acquisition”) pursuant to the terms of the Purchase and Sale Agreement (the “Vantage Purchase Agreement”) dated September 26, 2016 between and among the Company, Vantage Energy Investment LLC, Vantage Energy Investment II LLC and Vantage. Pursuant to the terms of the Vantage Purchase Agreement, Rice Energy Operating LLC (“Rice Energy Operating”) acquired Vantage from certain affiliates of Quantum Energy Partners, Riverstone Holdings LLC and Lime Rock Partners (such affiliates, the “Vantage Sellers”) for approximately $2.7 billion, which consisted of approximately $1.0 billion in cash, the assumption of net debt of approximately $707.0 million and the issuance of

13


40.0 million common units in Rice Energy Operating that were immediately exchangeable into 40.0 million shares of common stock of the Company, valued at approximately $1.0 billion.
On September 26, 2016, the Company entered into a Purchase and Sale Agreement (the “Midstream Purchase Agreement”) by and between the Company and Rice Midstream Partners LP (the “Partnership”). Pursuant to the terms of the Midstream Purchase Agreement, as amended, immediately following the close of the Vantage Acquisition on October 19, 2016, the Partnership acquired from the Company all of the outstanding membership interests of Vantage Energy II Access, LLC and Vista Gathering, LLC (collectively, the “Vantage Midstream Entities,” and such acquisition, the “Vantage Midstream Acquisition”). The Partnership’s acquisition of the Vantage Midstream Entities from the Company is accounted for as a combination of entities under common control at historical cost. The Vantage Midstream Entities, which became wholly-owned subsidiaries of the Partnership upon the completion of the acquisition of the Vantage Midstream Entities, own midstream assets, including approximately 30 miles of dry gas gathering and compression assets. In consideration for the acquisition of the Vantage Midstream Entities, the Partnership paid the Company $600.0 million in aggregate cash consideration, which the Partnership funded through the net proceeds of a private placement of Partnership common units and borrowings under its revolving credit facility.
Allocation of Purchase Price
The following table summarizes the preliminary purchase price and the preliminary estimated values of assets and liabilities assumed based on the fair value as of October 19, 2016, with any excess of the purchase price over the estimated fair value of the identified net assets acquired recorded as goodwill. Approximately $369.0 million and $470.8 million of goodwill has been allocated to the Exploration and Production segment and Rice Midstream Partners segment, respectively. Included within the Rice Midstream Partners segment is goodwill of $15.4 million, attributable to the enhanced cash flow distributions to Rice Midstream GP Holdings LP (“GP Holdings”) expected to result from the Vantage Midstream Acquisition. The amount of goodwill allocated to the Rice Midstream Partners segment includes an acquired 67.5% interest in the Wind Ridge system previously owned by Access Midstream Partners. The Partnership acquired the Wind Ridge system in connection with the Vantage Midstream Acquisition for approximately $14.3 million, of which $10.9 million was ascribed to property and equipment and $3.4 million to goodwill. Goodwill primarily relates to the Company’s ability to control the Vantage acquired assets and recognize synergies related to administrative and capital efficiencies, extended laterals, the creation of additional contiguous leasing opportunities not previously available and additional dedicated acreage.
Certain data necessary to complete the purchase price allocation is not yet available, including, but not limited to, title defect analysis. The Company expects to complete the purchase price allocation once it has received all of the necessary information, but no later than one year from the date of completion of the Vantage Acquisition. Prior to the completion of the Company’s purchase price allocation, the value of the assets and liabilities may be revised as appropriate. Goodwill associated with the Vantage Acquisition is fully deductible for tax purposes.
(in thousands)
 
 
Consideration Given:
 
 
Fair value of issued Rice Energy Operating units
 
$
1,001,200

Cash consideration, net of cash acquired
 
981,080

Total consideration
 
$
1,982,280

 
 
 
Estimated Fair Value of Assets Acquired and Liabilities Assumed:
 
 
Current assets, net of cash acquired
 
$
49,532

Natural gas and oil properties
 
2,178,076

Midstream property, plant and equipment
 
144,562

Other non-current assets
 
27,437

Current liabilities
 
(103,322
)
Fair value of debt assumed
 
(706,912
)
Other non-current liabilities
 
(51,052
)
Noncontrolling interest in Rice Energy Operating
 
(395,910
)
Total estimated fair value of assets acquired and liabilities assumed
 
$
1,142,411

Goodwill
 
$
839,869


14


The fair value of natural gas and oil properties are based on inputs that are not observable in the market and therefore represent Level 3 inputs. The fair values of natural gas and oil properties were measured using valuation techniques that convert future cash flows into a single discounted amount. Significant inputs to the valuation of natural gas and oil properties included estimates of: (i) recoverable reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average cost of capital rate. These inputs required significant judgments and estimates by management at the time of the valuation and are the most sensitive and may be subject to change. The fair value of undeveloped property was determined based upon a market approach of comparable transactions using Level 3 inputs.
The fair value measurements of the debt assumed were determined using Level 1 inputs. The debt balance includes amounts related to Vantage’s second lien note and amounts outstanding under Vantage’s credit facility, which were assumed by the Company and repaid concurrent to the Vantage Acquisition.
The valuation of Rice Energy Operating common units issued as consideration was primarily calculated based upon Level 1 inputs. The common unit value was included as an input in determining the fair value of the noncontrolling interests, which were further adjusted using level 3 inputs to reflect the value of ownership retained by the Vantage Sellers.
Post-Acquisition Operating Results
The Vantage Acquisition contributed the following to the Company’s consolidated operating results for the three and six months ended June 30, 2017.
(in thousands)
 
Three Months Ended June 30, 2017
 
Six Months Ended June 30, 2017
Revenue attributable to Rice Energy Inc.
 
$
106,042

 
$
201,878

Net income (loss) attributable to noncontrolling interests
 
$
3,000

 
$
(2,827
)
Net income (loss) attributable to Rice Energy Inc.
 
$
15,816

 
$
(15,615
)
Unaudited Pro Forma Information
The following table presents unaudited pro forma combined financial information for the three and six months ended June 30, 2016, which presents the Company’s results as though the Vantage Acquisition had been completed at January 1, 2016. The pro forma combined financial information is not necessarily indicative of the results that might have actually occurred had the Vantage Acquisition been completed at January 1, 2016; furthermore, the financial information is not intended to be a projection of future results.
 
 
Pro Forma
(in thousands, except per share data)
 
Three Months Ended June 30, 2016
 
Six Months Ended June 30, 2016
Operating revenues
 
$
211,649

 
$
401,735

Net loss
 
$
(232,925
)
 
$
(198,647
)
Less: Net loss (income) attributable to noncontrolling interests
 
$
17,895

 
$
(9,574
)
Net loss attributable to Rice Energy
 
$
(215,030
)
 
$
(208,221
)
Loss per share (basic)
 
$
(1.21
)
 
$
(1.10
)
Loss per share (diluted)
 
$
(1.21
)
 
$
(1.10
)
3.
Impairment
The carrying values of the Company’s proved properties are reviewed periodically when events or circumstances indicate that the remaining carrying amount may not be recoverable. This evaluation is performed at the lowest levels for which there are identifiable cash flows that are largely independent of other groups of assets by comparing estimated undiscounted cash flows to the carrying value and including risk-adjusted probable and possible reserves, if deemed reasonable. Key assumptions utilized in determining the estimated undiscounted future cash flows are generally consistent with assumptions used in the Company’s budgeting and forecasting processes. If the carrying value of proved properties exceeds the estimated undiscounted future cash flows, they are written down to fair value. Fair value of proved properties is estimated by discounting the estimated future cash flows using discount rates and consideration of expected assumptions that would be used by a market participant.
During the first quarter of 2017, the Company identified significant declines in forward Waha basis differentials, which is the primary sales point for its Fort Worth Basin production. Such expected prolonged declines indicated a potential impairment trigger, and, as a result, the Company performed an asset recoverability test of its Fort Worth Basin properties. Based upon the results of the recoverability assessment, the Company concluded that the carrying value of its Fort Worth Basin properties exceeded its undiscounted cash flows. The fair value of the Fort Worth Basin proved properties was determined using a combination of the market and income approach to determine fair value. Significant inputs to the valuation of the

15


discounted cash flows of natural gas and oil properties included estimates of: (i) recoverable reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average cost of capital rate. These inputs required significant judgments and estimates by management which included Level 3 unobservable inputs to the fair value measurement. The difference between the carrying value and fair value resulted in an asset impairment of $92.4 million within the Exploration and Production segment during the first quarter of 2017.
4.
Accounts Receivable
Accounts receivable are primarily from the Company’s joint interest partners and natural gas marketers. The Company extends credit to parties in the normal course of business based upon management’s assessment of their creditworthiness. An allowance is provided for those accounts for which collection is estimated as doubtful; uncollectible accounts are written off and charged against the allowance. In estimating the allowance, management considers, among other things, how recently and how frequently payments have been received and the financial position of the party. Allowances for uncollectible accounts were not material for the periods presented. Accounts receivable as of June 30, 2017 and December 31, 2016 are detailed below.
(in thousands)
June 30, 2017
 
December 31, 2016
Joint interest
$
141,910

 
$
53,577

Natural gas sales
173,745

 
145,887

Other
23,764

 
19,161

Total accounts receivable
$
339,419

 
$
218,625

5.
Long-Term Debt
Long-term debt consists of the following as of June 30, 2017 and December 31, 2016:
(in thousands)
June 30, 2017
 
December 31, 2016
Long-term Debt
 
 
 
Senior Notes Due 2022, net of unamortized deferred financing costs and original discount issuances of $10,896 and $12,023, respectively (a)
$
889,104

 
$
887,977

Senior Notes Due 2023, net of unamortized deferred financing costs and original discount issuances of $7,825 and $8,496, respectively (b) 
392,175

 
391,504

Senior Secured Revolving Credit Facility (c)

 

Midstream Holdings Revolving Credit Facility (d)
112,500

 
53,000

RMP Revolving Credit Facility (e)
206,000

 
190,000

Total long-term debt
$
1,599,779

 
$
1,522,481

Senior Notes
6.25% Senior Notes Due 2022 (a)
The Company has $900.0 million in aggregate principal amount of 6.25% senior notes due 2022 outstanding (the “2022 Notes”). The 2022 Notes will mature on May 1, 2022, and interest is payable on the 2022 Notes on each May 1 and November 1. Upon the occurrence of a change of control, unless the Company has given notice to redeem the 2022 Notes, the holders of the 2022 Notes will have the right to require the Company to repurchase all or a portion of the 2022 Notes at a price equal to 101% of the aggregate principal amount of the 2022 Notes, plus any accrued and unpaid interest. The Company may redeem some or all of the 2022 Notes at redemption prices (expressed as percentages of principal amount) equal to 104.688% prior to May 1, 2018, 103.125% for the twelve-month period beginning May 1, 2018, 101.563% for the twelve-month period beginning on May 1, 2019 and 100.000% beginning on May 1, 2020, plus accrued and unpaid interest.
7.25% Senior Notes Due 2023 (b)
The Company has $400.0 million in aggregate principal amount of 7.25% senior notes due 2023 outstanding (the “2023 Notes”). The 2023 Notes will mature on May 1, 2023, and interest is payable on the 2023 Notes on each May 1 and November 1. At any time prior to May 1, 2018, the Company may redeem up to 35% of the 2023 Notes at a redemption price of 107.250% of the principal amount, plus accrued and unpaid interest, with the proceeds of certain equity offerings so long as the redemption occurs within 180 days of completing such equity offering and at least 65% of the aggregate principal amount of the 2023 Notes remains outstanding after such redemption. Prior to May 1, 2018, the Company may redeem some or all of the notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium and accrued and unpaid

16


interest. Upon the occurrence of a change of control, unless the Company has given notice to redeem the 2023 Notes, the holders of the 2023 Notes will have the right to require the Company to repurchase all or a portion of the 2023 Notes at a price equal to 101% of the aggregate principal amount of the 2023 Notes, plus any accrued and unpaid interest. On or after May 1, 2018, the Company may redeem some or all of the 2023 Notes at redemption prices (expressed as percentages of principal amount) equal to 105.438% for the twelve-month period beginning on May 1, 2018, 103.625% for the twelve-month period beginning May 1, 2019, 101.813% for the twelve-month period beginning on May 1, 2020 and 100.000% beginning on May 1, 2021, plus accrued and unpaid interest.
The 2022 Notes and the 2023 Notes (collectively, the “Notes”) are the Company’s senior unsecured obligations, rank equally in right of payment with all of the Company’s existing and future senior debt, and will rank senior in right of payment to all of the Company’s future subordinated debt. The Notes will be effectively subordinated to all of the Company’s existing and future secured debt to the extent of the value of the collateral securing such indebtedness. The Notes are jointly and severally, fully and unconditionally, guaranteed by the Company’s Guarantors.
Senior Secured Revolving Credit Facility (c)
In April 2013, the Company entered into a Senior Secured Revolving Credit Facility (the “Senior Secured Revolving Credit Facility”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders. In April 2014, the Company, as borrower, and Rice Drilling B LLC (“Rice Drilling B”), as predecessor borrower, amended and restated the credit agreement governing the Senior Secured Revolving Credit Facility to, among other things, assign all of the rights and obligations of Rice Drilling B as borrower under the Senior Secured Revolving Credit Facility to the Company.
In connection with the closing of the Vantage Acquisition, in October 2016, the Company entered into a Fourth Amended and Restated Credit Agreement (the “A&R Credit Agreement”), among the Company, Rice Energy Operating, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties thereto. The A&R Credit Agreement provides, among other things, for the assignment of the Company’s rights and obligations as borrower under the Senior Secured Revolving Credit Facility to Rice Energy Operating and the addition of the Company as a guarantor of those obligations.

On June 15, 2017, Rice Energy Operating, as borrower, and the Company, as parent guarantor, entered into the Third Amendment to the A&R Credit Agreement, pursuant to which the lenders under the A&R Credit Agreement completed their semi-annual redetermination of the borrowing base. Following the redetermination, the Company’s borrowing base and aggregate elected commitment amounts each increased from $1.45 billion to $1.6 billion.
As of June 30, 2017, the borrowing base was $1.6 billion and the sublimit for letters of credit was $400.0 million. The Company had zero borrowings outstanding and $211.0 million in letters of credit outstanding under the A&R Credit Agreement as of June 30, 2017, resulting in availability of $1.4 billion. The maturity date of the Senior Secured Revolving Credit Facility is October 19, 2021. The next redetermination of the borrowing base is expected to occur in October 2017.
Eurodollar loans under the Senior Secured Revolving Credit Facility bear interest at a rate per annum equal to LIBOR plus an applicable margin ranging from 225 to 325 basis points, depending on the percentage of borrowing base utilized, and base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 125 to 225 basis points, depending on the percentage of borrowing base utilized.
The A&R Credit Agreement also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Senior Secured Revolving Credit Facility to be immediately due and payable.
The Company was in compliance with such covenants and ratios effective as of June 30, 2017.

17


Midstream Holdings Revolving Credit Facility (d)
On December 22, 2014, Rice Midstream Holdings LLC (“Midstream Holdings”) entered into a credit agreement (the “Midstream Holdings Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders establishing a revolving credit facility (the “Midstream Holdings Revolving Credit Facility”) with a maximum credit amount of $300.0 million and a sublimit for letters of credit of $25.0 million.
As of June 30, 2017, Midstream Holdings had $112.5 million of borrowings outstanding and no letters of credit under this facility, resulting in availability of $187.5 million. The year-to-date average daily outstanding balance of the Midstream Holdings Revolving Credit Facility was approximately $74.6 million, and interest was incurred on the Midstream Holdings Revolving Credit Facility at a weighted average interest rate of 3.2% through June 30, 2017. The Midstream Holdings Revolving Credit Facility is available to fund working capital requirements and capital expenditures and to purchase assets. The maturity date of the Midstream Holdings Revolving Credit Facility is December 22, 2019.
Principal amounts borrowed are payable on the maturity date, and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans. Midstream Holdings may elect to borrow in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 225 to 300 basis points, depending on the leverage ratio then in effect. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 125 to 200 basis points, depending on the leverage ratio then in effect. Midstream Holdings also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.
The Midstream Holdings Credit Agreement also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Midstream Holdings Revolving Credit Facility to be immediately due and payable. Midstream Holdings was in compliance with such covenants and ratios effective as of June 30, 2017.
RMP Revolving Credit Facility (e)
On December 22, 2014, Rice Midstream OpCo LLC (“Rice Midstream OpCo”), a wholly-owned subsidiary of the Partnership, entered into a credit agreement (the “RMP Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders establishing a revolving credit facility (the “RMP Revolving Credit Facility”).
As of June 30, 2017, the RMP Revolving Credit Facility provided for lender commitments of $850.0 million, with an additional $200.0 million of commitments available under an accordion feature subject to lender approval. Rice Midstream OpCo had $206.0 million of borrowings outstanding and no letters of credit outstanding under the RMP Revolving Credit Facility as of June 30, 2017, resulting in availability of $644.0 million. The year-to-date average daily outstanding balance of the RMP Revolving Credit Facility was approximately $194.0 million, and interest was incurred at a weighted average annual interest rate of 2.9% through June 30, 2017. The RMP Revolving Credit Facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes and matures on December 22, 2019. The Partnership and its restricted subsidiaries are the guarantors of the obligations under the RMP Revolving Credit Facility.
Principal amounts borrowed are payable on the maturity date, and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans. Rice Midstream OpCo may elect to borrow in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 200 to 300 basis points, depending on the leverage ratio then in effect, and base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 100 to 200 basis points, depending on the leverage ratio then in effect. Rice Midstream OpCo also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.
The RMP Credit Agreement also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the RMP Revolving Credit Facility to be immediately due and payable. The Partnership was in compliance with such covenants and ratios effective as of June 30, 2017.
Expected Aggregate Maturities
Expected aggregate maturities of long-term debt as of June 30, 2017 are as follows (in thousands):

18


Remainder of Year Ending December 31, 2017
$

Year Ending December 31, 2018

Year Ending December 31, 2019
318,500

Year Ending December 31, 2020

Year Ending December 31, 2021 and Beyond
1,281,279

Total
$
1,599,779

Interest paid in cash was approximately $49.1 million and $55.1 million for the three and six months ended June 30, 2017, respectively, and $46.6 million and $49.1 million for the three and six months ended June 30, 2016, respectively.
6.
Derivative Instruments
The Company uses derivative commodity instruments that are placed with major financial institutions whose creditworthiness is regularly monitored. Substantially all of the Company’s derivative counterparties share in the Senior Secured Revolving Credit Facility collateral. The Company has entered into various derivative contracts to manage price risk and to achieve more predictable cash flows. As a result of the Company’s hedging activities, the Company may realize prices that are greater or less than the market prices that it would have received otherwise.
As of June 30, 2017, the Company has entered into derivative instruments with various financial institutions, fixing the price it receives for a portion of its future sales of produced natural gas. The Company’s fixed price derivatives primarily include swap and collar contracts that are tied to the commodity prices on NYMEX. As of June 30, 2017, the Company has entered into NYMEX hedging contracts through December 31, 2021, hedging a total of approximately 1,234 Bcfe of its projected natural gas production at a weighted average price of $2.99 per MMBtu. Additionally, the Company has entered into basis swap contracts to hedge the difference between the NYMEX index price and various local index prices. The fixed price and basis hedging contracts the Company has entered into through December 31, 2021 at other various sales points cover a total of approximately 1,165 Bcfe.

As a result of the entry into the Merger Agreement (as discussed in Note 1), the Company reassessed the probability of a Change in Control under the LLC Agreement and the GP Holdings A&R LPA and determined that the Change in Control was probable (all terms as defined in Note 10). As such, we assessed certain embedded derivatives requiring bifurcation in the LLC Agreement and GP Holdings A&R LPA and determined that the value of the Investor Put Right (as defined in Note 10) has increased as a result of the increased probability of the Change in Control. As of June 30, 2017, the fair value of the Investor Put Right embedded derivative was approximately $15.4 million and is included as an embedded derivative liability in the accompanying condensed consolidated balance sheet. Refer to Note 10 for further information.

The Company recognizes all derivative instruments as either assets or liabilities at fair value per Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) “Derivatives and Hedging (Topic 815).” The Company’s derivative commodity instruments have not been designated as hedges for accounting purposes; therefore, all gains and losses are recognized currently in earnings. The following tables present the gross amounts of the Company’s recognized derivative assets and liabilities, the amounts offset under netting arrangements with counterparties, and the resulting net amounts presented in the consolidated balance sheets for the periods presented, all at fair value:
 
As of June 30, 2017
(in thousands)
Derivative instruments, gross

Derivative instruments subject to master netting arrangements

Derivative Instruments, net
Derivative assets
$
131,000

 
$
(74,663
)
 
$
56,337

Derivative liabilities
$
157,612

 
$
(93,960
)
 
$
63,652

Embedded derivative liability
$
15,417

 
$

 
$
15,417

 
 
 
 
 
 
 
As of December 31, 2016
(in thousands)
Derivative instruments, gross
 
Derivative instruments subject to master netting arrangements
 
Derivative Instruments, net
Derivative assets
$
103,507

 
$
(63,490
)
 
$
40,017

Derivative liabilities
$
286,019

 
$
(120,154
)
 
$
165,865


19


7.
Fair Value of Financial Instruments
The Company determines the fair value of its financial instruments, which are comprised primarily of derivative instruments, on a recurring basis as these instruments are required to be recorded at fair value for each reporting amount. Certain amounts in the Company’s financial statements were measured at fair value on a nonrecurring basis, including discounts associated with long-term debt. Fair value is based on quoted market prices, where available. If quoted market prices are not available, fair value is based upon models that use as inputs market-based parameters, including but not limited to forward curves, discount rates, broker quotes, volatilities and nonperformance risk.
The Company has categorized its fair value measurements into a three-level fair value hierarchy, based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Company’s fair value measurements relating to derivative instruments are included in Level 2. Since the adoption of fair value accounting, the Company has not made any changes to its classification of financial instruments in each category.
Items included in Level 3 are valued using internal models that use significant unobservable inputs. Items included in Level 2 are valued using management’s best estimate of fair value corroborated by third-party quotes.
The following assets and liabilities were measured at fair value on a recurring basis during the period (refer to Note 6 for details relating to derivative instruments):
 
As of June 30, 2017
 
 
 
Fair Value Measurements at Reporting Date Using
(in thousands)
Carrying Value
 
Total Fair Value
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs (Level 3)
Assets:
 
 
 
 
 
 
 
 
 
Derivative instruments, at fair value
$
56,337

 
$
56,337

 
$

 
$
56,337

 
$

Total assets
$
56,337

 
$
56,337

 
$

 
$
56,337

 
$

 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Derivative instruments, at fair value
$
63,652

 
$
63,652

 
$

 
$
63,652

 
$

Embedded derivatives, at fair value
15,417

 
15,417

 

 

 
15,417

Total liabilities
$
79,069

 
$
79,069

 
$

 
$
63,652

 
$
15,417

 
As of December 31, 2016
 
 
 
Fair Value Measurements at Reporting Date Using
(in thousands)
Carrying Value
 
Total Fair Value
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs (Level 3)
Assets:
 
 
 
 
 
 
 
 
 
Derivative instruments, at fair value
$
40,017

 
$
40,017

 
$

 
$
40,017

 
$

Total assets
$
40,017

 
$
40,017

 
$

 
$
40,017

 
$

 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Derivative instruments, at fair value
$
165,865

 
$
165,865

 
$

 
$
165,865

 
$

Total liabilities
$
165,865

 
$
165,865

 
$

 
$
165,865

 
$

The carrying value of cash and cash equivalents approximates fair value due to the short maturity of the instruments. The Company’s non-financial assets, such as property, plant and equipment, goodwill and intangible assets are recorded at fair value upon business combination and are remeasured at fair value only if an impairment charge is recognized. To the extent necessary, the Company applies unobservable inputs and management judgment due to the absence of quoted market prices (Level 3) to the valuation methodologies for these non-financial assets.

20


The estimated fair value and gross carrying amount of long-term debt as reported on the condensed consolidated balance sheets as of June 30, 2017 and December 31, 2016 is shown in the table below (refer to Note 5 for details relating to the debt instruments). The fair value was estimated using Level 2 inputs based on rates reflective of the remaining maturity as well as the Company’s financial position. The gross carrying value of the revolving credit facilities approximates fair value for the periods presented below.
 
As of June 30, 2017
 
As of December 31, 2016
Long-Term Debt (in thousands)
Carrying Value
 
Fair Value
 
Carrying Value
 
Fair Value
Senior Notes Due 2022
$
900,000

 
$
942,750

 
$
900,000

 
$
929,250

Senior Notes Due 2023
397,791

 
433,000

 
397,601

 
428,000

Midstream Holdings Revolving Credit Facility
112,500

 
112,500

 
53,000

 
53,000

RMP Revolving Credit Facility
206,000

 
206,000

 
190,000

 
190,000

Total
$
1,616,291

 
$
1,694,250

 
$
1,540,601

 
$
1,600,250

8.
Financial Information by Business Segment
The Company is organized and operates in three different operating segments: the Exploration and Production segment, the Rice Midstream Holdings segment and the Rice Midstream Partners segment. The segments represent components of the Company that engage in activities (a) from which revenue is generated and expenses are incurred; (b) whose operating results are regularly reviewed by the Chief Operating Decision Maker, who makes decisions about resources to be allocated to the segment and (c) for which discrete financial information is available. Operating segments are evaluated on their contribution to the Company’s consolidated results based on operating income. Other income and expenses, interest and income taxes are managed on a consolidated basis. The segment accounting policies are the same as those described in Note 1 to the Company’s Consolidated Financial Statements for the year ended December 31, 2016 contained in its 2016 Annual Report.
The operating results of the Company’s reportable segments were as follows for the three months ended June 30, 2017:
(in thousands)
 
Exploration and Production
 
Rice Midstream Holdings
 
Rice Midstream Partners
 
Elimination of Intersegment Transactions
 
Consolidated Total
Total operating revenues
 
$
360,242

 
$
31,947

 
$
72,377

 
$
(66,259
)
 
$
398,307

Total operating expenses
 
301,801

 
11,847

 
25,364

 
(54,152
)
 
284,860

Operating income (loss)
 
$
58,441

 
$
20,100

 
$
47,013

 
$
(12,107
)
 
$
113,447

 
 
 
 
 
 
 
 
 
 
 
Capital expenditures for segment assets
 
$
268,254

 
$
61,351

 
$
29,530

 
$
(12,772
)
 
$
346,363

Depreciation, depletion and amortization
 
$
141,478

 
$
1,790

 
$
7,543

 
$
(4,907
)
 
$
145,904

The operating results of the Company’s reportable segments were as follows for the three months ended June 30, 2016:
(in thousands)
 
Exploration and Production
 
Rice Midstream Holdings
 
Rice Midstream Partners
 
Elimination of Intersegment Transactions
 
Consolidated Total
Total operating revenues
 
$
132,270

 
$
11,873

 
$
46,547

 
$
(34,692
)
 
$
155,998

Total operating expenses
 
191,718

 
7,872

 
17,547

 
(27,360
)
 
189,777

Operating (loss) income
 
$
(59,448
)
 
$
4,001

 
$
29,000

 
$
(7,332
)
 
$
(33,779
)
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures for segment assets
 
$
150,646

 
$
15,894

 
$
38,776

 
$
(10,506
)
 
$
194,810

Depreciation, depletion and amortization
 
$
79,515

 
$
1,556

 
$
6,855

 
$
(3,174
)
 
$
84,752

The operating results and assets of the Company’s reportable segments were as follows for the six months ended June 30, 2017:

21


(in thousands)
 
Exploration and Production
 
Rice Midstream Holdings
 
Rice Midstream Partners
 
Elimination of Intersegment Transactions
 
Consolidated Total
Total operating revenues
 
$
723,705

 
$
58,791

 
$
135,127

 
$
(125,510
)
 
$
792,113

Total operating expenses
 
672,971

 
18,858

 
47,518

 
(102,890
)
 
636,457

Operating income (loss)
 
$
50,734


$
39,933

 
$
87,609

 
$
(22,620
)
 
$
155,656

 
 
 
 
 
 
 
 
 
 
 
Capital expenditures for segment assets
 
$
494,014

 
$
123,782

 
$
58,036

 
$
(31,506
)
 
$
644,326

Depreciation, depletion and amortization
 
$
273,317

 
$
3,187

 
$
15,164

 
$
(8,886
)
 
$
282,782

Segment assets
 
$
6,019,255

 
$
589,584

 
$
1,471,348

 
$
(85,137
)
 
$
7,995,050

Goodwill
 
$
368,992

 
$

 
$
510,019

 
$

 
$
879,011

The operating results of the Company’s reportable segments were as follows for the six months ended June 30, 2016:
(in thousands)
 
Exploration and Production
 
Rice Midstream Holdings
 
Rice Midstream Partners
 
Elimination of Intersegment Transactions
 
Consolidated Total
Total operating revenues
 
$
247,660

 
$
22,524

 
$
101,090

 
$
(75,334
)
 
$
295,940

Total operating expenses
 
374,898

 
15,397

 
36,473

 
(49,659
)
 
377,109

Operating (loss) income
 
$
(127,238
)
 
$
7,127

 
$
64,617

 
$
(25,675
)
 
$
(81,169
)
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures for segment assets
 
$
386,320

 
$
54,267

 
$
75,019

 
$
(31,077
)
 
$
484,529

Depreciation, depletion and amortization
 
$
154,471

 
$
2,645

 
$
12,225

 
$
(5,404
)
 
$
163,937

The assets of the Company’s reportable segments were as follows as of December 31, 2016:
(in thousands)
 
Exploration and Production
 
Rice Midstream Holdings
 
Rice Midstream Partners
 
Elimination of Intersegment Transactions
 
Consolidated Total
Segment assets
 
$
6,120,530

 
$
360,292

 
$
1,399,217

 
$
(62,517
)
 
$
7,817,522

Goodwill
 
$
384,431

 
$

 
$
494,580

 
$

 
$
879,011

9.
Commitments and Contingencies
On October 14, 2013, the Company entered into a Development Agreement and Area of Mutual Interest Agreement (collectively, the “Utica Development Agreements”) with Gulfport Energy Corporation (“Gulfport”) covering approximately 50,000 aggregate net acres in the Utica Shale in Belmont County, Ohio. Pursuant to the Utica Development Agreements, the Company had approximately 68.7% participating interest in acreage currently owned or to be acquired by the Company or Gulfport located within Goshen and Smith Townships (the “Northern Contract Area”) and an approximately 48.2% participating interest in acreage currently owned or to be acquired by the Company or Gulfport located within Wayne and Washington Townships (the “Southern Contract Area”), each within Belmont County, Ohio. The majority of the remaining participating interests are held by Gulfport. The participating interests of the Company and Gulfport in each of the Northern and Southern Contract Areas approximated the Company’s then-current relative acreage positions in each area.
The Utica Development Agreements have terms of ten years and are terminable upon 90 days’ notice by either party; provided that, with respect to interests included within a drilling unit, such interests shall remain subject to the applicable joint operating agreement and the Company and Gulfport shall remain operators of drilling units located in the Northern and Southern Contract Areas, respectively, following such termination.
Firm Transportation

22


The Company has commitments for gathering and firm transportation under existing contracts with third parties. Future payments under these contracts as of June 30, 2017 totaled $4.9 billion (remainder of 2017 - $95.1 million, 2018 - $242.2 million, 2019 - $235.5 million, 2020 - $235.2 million, 2021 - $234.8 million, 2022 - $234.4 million and thereafter - $3.6 billion).
Drilling Rig Service Commitments
As of June 30, 2017, the Company had five horizontal rigs under contract, of which three expire in 2017, one expires in 2018 and one expires in 2019. The Company also had four tophole drilling rigs under contract, of which one expires in 2017, one expires in 2018 and two expire in 2019. Future payments under these contracts as of June 30, 2017 totaled $62.7 million (remainder of 2017 - $23.3 million, 2018 - $31.3 million and 2019 - $8.1 million). Any other rig performing work for the Company is performed on a well-by-well basis and therefore can be released without penalty at the conclusion of drilling on the current well, the costs of which have not been included in the amounts above. The values above represent the gross amounts that the Company is committed to pay without regard to its proportionate share based on its working interest.
Frac Sand Commitments
Commencing in January 2017, the Company has commitments for frac sand to be used as a proppant in its hydraulic fracturing operations. Future commitments under these contracts as of June 30, 2017 totaled $38.2 million (remainder of 2017 - $7.6 million, 2018 - $15.2 million and 2019 - $15.4 million).
Litigation
From time to time the Company is party to various legal and/or regulatory proceedings arising in the ordinary course of business. While the ultimate outcome and impact to the Company cannot be predicted with certainty, the Company believes that all such matters are without merit and involve amounts which, if resolved unfavorably, either individually or in the aggregate, will not have a material adverse effect on its financial condition, results of operations or cash flows. When it is determined that a loss is probable of occurring and is reasonably estimable, the Company accrues an undiscounted liability for such contingencies based on its best estimate using information available at the time. The Company discloses contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.
10.
Mezzanine Equity
On February 17, 2016, Midstream Holdings and GP Holdings, entered into a securities purchase agreement (the “Securities Purchase Agreement”) with EIG Energy Fund XVI, L.P., EIG Energy Fund XVI-E, L.P., and EIG Holdings (RICE) Partners, LP (collectively, the “Investors”) pursuant to which (i) Midstream Holdings agreed to issue and sell 375,000 Series B Units (“Series B Units”) with an aggregate liquidation preference of $375.0 million and (ii) GP Holdings agreed to issue and sell common units representing an 8.25% limited partner interest in GP Holdings (“GP Holdings Common Units”) for aggregate consideration of $375.0 million in a private placement (the “Midstream Holdings Investment”) exempt from the registration requirements under the Securities Act. In conjunction with the Securities Purchase Agreement, Midstream Holdings issued 1,000 Series A Units to Rice Energy Operating. The Midstream Holdings Investment closed on February 22, 2016 (the “Closing Date”).
In connection with the Closing Date, (i) Rice Energy Operating and the Investors entered into the Amended and Restated Limited Liability Company Agreement of Midstream Holdings (the “LLC Agreement”), which defines the preferences, rights, powers and duties of holders of the Series B Units and (ii) Rice Midstream GP Management LLC (“GP Management”), as general partner of GP Holdings, and Midstream Holdings and the Investors, as limited partners, entered into the Amended and Restated Agreement of Limited Partnership of GP Holdings, which defines the preferences, rights, powers and duties of holders of the GP Holdings Common Units (the “GP Holdings A&R LPA”).
In connection with the Midstream Holdings Investment, Midstream Holdings received gross proceeds of $375.0 million less transaction fees and expenses of approximately $6.2 million. Midstream Holdings used approximately $69.0 million of the proceeds to reduce outstanding borrowings under the Midstream Holdings Revolving Credit Facility and $300.0 million was distributed to the Company.
Series B Units
Pursuant to the LLC Agreement, the Series B Units rank senior to all other equity interests in Midstream Holdings with respect to the payment of distributions and distribution of assets upon liquidation, dissolution and winding up. The Series B Units will pay quarterly distributions at a rate of 8% per annum, payable in cash or “in-kind” through the issuance of additional Series B Units, subject to certain exceptions, at Midstream Holdings’ option for the first two years, and in cash thereafter.

23


Distributions are payable on January 1, April 1, July 1 and October 1 of each year that the Series B Units remain outstanding. For purposes of the second quarter 2017 distribution, the Company paid $7.7 million in cash in July 2017.
The Investors holding Series B Units have the option to require Midstream Holdings to redeem the Series B Units on or after the tenth anniversary of the Closing Date at an amount equal to $1,000 per Series B Unit plus any accrued and unpaid distributions (the “Liquidation Preference”). The Series B Units are subject to an optional cash redemption by Midstream Holdings after the third anniversary of the Closing Date, at an amount equal to the Liquidation Preference. If any of the Company, the Partnership or Midstream Holdings undergoes a Change in Control (as defined in the LLC Agreement), the Investors have the right to require Midstream Holdings to repurchase any or all of the Series B Units for cash (the “Investor Put Right”), and Midstream Holdings has the right to repurchase any or all of the Series B Units for cash. The redemption price pursuant to the Investor Put Right for a Change of Control prior to February 2019 is equal to the sum of (a) $1,000 per Series B Unit plus (b) any distributions that have accrued but have not been paid on such Series B Units as of the date of determination of a Change in Control plus (c) all distributions that would accrue following the date of determination of a Change in Control through the third anniversary of the Closing Date (“Accelerated Distributions,” and together with (a) and (b), the “Early Redemption Price”). The holders of the Series B units do not have the power to vote or dispose of the equity interest in the Partnership held by GP Holdings.
In relation to the Series B Units, the occurrence of certain events or violations of certain financial and non-financial restrictions will constitute “Triggering Events” (as defined in the Securities Purchase Agreement) that may result in various consequences, including additional restrictions on the activities of Midstream Holdings, including the termination of the Investor’s additional commitment, increases in the distribution rate, additional governance rights for the Investors and other measures depending on the applicable Triggering Event. As of June 30, 2017, none of the Triggering Events had occurred.
In the event that Midstream Holdings or GP Holdings pursues an initial public offering, Midstream Holdings may redeem the Series B Units at a redemption price equal to the Liquidation Preference on the date of the closing of the applicable initial public offering plus all additional distributions that would have otherwise been paid through the third anniversary of the Closing Date. Midstream Holdings may satisfy this redemption price in cash or common equity interests of the entity that completes an initial public offering. In the event of any liquidation and winding up of Midstream Holdings, profits and losses will be allocated to the holders of the Series B Units so that, to the maximum extent possible, the capital accounts of the Series B unitholders will equal the aggregate Liquidation Preference.
GP Holdings Common Units
Pursuant to the GP Holdings A&R LPA, the holders of the GP Holdings Common Units are entitled to distributions of GP Holdings in proportion to their pro rata share of the outstanding GP Holdings Common Units. Distributions will occur upon GP Holdings receipt of any distributions of cash in respect of the equity interests in the Partnership held by GP Holdings.
The Investors holding GP Holdings Common Units have tag-along rights in connection with a sale of the common equity interests in GP Holdings to a third-party. The holders of GP Holdings Common Units will have drag-along rights in connection with a sale of the majority of the common equity interests in GP Holdings to a third-party, subject to the achievement of an agreed-upon minimum return. If a qualifying initial public offering of GP Holdings is not consummated prior to the fifth anniversary of the Closing Date, the holders of the GP Holdings Common Units shall have the right to require GP Holdings to repurchase all of their GP Holdings Common Units for cash in an aggregate purchase price of $125.0 million. In the event of a Change in Control or a GP Change in Control (as each term is defined in the GP Holdings A&R LPA) of the Company, Midstream Holdings or GP Holdings, the Purchasers shall have the right to require GP Holdings to repurchase all of their GP Holdings Common Units for an aggregate purchase price of $125.0 million (“Minimum Investor Return”). The holders of the GP Holdings Common Units do not have the power to vote or dispose of the Partnership’s units held by GP Holdings.
In the event GP Holdings sells any of its assets, subject to certain exceptions, GP Holdings may only make distributions of such proceeds to the extent that GP Holdings meets certain requirements, including the requirement to retain a certain amount of cash or cash equivalents following the sale of such assets. In the event of any liquidation and winding up of GP Holdings, GP Management, in its capacity as general partner, will appoint a liquidator to wind up the affairs and make final distributions as provided for in the GP Holdings A&R LPA.
After September 30, 2016 and prior to the eighteen-month anniversary of the closing of the Midstream Holdings Investment, upon the satisfaction of certain financial and operational metrics, Midstream Holdings has the right to require the Investors to purchase additional Series B Units and GP Holdings Common Units. Midstream Holdings may require the Investors to purchase at least $25.0 million of additional units on up to three occasions, up to a total aggregate amount of $125.0 million. Pursuant to the Securities Purchase Agreement, Midstream Holdings is required to pay the Investors a quarterly cash commitment fee of 2% per annum on any undrawn amounts of the additional $125.0 million commitment. The

24


commitment fee paid in cash was approximately $0.6 million and $1.2 million for the three and six months ended June 30, 2017. No additional units have been purchased by the Investors since the closing of the Midstream Holdings Investment.

As the Investors have an option to redeem the Series B Units and GP Holdings Common Units for cash at a future date, the proceeds from such securities (net of accretion and issuances costs and fees) are not considered to be a component of stockholders’ equity on the condensed consolidated balance sheet, and such Series B Units and GP Holdings Common Units are reported as mezzanine equity on the condensed consolidated balance sheet. The following table represents the value allocated to the Series B Units and GP Holdings Common Units at inception.
(in thousands)
 
At Inception
 
Series B Units
$
341,661

GP Holdings Common Units
33,339

Less: issuance costs and fees
(6,242
)
Carrying amount of redeemable noncontrolling interest at inception
$
368,758


Effects of the Proposed Merger

As a result of the entry into the Merger Agreement (as discussed in Note 1), the Company reassessed the probability of a Change in Control under the LLC Agreement and the GP Holdings A&R LPA and determined that a Change in Control was probable. As such, we assessed certain embedded derivatives requiring bifurcation in the LLC Agreement and GP Holdings A&R LPA and determined that the value of the Investor Put Right has increased as a result of the increased probability of the Change in Control. The fair value of the Investor Put Right, a Level 3 financial instrument (refer to Notes 6 and 7), was calculated under a Black-Derman-Toy model and the with-and-without method as a form of the income approach. This method compared the value of the Series B Units with and without the Investor Put Right in determining the fair value of the Investor Put Right as of June 30, 2017. Significant assumptions in the Black-Derman-Toy model included the treasury yield curve, interest rate volatility curve, market yield spread, probability of the closing of the Merger and the estimated closing date of the Merger. As of June 30, 2017, the fair value of the Investor Put Right embedded derivative was approximately $15.4 million and is included as an embedded derivative liability in the accompanying condensed consolidated balance sheet.

Additionally, as a result of the entry into the Merger Agreement, the Company concluded that while the Series B Units and GP Holdings Common Units were not currently redeemable as of June 30, 2017, it was probable that they would become redeemable by the Investors prior to the respective earliest redemption dates as stipulated in the LLC Agreement and the GP Holdings A&R LPA, respectively. As the Series B Units would become redeemable at the Early Redemption Price, the Company accelerated accretion of the un-accreted discount to the face amount of the Series B Units and began accreting Accelerated Distributions under the assumption that the Merger would close in the fourth quarter of 2017. Similarly, as the GP Holdings Common Units would become redeemable to the effect of the Minimum Investor Return, the Company began accreting the GP Holdings Common Units from their fair value at inception to the Minimum Investor Return under the assumption that the Merger would close in the fourth quarter of 2017. Lastly, the Company accelerated amortization of unamortized issuance costs and fees under the assumption that the Merger would close in the fourth quarter of 2017.

The following table represents detail of the balance of redeemable noncontrolling interest, net on the condensed consolidated balance sheet as of June 30, 2017 after the effects of the Merger as discussed above.

25


(in thousands)
 
As of June 30, 2017
 
Face amount of Series B Units
$
375,000

Plus: Accelerated Distributions
50,997

Plus: distributions paid in kind
11,504

Less: un-accreted discount of face amount of Series B Units
(28,349
)
Less: un-accreted Accelerated Distributions
(47,331
)
Carrying amount of Series B Units
361,821

GP Holdings Common Units
33,339

Plus: additional value to Minimum Investor Return
91,661

Less: un-accreted additional value to Minimum Investor Return
(85,071
)
Carrying amount of GP Holdings Common Units
39,929

Less: unamortized issuance costs and fees
(5,039
)
Redeemable noncontrolling interest, net
$
396,711

The Investors holding GP Common Units are subject to an allocation of income and losses associated with their respective ownership percentages in GP Holdings. Income attributable to the Investors was $1.1 million and $0.9 million for the three months ended June 30, 2017 and 2016, respectively. Income attributable to the Investors for the six months ended June 30, 2017 and for the period from February 22, 2016 through June 30, 2016 was $2.1 million and $1.4 million, respectively.
11.
Stockholders’ Equity
The Company’s Board of Directors did not declare or pay a dividend for the six months ended June 30, 2017. On May 18, 2017, a cash distribution of $0.2608 per common and subordinated unit was paid by the Partnership to the Partnership’s unitholders related to the first quarter of 2017. On July 20, 2017, the Board of Directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders for the second quarter of 2017 of $0.2711 per common and subordinated unit. The cash distribution will be paid on August 17, 2017 to unitholders of record at the close of business on August 8, 2017. Also on August 17, 2017, a cash distribution of $1.6 million will be made to GP Holdings related to its incentive distribution rights in the Partnership in accordance with the partnership agreement.
The Company’s authorized common stock includes 650,000,000 shares of common stock, $0.01 par value per share. The following table presents a summary of changes to the Company’s common shares from January 1, 2016 through June 30, 2017:
Balance, January 1, 2016
136,387,194

April 2016 Equity Offering
20,000,000

September 2016 Equity Offering
46,000,000

Conversion of warrants into shares of common stock
30,242

Common stock awards vested, net
189,472

Balance as of December 31, 2016
202,606,908

Conversion of REO Common Units (as defined in Note 15) into shares of common stock
8,479,336

Common stock awards vested, net
558,743

Balance, June 30, 2017
211,644,987

12.
Incentive Units
In connection with the Company’s initial public offering (“IPO”) and the related corporate reorganization, the Rice Energy Operating incentive unit holders contributed their Rice Energy Operating incentive units to NGP Holdings and Rice Energy Holdings LLC (“Rice Holdings”) in return for (i) incentive units in such entities that, in the aggregate, were substantially similar to the Rice Energy Operating incentive units they previously held and (ii) shares of common stock in the amount of $3.4 million related to the extinguishment of the incentive burden attributable to Mr. Daniel J. Rice III. No payments were made in respect of incentive units prior to the completion of the Company’s IPO. As a result of the IPO, the payment likelihood related to the NGP Holdings and Rice Holdings incentive units was deemed probable, requiring the Company to recognize compensation expense. The compensation expense related to these interests is treated as additional paid in capital from NGP Holdings and Rice Holdings

26


in the Company’s financial statements and is not deductible for federal or state income tax purposes. The compensation expense recognized is a non-cash charge, with the settlement obligation resting on NGP Holdings and Rice Holdings, and as such, the incentive units are not dilutive to Rice Energy Inc.
NGP Holdings
The NGP Holdings incentive units were considered a liability-based award and were adjusted to fair market value on a quarterly basis until all payments were made. During 2016, NGP Holdings sold its remaining shares of the Company’s common stock in connection with the Company’s public offering on April 15, 2016. No future expense will be recognized related to the NGP Holdings incentive units as a result of the April 2016 settlement of the remaining NGP Holdings incentive unit obligation. The Company recognized $9.0 million and $27.3 million of non-cash compensation expense for the three and six months ended June 30, 2016, respectively.
Rice Holdings
The Rice Holdings incentive units are considered an equity-based award with the fair value of the award determined at the grant date and amortized over the service period of the award using the straight-line method. Compensation expense relative to the Rice Holdings incentive units was $4.8 million and $7.7 million for the three and six months ended June 30, 2017, respectively, and $5.8 million and $11.7 million for the three and six months ended June 30, 2016, respectively. The Company will recognize approximately $3.3 million of additional compensation expense over the remaining expected service period related to the Rice Holdings incentive units.
In August 2014, the triggering event for the Rice Holdings incentive units was achieved. As a result, in September 2014, 2015 and 2016, Rice Holdings distributed one quarter, one third and one half, respectively, of its then-remaining assets (consisting solely of shares of the Company’s common stock) to its members pursuant to the terms of its limited liability company agreement. In addition, in September 2017, Rice Holdings will distribute all of its then-remaining assets (consisting solely of shares of the Company’s common stock) to its members pursuant to the terms of its limited liability company agreement. As a result, over time, the shares of the Company’s common stock held by Rice Holdings will be transferred in their entirety to the members of Rice Holdings. 
Combined
Total combined compensation expense attributable to the incentive units was $4.8 million and $7.7 million for the three and six months ended June 30, 2017, respectively, and $14.8 million and $39.0 million for the three and six months ended June 30, 2016, respectively.
The three tranches of the incentive units having a time vesting feature and were fully vested as of December 31, 2016.
Two tranches of the incentive units do not have a time vesting feature, and their payouts are triggered upon a future payment condition. As such, none of these awards have vested as of June 30, 2017.
13.
Variable Interest Entities
Pursuant to an evaluation performed upon adoption of ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” the Company concluded that the Partnership, GP Holdings, Strike Force Midstream LLC (“Strike Force Midstream”), a subsidiary of Midstream Holdings and Gulfport Midstream Holdings LLC (“Gulfport Midstream”), a wholly owned subsidiary of Gulfport, and Rice Energy Operating each meet the criteria for variable interest entity (“VIE”) classification, as described in further detail below.
Rice Midstream Partners LP
The Company evaluated the Partnership for consolidation and determined the Partnership to be a VIE. The Company determined that the primary beneficiary of the Partnership is GP Holdings. As of June 30, 2017, Midstream Holdings held a significant indirect interest in the Partnership through (i) its ownership of a 91.75% limited liability partnership interest in GP Holdings, which owned an approximate 28% limited partner interest in the Partnership, and (ii) through ownership of its wholly-owned subsidiary Rice Midstream Management LLC, which holds all of the substantive voting and participating rights in the Partnership. As a result, through this ownership, the Company holds the power to direct the activities of the Partnership that most significantly impact the Partnership’s economic performance and the obligation to absorb losses or the right to receive benefits from the Partnership that could potentially be significant to the Partnership.
As of June 30, 2017, the Company consolidated the Partnership, recording noncontrolling interest related to the net income of the Partnership attributable to its public unitholders. The following table presents summary information of assets and

27


liabilities of the Partnership that is included in the Company’s condensed consolidated balance sheets that are for the use or obligation of the Partnership.
(in thousands)
June 30, 2017
 
December 31, 2016
Assets (liabilities):
 
 
 
Cash
$
12,196

 
$
21,834

Accounts receivable
9,058

 
8,758

Other current assets
129

 
64

Property and equipment, net
860,011

 
805,027

Goodwill and intangible assets, net
538,297

 
539,105

Deferred financing costs, net
10,493

 
12,591

Accounts payable
(9,376
)
 
(4,172
)
Accrued capital expenditures
(16,288
)
 
(9,074
)
Other current liabilities
(7,313
)
 
(8,376
)
Long-term debt
(206,000
)
 
(190,000
)
Other long-term liabilities
(6,283
)
 
(5,189
)
The following table presents summary information of the Partnership’s financial performance included in the condensed consolidated statements of operations for the three and six months ended June 30, 2017 and 2016 and cash flows for the six months ended June 30, 2017 and 2016, inclusive of affiliate amounts.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
2017
 
2016
 
2017
 
2016
Operating revenues
$
72,377

 
$
46,547

 
$
135,127

 
$
101,090

Operating expenses
$
25,365

 
$
17,547

 
$
47,519

 
$
36,473

Net income
$
44,059

 
$
27,936

 
$
81,674

 
$
62,362

 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
 
 
 
$
86,857

 
$
74,664

Net cash used in investing activities
 
 
 
 
$
(58,036
)
 
$
(75,019
)
Net cash (used in) provided by financing activities
 
 
 
 
$
(38,460
)
 
$
8,081


28


The following table presents the Company’s limited partner ownership of the Partnership for the periods ended June 30, 2017 and December 31, 2016.
As of:
Partnership units owned by GP Holdings (Common and Subordinated)
 
Total Partnership Units Outstanding
 
GP Holdings % Ownership in the Partnership
 
% Ownership in the Partnership Retained by the Company
December 31, 2015
28,757,246

 
70,917,372

 
41
%
 
41
%
Equity offering in June 2016

 
9,200,000

 
 
 
 
Equity offering in October 2016

 
20,930,233

 
 
 
 
Common units issued under ATM program

 
944,700

 
 
 
 
Vested phantom units, net

 
280,451

 
 
 
 
December 31, 2016
28,757,246

 
102,272,756

 
28
%
 
26
%
 
 
 
 
 
 
 
 
Vested phantom units, net

 
30,352

 
 
 
 
June 30, 2017
28,757,246

 
102,303,108

 
28
%
 
26
%
Rice Midstream GP Holdings LP
The Company evaluated GP Holdings for consolidation and determined GP Holdings to be a VIE. The Company determined that the primary beneficiary of GP Holdings is Midstream Holdings. Midstream Holdings holds a 91.75% limited partnership interest in GP Holdings and GP Management holds all of the substantive voting and participating rights to direct the activities of GP Holdings. As a result, through this ownership, the Company holds the power to direct the activities of GP Holdings that most significantly impact GP Holdings’ economic performance and the obligation to absorb losses or the right to receive benefits from GP Holdings that could potentially be significant to GP Holdings.
As of June 30, 2017, the Company consolidates GP Holdings, recording noncontrolling interest related to the ownership interests of GP Holdings attributable to the Investors. GP Holdings maintains goodwill of $15.4 million and has no other significant assets, liabilities or operations other than consolidation of the Partnership.
Strike Force Midstream Holdings LLC
On February 1, 2016, Strike Force Midstream Holdings LLC (“Strike Force Holdings”), a wholly-owned subsidiary of Midstream Holdings, and Gulfport Midstream, entered into an Amended and Restated Limited Liability Company Agreement (the “Strike Force LLC Agreement”) of Strike Force Midstream to engage in the natural gas midstream business in approximately 319,000 acres in Belmont and Monroe Counties, Ohio. Under the terms of the Strike Force LLC Agreement, Strike Force Holdings made an initial contribution to Strike Force Midstream of certain pipelines, facilities and rights of way and cash in the amount of $41.0 million in exchange for a 75% membership interest in Strike Force Midstream. Gulfport Midstream made an initial contribution of a gathering system and related assets in exchange for a 25% membership interest in Strike Force Midstream. The assets contributed by Gulfport Midstream had a fair value of $22.5 million which was determined using Level 3 valuation inputs included in the discounted cash flow method within the income approach. The income approach includes estimates and assumptions related to future throughput volumes, operating costs, capital spending and changes in working capital. Estimating the fair value of these assets required judgment and determining the fair value is sensitive to changes in assumptions. Additionally, on February 1, 2016, Strike Force Midstream and Strike Force Holdings entered into a services agreement whereby Strike Force Holdings will provide all of the services necessary to operate, manage and maintain Strike Force Midstream.
The Company evaluated Strike Force Midstream for consolidation and determined Strike Force Midstream to be a VIE. Strike Force Holdings was determined to be the primary beneficiary as a result of its power to direct the activities of Strike Force Midstream that most significantly impact Strike Force Midstream’s economic performance and the obligation to absorb losses or the right to receive benefits through its 75% membership interest in Strike Force Midstream.
As of June 30, 2017, the Company consolidates Strike Force Midstream, recording noncontrolling interest related to the ownership interests of Strike Force Midstream attributable to Gulfport Midstream. The following table presents summary information of assets and liabilities of Strike Force Midstream that is included in the Company’s condensed consolidated balance sheet that are for the use or obligation of Strike Force Midstream.

29


(in thousands)
June 30, 2017
 
December 31, 2016
Assets (liabilities):
 
 
 
Cash
$
38,142

 
$
36,572

Accounts receivable
7,160

 
2,529

Property and equipment, net
203,925

 
100,232

Accounts payable
(1,987
)
 
(3,863
)
Accrued capital expenditures
(32,261
)
 
(18,962
)
Other current liabilities
(83
)
 
(44
)
The following table presents summary information for Strike Force Midstream’s financial performance included in the condensed consolidated statement of operations for the three and six months ended June 30, 2017 and 2016 and cash flows for the six months ended June 30, 2017 and 2016, inclusive of affiliate amounts.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
2017
 
2016
 
2017
 
2016
Operating revenues
$
11,646

 
$
2,264

 
$
16,985

 
$
2,883

Operating expenses
$
2,837

 
$
1,527

 
$
5,245

 
$
2,415

Net income
$
8,850

 
$
737

 
$
11,812

 
$
468

 
 
 
 
 
 
 
 
Net provided by (used in) operating activities
 
 
 
 
$
7,599

 
$
(791
)
Net cash used in investing activities
 
 
 
 
$
(93,291
)
 
$
(18,076
)
Net cash provided by financing activities
 
 
 
 
$
87,261

 
$
53,000

Rice Energy Operating LLC
Following completion of the Vantage Acquisition, the Company operates the Vantage assets through Rice Energy Operating. As part of the consideration for the Vantage Acquisition, the Vantage Sellers received an aggregate 16.49% membership interest in Rice Energy Operating. In connection with the issuance of such membership interests to the Vantage Sellers, the Company and the Vantage Sellers entered into Rice Energy Operating’s Third Amended and Restated Limited Liability Company Agreement (“Third A&R LLC Agreement”). Under the Third A&R LLC Agreement, the Company controls all of the day-to-day business affairs and decision making of Rice Energy Operating without approval of any other member, unless otherwise stated in the Third A&R LLC Agreement. As such, the Company, through its officers and directors, is responsible for all operational and administrative decisions of Rice Energy Operating and the day-to-day management of Rice Energy Operating’s business. Pursuant to the terms of the Third A&R LLC Agreement, the Company cannot, under any circumstances, be removed or replaced as the sole manager of Rice Energy Operating, except by its own election so long as it remains a member of Rice Energy Operating.
The Company evaluated Rice Energy Operating for consolidation and determined it to be a VIE. The Company determined that it is the primary beneficiary of Rice Energy Operating as it had both (i) the power, through control of all day-to-day business affairs and decision making of Rice Energy Operating that most significantly impact its economic performance and (ii) obligation to absorb losses or the right to receive benefits through its 87.04% membership interest in Rice Energy Operating. The 12.96% ownership held by the Vantage Sellers as of June 30, 2017 is presented as noncontrolling interest in the consolidated financial statements.
As of June 30, 2017, the Company consolidates Rice Energy Operating, recording noncontrolling interest related to the ownership interests of Rice Energy Operating attributable to the Vantage Sellers. The financial position, results of operations and cash flows of Rice Energy Operating do not materially differ from the Company’s second quarter 2017 condensed consolidated financial statements.
The following tables present the outstanding common units owned by Rice Energy and the Vantage Sellers along with their respective ownership percentages in the Company as of June 30, 2017 and December 31, 2016.

30


As of June 30, 2017:
 
 
 
 
 
 
Unitholders
 
Common Units
 
Preferred Stock
 
Unitholders’ Ownership (%)
Rice Energy
 
211,644,987

 

 
87.04
%
Vantage Sellers(1)
 
31,520,664

 
31,521

 
12.96
%
Total
 
243,165,651

 
31,521

 
100.00
%
(1)
During the six months ended June 30, 2017, the Vantage Sellers elected to have the Company redeem 8,479,336 REO Common Units for newly-issued shares of Rice Energy common stock. Upon exercise of the redemptions, the Vantage Sellers surrendered to the Company a corresponding 8,479 shares of preferred stock.
As of December 31, 2016:
 
 
 
 
 
 
Unitholders
 
Common Units
 
Preferred Stock
 
Unitholders’ Ownership (%)
Rice Energy
 
202,606,908

 

 
83.51
%
Vantage Sellers
 
40,000,000

 
40,000

 
16.49
%
Total
 
242,606,908

 
40,000

 
100.00
%
14.
Stock-Based Compensation
From time to time, the Company grants stock-based compensation awards to certain non-employee directors and employees under its long-term incentive plan (the “LTIP”). Pursuant to the LTIP, the aggregate maximum number of shares of common stock issued under the LTIP will not exceed 17,500,000 shares. The Company has granted both restricted stock units and performance stock units, which vest upon the passage of time. The performance stock units’ ultimate payout is based upon the attainment of specified performance criteria over a performance period. During the three and six months ended June 30, 2017, the Company granted approximately 0.1 million and 0.9 million restricted stock units, respectively, which are expected to vest ratably over approximately one to three years. During the three and six months ended June 30, 2017, the Company granted approximately zero and 0.7 million performance stock units, respectively, which are expected to cliff vest in approximately three years. Stock-based compensation cost related to awards under the LTIP was $6.5 million and $11.9 million for the three and six months ended June 30, 2017, respectively, and $5.2 million and $9.2 million for the three and six months ended June 30, 2016, respectively. The Company has unrecognized compensation cost related to LTIP awards of $43.0 million which will be recognized over a period of one to three years.
Further information on stock-based compensation recorded in the condensed consolidated financial statements is detailed below.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(in thousands)
2017
 
2016
 
2017
 
2016
General and administrative expense
$
6,229

 
$
6,149

 
$
11,315

 
$
10,789

Lease operating and midstream operation and maintenance expense
182

 
83

 
386

 
253

Property, plant and equipment, net
239

 
63

 
436

 
263

Total cost of stock-based compensation plans
$
6,650

 
$
6,295

 
$
12,137

 
$
11,305


31


15.
Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share takes into account the dilutive effect of potential common stock that could be issued by the Company in conjunction with redemptions of Rice Energy Operating common units (“REO Common Units”) and stock awards that have been granted to directors and employees. The following is a calculation of the basic and diluted weighted-average number of shares of common stock outstanding and EPS for three and six months ended June 30, 2017 and 2016.
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(in thousands, except share data)
2017
 
2016
 
2017
 
2016
Income (loss) (numerator):
 
 
 
 
 
 
 
Net income (loss) attributable to Rice Energy Inc.
$
83,525

 
$
(156,686
)
 
$
57,227

 
$
(174,274
)
Less: Preferred dividends on redeemable noncontrolling interest
(7,709
)
 
(7,587
)
 
(15,333
)
 
(10,719
)
Less: Accretion of redeemable noncontrolling interest
(12,947
)
 
(357
)
 
(13,655
)
 
(683
)
Net income (loss) available to Rice Energy Inc. common stockholders
62,869

 
(164,630
)
 
28,239

 
(185,676
)
 
 
 
 
 
 
 
 
Weighted-average number of shares of common stock (denominator):
 
 
 
 
 
 
 
Basic
205,791,010

 
153,203,901

 
204,619,590

 
144,811,902

Diluted
207,713,584

 
153,203,901

 
206,508,591

 
144,811,902

 
 
 
 
 
 
 
 
Earnings (loss) per share:
 
 
 
 
 
 
 
Basic
$
0.31

 
$
(1.07
)
 
$
0.14

 
$
(1.28
)
Diluted
$
0.30

 
$
(1.07
)
 
$
0.14

 
$
(1.28
)
For the three and six months ended June 30, 2017, shares in the amount of 36,779,485 and 38,301,930, respectively, attributable to equity awards and units in REO were not included in the diluted earnings per share calculation because to do so would have been anti-dilutive. For the three and six months ended June 30, 2016, shares in the amount of 1,528,234 and 807,511, respectively, attributable to equity awards were not included in the diluted earnings per share calculation because to do so would have been anti-dilutive.
As part of the consideration associated with the Vantage Acquisition, the Vantage Sellers were issued 40,000,000 REO Common Units. The holders of the REO Common Units, other than the Company, are entitled to redeem, from time to time, all or a portion of their REO Common Units. Each REO Common Unit will be redeemed for, at Rice Energy Operating’s option, a newly-issued share of common stock of the Company or a cash payment equal to the volume-weighted average closing price of a share of the Company’s common stock for the five trading days prior to and including the last full trading day immediately prior to the date that the member delivers a notice of redemption (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). Upon the exercise of the redemption right, the redeeming member surrenders its REO Common Units to Rice Energy Operating and the corresponding number of 1/1000ths of shares of preferred stock in respect of each redeemed REO Common Unit to Rice Energy Operating for cancellation. As of June 30, 2017, the Vantage Sellers redeemed 8,479,336 of Rice Energy Operating common units for newly-issued shares of Rice Energy common stock. Upon exercise of those redemptions, the Vantage Sellers surrendered to the Company a corresponding 8,479 shares of Preferred Stock. As of June 30, 2017, the Vantage Sellers held a membership interest of approximately 12.96% in REO.
16.
Income Taxes
The Company is a corporation under the Internal Revenue Code subject to federal income tax at a statutory rate of 35% of pretax earnings and, as such, its future income taxes will be dependent upon its future taxable income. The Company estimates an annual effective income tax rate based on projected results for the year and applies this rate to income before taxes to calculate income tax expense, subject to certain loss limitation provisions. All of the Partnership’s earnings are included in the Company’s net income; however, the Company is not required to record income tax expense with respect to the portion of the Partnership’s earnings allocated to the Partnership’s noncontrolling public limited partners, which reduces the Company’s

32


effective tax rate. Any refinements made due to subsequent information that affects the estimated annual effective income tax rate are reflected as adjustments in the current period.

Tax expense for the three and six months ended June 30, 2017 was $33.9 million and $33.3 million, respectively, resulting in effective tax rates of approximately 20% during each period. The tax benefit for the three and six months ended June 30, 2016 was $120.5 million and $126.9 million, respectively, resulting in an effective tax rate of approximately 46% and 48%, respectively. The effective tax rate for the three and six months ended June 30, 2017 and 2016 differs from the statutory rate due principally to nondeductible incentive unit expense and the portion of the Partnership’s earnings allocated to its noncontrolling public limited partners, and the application of loss limitation provisions.
Based on management’s analysis, the Company did not have any uncertain tax positions as of June 30, 2017.
The assignment of the common and subordinated units in the Midstream Holdings Investment resulted in the sale or exchange of more than 50 percent of its capital and profits interests of the Partnership within 12 months. Accordingly, the Partnership is considered to have “technically terminated” as a partnership for U.S. federal income tax purposes. The technical termination will not affect the Partnership’s consolidated financial statements, nor will it affect the Partnership’s classification as a partnership or the nature or extent of its “qualifying income” for U.S. federal income tax purposes. The taxable year for all unitholders ended on February 22, 2016 and will result in a deferral of depreciation deductions that were otherwise allowable in computing the taxable income of the Partnership’s unitholders for the period from January 1, 2016 through February 22, 2016.

The Company’s change in tax status concurrent with the Vantage Acquisition on October 19, 2016 resulted in a second technical termination of the Partnership. The taxable year for all unitholders ended on October 19, 2016 and will result in a deferral of depreciation deductions that were otherwise allowable in computing the taxable income of the Partnership’s unitholders for the period February 23, 2016 through October 19, 2016.
The members of Rice Energy Operating, including the Company, incur U.S. federal, state and local income taxes on their share of any taxable income of Rice Energy Operating, if any. Under the Third A&R LLC Agreement, Rice Energy Operating is required to make cash tax distributions to its members, subsequent to the end of a given calendar year, based upon income allocated to each member and subject to the availability of distributable cash (as defined in the Third A&R LLC Agreement).
17.
New Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” The FASB created Topic 606 which supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance throughout the Industry Topics of the Codification. The FASB and International Accounting Standards Board initiated this joint project to clarify the principles for recognizing revenue and to develop a common revenue standard for both U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 will enhance comparability of revenue recognition practices across entities, industries and capital markets compared to existing guidance. Additionally, ASU 2014-09 will reduce the number of requirements which an entity must consider in recognizing revenue, as this update will replace multiple locations for guidance. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing.” In May 2016, the FASB issued ASU 2016-11, “Revenue from Contracts with Customers (Topic 606) and Derivatives and Hedging (Topic 815) – Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting” and ASU 2016-12, “Revenue from Contracts with Customers (Topic 606) – Narrow Scope Improvements and Practical Expedients.” These updates do not change the core principle of the guidance in Topic 606 (as amended by ASU 2014-09), but rather provide further guidance with respect to the implementation of ASU 2014-09. The effective date for ASU 2016-10, 2016-11, 2016-12 and ASU 2014-09, as amended by ASU 2015-14, is for annual reporting periods beginning after December 15, 2017, including interim periods within those years. In preparation for the adoption of the new standard in the fiscal year beginning January 2018, the Company continues to evaluate contract terms and potential impacts of the five-step model specified by the new guidance. That five-step model includes: (1) determination of whether a contract-an agreement between two or more parties that creates legally enforceable rights and obligations-exists; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when (or as) the performance obligation is satisfied. The Company anticipates adopting the standard using the modified retrospective approach at adoption. The Company is currently evaluating individual customer contracts within each of our business segments and documenting changes to our accounting policies and controls as we continue to evaluate the impact of the adoption of this standard. 
In February 2016, the FASB issued ASU, 2016-02, “Leases (Topic 842)” ASU 2016-02 which requires, among other things, that lessees recognize the following for all leases (with the exception of short-term leases) at the commencement date: (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii)

33


a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company continues to evaluate a representative sample of agreements, including existing leases, to assess the impact of the new guidance on its financial statements.
In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 affects entities that issue share-based payment awards to their employees. ASU 2016-09 is designed to simplify several aspects of accounting for share-based payment award transactions, including: (a) income tax consequences, (b) classification of awards as either equity or liabilities, (c) classification on the statement of cash flows and (d) forfeiture rate calculations. The Company adopted ASU 2016-09 on January 1, 2017 and determined that the standard did not have a material impact on the condensed consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business,” which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. The Company adopted this ASU on January 1, 2017, and has determined that the new standard could potentially have a material impact on future consolidated financial statements for acquisitions that are not considered to be businesses.
In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test of Goodwill Impairment.” ASU 2017-04 simplifies the quantitative goodwill impairment test requirements by eliminating the requirement to calculate the implied fair value of goodwill (Step 2 of the current goodwill impairment test). Instead, a company would record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value (measured in Step 1 of the current goodwill impairment test). This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and early adoption is permitted. Entities will apply the standard’s provisions prospectively. The Company adopted ASU 2017-04 on January 1, 2017 and determined that this standard will not have a material quantitative effect on the financial statements, unless an impairment charge was necessary.
In May 2017, the FASB issued ASU 2017-09, “Stock Compensation (Topic 718): Scope of Modification Accounting”. ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 with early adoption permitted. The Company is currently evaluating the impact that this guidance will have on its consolidated financial statements.
18.
Subsequent Events
The Company has evaluated subsequent events through the date these financial statements were issued. The Company has determined there were no events, other than as described below, that required disclosure or recognition in these financial statements.
On July 7, 2017, the Company completed an asset acquisition pursuant to a purchase and sale agreement with an undisclosed seller to acquire approximately 16,400 Marcellus Shale acres, the majority of which are located in Greene County, Pennsylvania, for a purchase price of $180.3 million in cash. The Company funded the consideration for the acquisition with cash on hand and borrowings under the Company’s A&R Credit Agreement. In conjunction with the execution of the purchase agreement, the Company deposited $18.0 million into an escrow account, which is included in the acquisition deposit line on the Company’s condensed consolidated balance sheet as of June 30, 2017 and as an investing outflow on the condensed consolidated statement of cash flows for the six months ended June 30, 2017.
On July 11, 2017, the Company entered into a purchase and sale agreement (the “Barnett Purchase and Sale Agreement”) by and among Vantage Fort Worth Energy LLC, a subsidiary of the Company, and an undisclosed buyer. Pursuant to the Barnett Purchase and Sale Agreement, the buyer will acquire substantially all of the Company’s oil and gas properties in the Fort Worth Basin and assume the related obligations for an aggregate purchase price of $175.0 million, subject to purchase price adjustments and customary closing conditions. The net carrying value of the Company’s Fort Worth Basin oil and gas properties was approximately $175.0 million as of June 30, 2017. The transaction has an effective date of January 1, 2017 and is expected to close in the third quarter of 2017. Although the Company is unable to estimate the final net proceeds from the divestiture, we anticipate that a loss will occur as a result of the disposition and such loss could be material.

34


In July 2017, the Vantage Sellers elected to have the Company redeem 2,152,152 REO Common Units for newly-issued shares of Rice Energy common stock. Upon exercise of the redemption, the Vantage Sellers surrendered to the Company a corresponding 2,152 shares of Preferred Stock.
19.     Guarantor Financial Information
On April 25, 2014, the Company issued $900.0 million in aggregate principal amount of the 2022 Notes and on March 26, 2015, the Company issued $400.0 million in aggregate principal amount of the 2023 Notes. The obligations under the Notes are fully and unconditionally guaranteed by the guarantors, subject to release provisions described in Note 5. In connection with the closing of the Vantage Acquisition, the Company and Rice Energy Operating entered into a Debt Assumption Agreement dated as of October 19, 2016 pursuant to which Rice Energy Operating agreed to become a co-obligor of the Notes and certain entities acquired in the Vantage Acquisition became wholly-owned subsidiaries of Rice Energy Operating and guarantors of the Notes. Each of the guarantors is 100% owned by Rice Energy Operating.
The Company is a holding company whose sole material asset is an equity interest in Rice Energy Operating. The Company is a member and the sole manager of Rice Energy Operating. Rice Energy owns an approximate 87.04% membership in Rice Energy Operating as of June 30, 2017. Rice Energy is responsible for all operational, management and administrative decisions related to Rice Energy Operating’s business. In accordance with the Third A&R LLC Agreement, the Company may not be removed as the sole manager of Rice Energy Operating so long as it continues to be a member of Rice Energy Operating.
As of June 30, 2017, the Company held approximately 87.04% of the economic interest in Rice Energy Operating, with the remaining 12.96% membership interest collectively held by the Vantage Sellers. The Vantage Sellers have no voting rights with respect to their membership interest in Rice Energy Operating. In connection with the closing of the Vantage Acquisition, the Company issued shares of preferred stock to the Vantage Sellers in an amount equal to 1/1000 of the number of REO Common Units they received at the closing of the Vantage Acquisition. Pursuant to the certificate of designation setting forth the terms, rights and obligations and preferences of the preferred stock, each 1/1000 share of preferred stock entitles the holder to one vote on all matters submitted to a vote of the holders of common stock. Accordingly, the Vantage Sellers collectively have a number of votes in the Company equal to the aggregate number of REO Common Units that they hold.
The Vantage Sellers have a redemption right to cause Rice Energy Operating to redeem, from time to time, all or a portion of their REO Common Units. Each REO Common Unit will be redeemed for, at Rice Energy Operating’s option, a newly-issued share of common stock of the Company or a cash payment equal to the volume-weighted average closing price of a share of the Company’s common stock for the five trading days prior to and including the last full trading day immediately prior to the date that the member delivers a notice of redemption (subject to customary adjustments, including for stock splits, stock dividends and reclassifications). Upon the exercise of the redemption right, the redeeming member surrenders its REO Common Units to Rice Energy Operating and the corresponding number of 1/1000ths of shares of preferred stock in respect of each redeemed Common Unit to Rice Energy Operating for cancellation. The Third A&R LLC Agreement requires that the Company contribute cash or shares of its common stock to Rice Energy Operating in exchange for a number of REO Common Units equal to the number of REO Common Units to be redeemed from the member. Rice Energy Operating will then distribute such cash or shares of the Company’s common stock to such Vantage Seller to complete the redemption. Upon the exercise of the redemption right, the Company may, at its option, effect a direct exchange of the REO Common Units (and the corresponding shares of preferred stock (or fractions thereof) from the redeeming Vantage Seller.
As a result, the Company expects that over time it will have an increasing economic interest in Rice Energy Operating as the Vantage Sellers elect to exercise their redemption right. Moreover, any transfers of REO Common Units by the Vantage Sellers (other than permitted transfers to affiliates) must be approved by the Company. The Company intends to retain full voting and management control over Rice Energy Operating.
The Company’s subsidiaries that comprise its Rice Midstream Holdings segment and Rice Midstream Partners segment are unrestricted subsidiaries under the indentures governing the Notes and consequently are not guarantors. In accordance with positions established by the SEC, the following shows separate financial information with respect to the Company, Rice Energy Operating and the guarantors and the non-guarantor subsidiaries. Separate financial statements for Rice Energy Operating will be provided in Rice Energy Operating’s Quarterly Report on Form 10-Q for the three months ended June 30, 2017. The principal elimination entries below eliminate investment in subsidiaries and certain intercompany balances and transactions.

35


Condensed Consolidated Balance Sheet as of June 30, 2017
 
 
 
 
 
 
(in thousands)
Rice Energy Inc.
 
Rice Energy Operating LLC
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
 
Cash
$
19,770

 
$
108,731

 
$
(19,154
)
 
$
52,193

 
$

 
$
161,540

Accounts receivable
120

 
1,804

 
315,469

 
22,026

 

 
339,419

Receivable from affiliates
18,089

 
1,301

 
(46,051
)
 
26,661

 

 

Prepaid expenses, deposits and other assets
6,847

 
21

 
4,221

 
258

 

 
11,347

Derivative assets

 
2,294

 
8,330

 

 

 
10,624

Total current assets
44,826

 
114,151

 
262,815

 
101,138

 

 
522,930

 
 
 
 
 
 
 
 
 
 
 
 
Investments in (advances from) subsidiaries
3,492,232

 
4,882,206

 
724

 

 
(8,375,162
)
 

Gas collateral account

 

 
5,220

 
112

 

 
5,332

Property, plant and equipment, net
25,657

 

 
5,114,594

 
1,391,137

 
(85,137
)
 
6,446,251

Acquisition deposit

 

 
18,033

 

 

 
18,033

Deferred financing costs, net

 
20,766

 

 
12,508

 

 
33,274

Goodwill

 
384,431

 

 
494,580

 

 
879,011

Intangible assets, net

 

 

 
43,717

 

 
43,717

Other non-current assets
744

 

 
45

 

 

 
789

Derivative assets

 
23,972

 
21,741

 

 

 
45,713

Total assets
$
3,563,459

 
$
5,425,526

 
$
5,423,172

 
$
2,043,192

 
$
(8,460,299
)
 
$
7,995,050

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders’ equity
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
$
674

 
$
200

 
$
11,043

 
$
12,214

 
$

 
$
24,131

Royalties payable

 

 
104,091

 

 

 
104,091

Accrued capital expenditures

 

 
120,163

 
56,431

 

 
176,594

Accrued interest

 
14,208

 

 
332

 

 
14,540

Leasehold payables

 

 
19,538

 

 

 
19,538

Derivative liabilities

 
34,458

 
4,603

 

 

 
39,061

Embedded derivative liability

 

 

 
15,417

 

 
15,417

Other accrued liabilities
17,748

 
2,375

 
53,446

 
16,625

 

 
90,194

Total current liabilities
18,422

 
51,241

 
312,884

 
101,019

 

 
483,566

 
 
 
 
 
 
 
 
 
 
 
 
Long-term liabilities:
 
 
 
 
 
 
 
 
 
 
 
Long-term debt

 
1,281,279

 

 
318,500

 

 
1,599,779

Leasehold payable

 

 
12,279

 

 

 
12,279

Deferred tax liabilities
362,767

 

 

 

 

 
362,767

Derivative liabilities

 
22,091

 
2,500

 

 

 
24,591

Other long-term liabilities
9,183

 

 
74,738

 
6,283

 

 
90,204

Total liabilities
390,372

 
1,354,611

 
402,401

 
425,802

 

 
2,573,186

Mezzanine equity:
 
 
 
 
 
 
 
 
 
 


Redeemable noncontrolling interest

 

 

 
396,711

 

 
396,711

Stockholders’ equity before noncontrolling interest
3,210,729

 
3,492,232

 
5,020,771

 
(138,564
)
 
(8,460,299
)
 
3,124,869

Noncontrolling interest
(37,642
)
 
578,683

 

 
1,359,243

 

 
1,900,284

Total liabilities and stockholders’ equity
$
3,563,459


$
5,425,526

 
$
5,423,172

 
$
2,043,192

 
$
(8,460,299
)
 
$
7,995,050


36


Condensed Consolidated Balance Sheet as of December 31, 2016






(in thousands)
Rice Energy Inc.

Rice Energy Operating LLC

Guarantors

Non-Guarantors

Eliminations

Consolidated
Assets











Current assets:











Cash
$
2,756


$
230,944


$
164,522


$
71,821


$


$
470,043

Accounts receivable
22,525




201,122


28,990


(34,012
)

218,625

Prepaid expenses, deposits and other
2,651




2,214


194




5,059

Derivative assets


689








689

Total current assets
27,932


231,633


367,858


101,005


(34,012
)

694,416



















Gas collateral account

 

 
5,220


112




5,332

Investments in subsidiaries
2,928,250

 
4,406,023

 
6,101




(7,340,374
)


Property, plant and equipment, net
25,622

 

 
4,947,518


1,203,047


(58,275
)

6,117,912

Deferred financing costs, net

 
21,372

 

 
15,012

 


36,384

Goodwill

 
384,430

 

 
494,581

 


879,011

Intangible assets, net

 

 

 
44,525

 


44,525

Derivative assets
138

 
27,894

 
11,296

 

 


39,328

Other non-current assets

 

 
614

 

 


614

Total assets
$
2,981,942


$
5,071,352


$
5,338,607


$
1,858,282


$
(7,432,661
)

$
7,817,522













Liabilities and stockholders’ equity











Current liabilities:











Accounts payable
$
926

 
$

 
$
8,724

 
$
8,594

 
$


$
18,244

Royalties payable

 

 
87,098

 

 


87,098

Accrued capital expenditures

 

 
89,403

 
35,297

 


124,700

Accrued interest

 
14,208



 
232

 


14,440

Leasehold payables

 

 
22,869

 

 


22,869

Derivative liabilities

 
72,391

 
66,997

 

 


139,388

Other accrued liabilities
54,064

 
4,786

 
84,950

 
16,219

 
(34,012
)

126,007

Total current liabilities
54,990

 
91,385

 
360,041

 
60,342

 
(34,012
)

532,746



 

 

 

 



Long-term liabilities:


 


 


 


 





Long-term debt

 
1,279,481

 

 
243,000

 


1,522,481

Leasehold payable

 

 
9,237

 

 


9,237

Deferred tax liabilities

 
26,561

 
209,276

 
122,789

 


358,626

Derivative liabilities

 
9,766

 
16,711

 

 


26,477

Other long-term liabilities
8,858

 

 
66,949

 
5,541

 


81,348

Total liabilities
63,848

 
1,407,193

 
662,214

 
431,672

 
(34,012
)

2,530,915

Mezzanine equity:


 

 

 

 




Redeemable noncontrolling interest

 

 

 
382,525

 


382,525

Stockholders’ equity before noncontrolling interest
2,972,578

 
2,928,250

 
4,676,393

 
(270,370
)
 
(7,398,649
)

2,908,202

Noncontrolling interests in consolidated subsidiaries
(54,484
)
 
735,909

 

 
1,314,455

 


1,995,880

Total liabilities and stockholders’ equity
$
2,981,942

 
$
5,071,352

 
$
5,338,607

 
$
1,858,282

 
$
(7,432,661
)

$
7,817,522




  

37


Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2017


(in thousands)

Rice Energy Inc.

Rice Energy Operating LLC

Guarantors

Non-Guarantors

Eliminations

Consolidated
Operating revenues:












Natural gas, oil and NGL sales

$


$


$
348,892


$


$


$
348,892

Gathering, compression and water services







104,324


(66,259
)

38,065

Other revenue





11,350






11,350

Total operating revenues





360,242


104,324


(66,259
)

398,307














Operating expenses:












Lease operating





17,740




(95
)

17,645

Gathering, compression and transportation





85,915




(46,784
)

39,131

Production taxes and impact fees





6,679






6,679

Exploration





7,106






7,106

Midstream operation and maintenance







10,714


(2,366
)

8,348

Incentive unit expense





4,663


137




4,800

Acquisition expense





1,356


1,052




2,408

General and administrative





25,652


13,574




39,226

Depreciation, depletion and amortization





141,479


9,332


(4,907
)

145,904

       Amortization of intangible assets







406




406

       Other expense





11,211


1,996




13,207

Total operating expenses





301,801


37,211


(54,152
)

284,860




















Operating income (loss)





58,441


67,113


(12,107
)

113,447

Interest expense



(23,898
)

4


(3,375
)



(27,269
)
Other income (loss)



201


(20
)

92




273

Gain on derivative instruments



56,228


47,330






103,558

Loss on embedded derivatives
 

 

 

 
(15,417
)
 

 
(15,417
)
Amortization of deferred financing costs



(2,175
)



(1,251
)



(3,426
)
Equity income (loss) in affiliate

137,214


106,858






(244,072
)


Income before income taxes

137,214


137,214


105,755


47,162


(256,179
)

171,166

Income tax expense

(33,917
)









(33,917
)
Net income (loss)

103,297


137,214


105,755


47,162


(256,179
)

137,249

Less: Net income attributable to the noncontrolling interests

(19,866
)





(33,858
)



(53,724
)
Net income (loss) attributable to Rice Energy

83,431


137,214


105,755


13,304


(256,179
)

83,525

Less: Preferred dividends and accretion of redeemable noncontrolling interests







(20,656
)



(20,656
)
Net income (loss) attributable to Rice Energy Inc. common stockholders

$
83,431


$
137,214


$
105,755


$
(7,352
)

$
(256,179
)

$
62,869



38


Condensed Consolidated Statement of Operations for the Three Months Ended June 30, 2016
 
 
(in thousands)
 
Rice Energy Inc.
 
Rice Energy Operating LLC
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas, oil and NGL sales
 
$

 
$

 
$
122,312

 
$

 
$

 
$
122,312

Gathering, compression and water services
 

 

 

 
58,420

 
(34,692
)
 
23,728

Other revenue
 

 

 
9,958

 

 

 
9,958

Total operating revenues
 



 
132,270

 
58,420

 
(34,692
)
 
155,998

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Lease operating
 

 

 
9,038

 

 

 
9,038

Gathering, compression and transportation
 

 

 
51,307

 

 
(24,138
)
 
27,169

Production taxes and impact fees
 

 

 
2,659

 

 

 
2,659

Exploration
 

 

 
5,548

 

 

 
5,548

Midstream operation and maintenance
 

 

 

 
4,602

 
(47
)
 
4,555

Incentive unit expense
 

 

 
14,141

 
699

 

 
14,840

Acquisition expense
 

 

 

 
84

 

 
84

General and administrative
 

 

 
18,351

 
10,921

 

 
29,272

Depreciation, depletion and amortization
 

 

 
79,516

 
8,412

 
(3,176
)
 
84,752

Amortization of intangible assets
 

 

 

 
403

 

 
403

        Other expense
 

 

 
11,096

 
361

 

 
11,457

Total operating expenses
 



 
191,656

 
25,482

 
(27,361
)
 
189,777

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating (loss) income
 

 

 
(59,386
)
 
32,938

 
(7,331
)
 
(33,779
)
Interest expense
 

 
(22,853
)
 
(24
)
 
(1,925
)
 

 
(24,802
)
Other income
 

 
558

 
1,991

 

 

 
2,549

Loss on derivative instruments
 

 
(75,167
)
 
(126,388
)
 

 

 
(201,555
)
Amortization of deferred financing costs
 

 
(1,122
)
 

 
(496
)
 

 
(1,618
)
Equity (loss) income in affiliate
 
(155,200
)
 
(144,423
)
 
(61
)
 

 
299,684

 

Income before income taxes
 
(155,200
)

(243,007
)
 
(183,868
)
 
30,517

 
292,353

 
(259,205
)
Income tax (expense) benefit
 

 
87,807

 
84,985

 
(52,296
)
 

 
120,496

Net (loss) income
 
(155,200
)
 
(155,200
)
 
(98,883
)
 
(21,779
)
 
292,353

 
(138,709
)
Less: Net income attributable to the noncontrolling interests
 

 

 

 
(17,977
)
 

 
(17,977
)
Net (loss) income attributable to Rice Energy
 
(155,200
)

(155,200
)
 
(98,883
)
 
(39,756
)
 
292,353

 
(156,686
)
Less: Preferred dividends and accretion of redeemable noncontrolling interests
 

 

 

 
(7,944
)
 

 
(7,944
)
Net (loss) income attributable to Rice Energy Inc. common stockholders
 
$
(155,200
)

$
(155,200
)
 
$
(98,883
)
 
$
(47,700
)
 
$
292,353

 
$
(164,630
)
 





39


Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2017
 
 
(in thousands)
 
Rice Energy Inc.
 
Rice Energy Operating LLC
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas, oil and NGL sales
 
$

 
$

 
$
705,726

 
$

 
$

 
$
705,726

Gathering, compression and water services
 

 

 

 
193,918

 
(125,510
)
 
68,408

Other revenue
 

 

 
17,979

 

 

 
17,979

Total operating revenues
 

 

 
723,705

 
193,918

 
(125,510
)
 
792,113

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Lease operating
 

 

 
40,389

 

 
(95
)
 
40,294

Gathering, compression and transportation
 

 

 
167,810

 

 
(89,253
)
 
78,557

Production taxes and impact fees
 

 

 
12,832

 

 

 
12,832

Impairment of proved/unproved properties
 

 

 
92,355

 

 

 
92,355

Exploration
 

 

 
11,118

 

 

 
11,118

Midstream operation and maintenance
 

 

 

 
19,654

 
(4,656
)
 
14,998

Incentive unit expense
 

 

 
7,464

 
219

 

 
7,683

Acquisition expense
 

 

 
1,563

 
1,052

 

 
2,615

General and administrative
 

 

 
48,867

 
24,183

 

 
73,050

Depreciation, depletion and amortization
 

 

 
273,317

 
18,351

 
(8,886
)
 
282,782

Amortization of intangible assets
 

 

 

 
808

 

 
808

Other expense
 

 

 
17,256

 
2,109

 

 
19,365

Total operating expenses
 

 

 
672,971

 
66,376

 
(102,890
)
 
636,457

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
 

 

 
50,734

 
127,542

 
(22,620
)
 
155,656

Interest expense
 

 
(47,790
)
 
3

 
(6,505
)
 

 
(54,292
)
Other income
 

 
97

 
219

 
137

 

 
453

Gain on derivative instruments
 

 
1,404

 
87,375

 

 

 
88,779

Loss on embedded derivatives
 

 

 

 
(15,417
)
 

 
(15,417
)
Amortization of deferred financing costs
 

 
(3,576
)
 

 
(2,502
)
 

 
(6,078
)
Equity income (loss) in affiliate
 
107,314

 
157,179

 
2

 

 
(264,495
)
 

Income before income taxes
 
107,314

 
107,314

 
138,333

 
103,255

 
(287,115
)
 
169,101

Income tax expense
 
(33,341
)
 

 

 

 

 
(33,341
)
Net income
 
73,973

 
107,314

 
138,333

 
103,255

 
(287,115
)
 
135,760

Less: Net income attributable to the noncontrolling interests
 
(16,841
)
 

 

 
(61,692
)
 

 
(78,533
)
Net income (loss) attributable to Rice Energy
 
57,132

 
107,314

 
138,333

 
41,563

 
(287,115
)
 
57,227

Less: Preferred dividends and accretion of redeemable noncontrolling interests
 

 

 

 
(28,988
)
 

 
(28,988
)
Net income (loss) attributable to Rice Energy Inc. common stockholders
 
$
57,132

 
$
107,314

 
$
138,333

 
$
12,575

 
$
(287,115
)
 
$
28,239




40


Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2016
 
 
(in thousands)
 
Rice Energy Inc.
 
Rice Energy Operating LLC
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
 
Natural gas, oil and NGL sales
 
$

 
$

 
$
234,754

 
$

 
$

 
$
234,754

Gathering, compression and water services
 

 

 

 
123,614

 
(75,334
)
 
48,280

Other revenue
 

 

 
12,906

 

 

 
12,906

Total operating revenues
 

 

 
247,660

 
123,614

 
(75,334
)
 
295,940

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Lease operating
 

 

 
20,109

 

 

 
20,109

Gathering, compression and transportation
 

 

 
99,510

 

 
(44,209
)
 
55,301

Production taxes and impact fees
 

 

 
4,310

 

 

 
4,310

Impairment of fixed assets
 

 

 

 
2,595

 

 
2,595

Exploration
 

 

 
6,538

 

 

 
6,538

Midstream operation and maintenance
 

 

 

 
14,224

 
(47
)
 
14,177

Incentive unit expense
 

 

 
37,012

 
1,970

 

 
38,982

Acquisition expense
 

 

 

 
556

 

 
556

General and administrative
 

 

 
34,786

 
19,359

 

 
54,145

Depreciation, depletion and amortization
 

 

 
154,105

 
15,238

 
(5,406
)
 
163,937

Amortization of intangible assets
 

 

 

 
811

 

 
811

Other expense
 

 

 
15,499

 
149

 

 
15,648

Total operating expenses
 

 

 
371,869

 
54,902

 
(49,662
)
 
377,109

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating (loss) income
 

 

 
(124,209
)
 
68,712

 
(25,672
)
 
(81,169
)
Interest expense
 

 
(45,616
)
 
(34
)
 
(3,673
)
 

 
(49,323
)
Other income
 

 
748

 
2,013

 
1

 

 
2,762

Gain on derivative instruments
 

 
(59,040
)
 
(72,336
)
 

 

 
(131,376
)
Amortization of deferred financing costs
 

 
(2,287
)
 

 
(882
)
 

 
(3,169
)
Equity (loss) income in affiliate
 
(174,761
)
 
(146,077
)
 
(3,029
)
 

 
323,867

 

(Loss) income before income taxes
 
(174,761
)
 
(252,272
)
 
(197,595
)
 
64,158

 
298,195

 
(262,275
)
Income tax benefit (expense)
 

 
77,511

 
89,278

 
(39,918
)
 

 
126,871

Net (loss) income
 
(174,761
)
 
(174,761
)
 
(108,317
)
 
24,240

 
298,195

 
(135,404
)
Less: Net income attributable to the noncontrolling interests
 

 

 

 
(38,870
)
 

 
(38,870
)
Net (loss) income attributable to Rice Energy
 
(174,761
)
 
(174,761
)
 
(108,317
)
 
(14,630
)
 
298,195

 
(174,274
)
Less: Preferred dividends and accretion of redeemable noncontrolling interests
 

 

 

 
(11,402
)
 

 
(11,402
)
Net (loss) income attributable to Rice Energy Inc. common stockholders
 
$
(174,761
)
 
$
(174,761
)
 
$
(108,317
)
 
$
(26,032
)
 
$
298,195

 
$
(185,676
)


41


Condensed Statement of Cash Flows for the Six Months Ended June 30, 2017
 
 
 
 
 
 
(in thousands)
 
Rice Energy Inc.
 
Rice Energy Operating LLC
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Net cash (used in) provided by operating activities
 
$
(32,462
)
 
$
(48,401
)
 
$
315,987

 
$
122,833

 
$
(31,506
)
 
$
326,451

 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures for property and equipment
 
(2,246
)
 

 
(491,768
)
 
(181,818
)
 
31,506

 
(644,326
)
Acquisitions
 

 

 

 
(3,671
)
 

 
(3,671
)
Acquisition deposit
 

 

 
(18,033
)
 

 

 
(18,033
)
Investment in subsidiaries
 
26,862

 
(10,138
)
 

 

 
(16,724
)
 

Net cash provided by (used in) investing activities
 
24,616

 
(10,138
)
 
(509,801
)
 
(185,489
)
 
14,782

 
(666,030
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from borrowings
 

 

 

 
75,500

 

 
75,500

Repayments of debt obligations
 
(768
)
 

 

 

 

 
(768
)
Debt issuance costs
 

 
(1,359
)
 

 
(40
)
 

 
(1,399
)
Distributions to the Partnership's public unitholders
 

 
(1,225
)
 

 
(38,977
)
 

 
(40,202
)
Tax distribution to Vantage Sellers
 
34,228

 
(34,228
)
 

 

 

 

Net cash contributions to Strike Force Midstream by Gulfport Midstream
 

 

 

 
21,815

 

 
21,815

Preferred dividends on Series B Units
 

 

 

 
(15,270
)
 

 
(15,270
)
Employee tax withholding for settlement of stock compensation award vestings
 
(8,600
)
 

 

 

 

 
(8,600
)
Contributions from parent
 

 
(26,862
)
 
10,138

 

 
16,724

 

Net cash provided by (used in) financing activities
 
24,860

 
(63,674
)
 
10,138

 
43,028

 
16,724

 
31,076

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in cash
 
17,014

 
(122,213
)
 
(183,676
)
 
(19,628
)
 

 
(308,503
)
Cash, beginning of year
 
2,756

 
230,944

 
164,522

 
71,821

 

 
470,043

Cash, end of period
 
$
19,770

 
$
108,731

 
$
(19,154
)
 
$
52,193

 
$

 
$
161,540



42


Condensed Statement of Cash Flows for the Six Months Ended June 30, 2016
 
 
 
 
 
 
(in thousands)
 
Rice Energy Inc.
 
Rice Energy Operating LLC
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Consolidated
Net cash provided by (used in) operating activities
 
$
10,046

 
$
(14,481
)
 
$
158,472

 
$
79,934

 
$
(31,077
)
 
$
202,894

 
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures for property and equipment
 
(15,254
)
 

 
(371,066
)
 
(129,286
)
 
31,077

 
(484,529
)
Capital expenditures for acquisitions
 

 

 

 
(7,744
)
 

 
(7,744
)
Investment in subsidiaries
 
55,566

 
70,047

 

 

 
(125,613
)
 

Net cash provided by (used in) investing activities
 
40,312

 
70,047

 
(371,066
)
 
(137,030
)
 
(94,536
)
 
(492,273
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Proceeds from borrowings
 

 

 

 
120,000

 

 
120,000

Repayments of debt obligations
 
(690
)
 

 

 
(255,000
)
 

 
(255,690
)
Debt issuance costs
 
32

 

 

 
(701
)
 

 
(669
)
Distributions to the Partnership's public unitholders
 

 

 

 
(17,636
)
 

 
(17,636
)
Shares of common stock issued in April 2016 offering, net of offering costs
 
311,764

 

 

 

 

 
311,764

RMP common units issued in the Partnership’s June 2016 offering, net of offering costs
 

 

 

 
164,150

 

 
164,150

Proceeds from conversion of warrants
 
100

 

 

 

 

 
100

Proceeds from issuance of redeemable noncontrolling interests, net of offering costs
 

 

 

 
368,767

 

 
368,767

RMP common units issued in the Partnership’s ATM program, net of offering costs
 

 

 

 
15,782

 

 
15,782

Preferred dividends on Series B Units
 

 

 

 
(3,576
)
 

 
(3,576
)
Contributions from parent
 

 
(55,566
)
 
224,627

 
(294,674
)
 
125,613

 

Net cash provided by financing activities
 
311,206

 
(55,566
)
 
224,627

 
97,112

 
125,613

 
702,992

 
 
 
 
 
 
 
 
 
 
 
 
 
Increase (decrease) in cash
 
361,564

 

 
12,033

 
40,016

 

 
413,613

Cash, beginning of year
 
78,474

 
2

 
57,798

 
15,627

 

 
151,901

Cash, end of period
 
$
440,038

 
$
2

 
$
69,831

 
$
55,643

 
$

 
$
565,514




43



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our 2016 Annual Report, as well as the condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included elsewhere in this Quarterly Report. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Overview
Rice Energy is an independent natural gas and oil company focused on the acquisition, exploration and development of natural gas, oil and NGL properties in the Appalachian Basin. We operate in three business segments, which are managed separately due to their distinct operational differences - the Exploration and Production segment, the Rice Midstream Holdings segment and the Rice Midstream Partners segment. The Exploration and Production segment is responsible for the acquisition, exploration and development of natural gas, oil and NGLs. The Rice Midstream Holdings segment is engaged in the gathering and compression of natural gas, oil and NGL production for us and third parties in Belmont and Monroe Counties, Ohio. The Rice Midstream Partners segment is engaged in the gathering and compression of natural gas, oil and NGL production in Washington and Greene Counties, Pennsylvania, and in the provision of water services to support the well completion services of us and third parties in Washington and Greene Counties, Pennsylvania and Belmont County, Ohio.
Proposed Merger with EQT Corporation
On June 19, 2017, we and EQT entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions, an indirect, wholly-owned subsidiary of EQT will merge with and into us (the “Merger”), and immediately thereafter we will merge with and into another indirect, wholly-owned subsidiary of EQT (“LLC Sub”), with LLC Sub continuing as the surviving entity in such merger as an indirect, wholly-owned subsidiary of EQT.
On the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the respective boards of directors of us and EQT, at the effective time of the Merger, each share of our common stock issued and outstanding immediately before that time (other than shares of our common stock held by EQT or certain of its direct and indirect subsidiaries, shares held by us in treasury or shares with respect to which appraisal has been properly demanded pursuant to Delaware law) will automatically be converted into the right to receive 0.37 shares of EQT common stock and $5.30 in cash. The consummation of the Merger is subject to approval by the shareholders of both us and EQT and certain customary regulatory and other closing conditions and is expected to close in the fourth quarter of 2017.
The Merger Agreement provides for certain termination rights for both us and EQT, including the right of either party to terminate the Merger Agreement if the Merger is not consummated by February 19, 2018 (which may be extended by either party to May 19, 2018 under certain circumstances). Upon termination of the Merger Agreement under certain specified circumstances, we may be required to pay EQT, or EQT may be required to pay us, a termination fee of $255.0 million. In addition, if the Merger Agreement is terminated because of a failure of a party’s shareholders to approve the proposals required to complete the Merger, that party may be required to reimburse the other party for its transaction expenses in an amount equal to $67.0 million.
Vantage Acquisition
Following completion of the Vantage Acquisition, we operate Vantage through Rice Energy Operating. As part of the consideration for the Vantage Acquisition, certain affiliates of Quantum Energy Partners, Riverstone Holdings LLC and Lime Rock Partners (such affiliates, the “Vantage Sellers”) were issued 1/1000th of a share of our preferred stock for each unit held in Rice Energy Operating. In connection with the issuance of such membership interests to the Vantage Sellers, we and the Vantage Sellers entered into Rice Energy Operating’s Third Amended and Restated Limited Liability Company Agreement (the “Third A&R LLC Agreement”). Under the Third A&R LLC Agreement, as the sole manager, we control all of the day-to-day business affairs and decision-making of Rice Energy Operating without approval of any other member, unless otherwise stated in the Third A&R LLC Agreement. As such, we, through our officers and directors, are responsible for all operational and administrative decisions of Rice Energy Operating and the day-to-day management of Rice Energy Operating’s business. Pursuant to the terms of the Third A&R LLC Agreement, we cannot, under any circumstances, be removed or replaced as the sole manager of Rice Energy Operating, except by our own election, so long as we remain a member of Rice Energy Operating. Provisions regarding

44



the operations of Rice Energy Operating and the rights and obligations of the holders of Rice Energy Operating common units are set forth in the Third A&R LLC Agreement. As of June 30, 2017, we owned an 87.04% membership interest in Rice Energy Operating. The remaining 12.96% membership interest in Rice Energy Operating is owned by the Vantage Sellers and is reflected as noncontrolling interest in the consolidated financial statements.
Sources of Revenues
The substantial majority of our revenues are derived from the sale of natural gas and do not include the effects of derivatives. Our revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in realized prices. Our gathering, compression and water services revenues are primarily derived from our gathering and compression contracts in addition to fees charged to outside working interest owners.
The following table provides detail of our operating revenues from the condensed consolidated statements of operations for the three and six months ended June 30, 2017 and 2016.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands)
2017
 
2016
 
2017
 
2016
Natural gas sales
$
345,085

 
$
121,312

 
$
697,047

 
$
232,866

Oil and NGL sales
3,807

 
1,000

 
8,679

 
1,888

Gathering, compression and water services
38,065

 
23,728

 
68,408

 
48,280

Other revenue
11,350

 
9,958

 
17,979

 
12,906

Total operating revenues
$
398,307

 
$
155,998

 
$
792,113

 
$
295,940

NYMEX Henry Hub prompt month contract prices are widely-used benchmarks in the pricing of natural gas. The following table provides the high and low prices for NYMEX Henry Hub prompt month contract prices and our differential to the average of those benchmark prices for the periods indicated.
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2017
 
2016
 
2017
 
2016
NYMEX Henry Hub High ($/MMBtu)
$
3.27

 
$
2.93

 
$
3.65

 
$
2.93

NYMEX Henry Hub Low ($/MMBtu)
$
2.83

 
$
1.71

 
$
2.44

 
$
1.64

 
 
 
 
 
 
 
 
NYMEX Henry Hub Price ($/MMBtu)
$
3.18

 
$
1.95

 
$
3.25

 
$
2.02

Less: Average Basis Impact ($/MMBtu)
(0.49
)
 
(0.27
)
 
(0.43
)
 
(0.31
)
Plus: Btu Uplift (MMBtu/Mcf)
0.14

 
0.09

 
0.14

 
0.08

Pre-Hedge Realized Price ($/Mcf)
$
2.83

 
$
1.77

 
$
2.96

 
$
1.79

Consolidated Results of Operations
Below are some highlights of our financial and operating results for the three and six months ended June 30, 2017 and 2016:
Our natural gas, oil and NGL sales were $348.9 million and $122.3 million in the three months ended June 30, 2017 and 2016, respectively, and $705.7 million and $234.8 million in the six months ended June 30, 2017 and 2016, respectively.
Our production volumes were 123.2 Bcfe and 68.9 Bcfe in the three months ended June 30, 2017 and 2016, respectively, and 237.7 Bcfe and 130.3 Bcfe in the six months ended June 30, 2017 and 2016, respectively.
Our gathering, compression and water services revenues were $38.1 million and $23.7 million in the three months ended June 30, 2017 and 2016, respectively, and $68.4 million and $48.3 million in the six months ended June 30, 2017 and 2016, respectively.
Our per unit cash production costs were $0.51 per Mcfe and $0.56 per Mcfe in the three months ended June 30, 2017 and 2016, respectively, and $0.55 per Mcfe and $0.60 per Mcfe in the six months ended June 30, 2017 and 2016, respectively.

45



The following tables set forth selected operating and financial data for the three and six months ended June 30, 2017 and 2016:
 
Three Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
 
 
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Natural gas sales (in thousands)
$
345,085

 
$
121,312

 
$
223,773

 
$
697,047

 
$
232,866

 
$
464,181

Oil and NGL sales (in thousands)
3,807

 
1,000

 
2,807

 
8,679

 
1,888

 
6,791

Natural gas, oil and NGL sales (in thousands)
$
348,892

 
$
122,312

 
$
226,580

 
$
705,726

 
$
234,754

 
$
470,972

 
 
 
 
 
 
 
 
 
 
 
 
Natural gas production (Bcf)
121.9

 
68.7

 
53.2

 
235.1

 
129.7

 
105.4

Oil and NGL production (MBbls)
207.9

 
40.7

 
167.2

 
430.9

 
96.8

 
334.1

Total production (Bcfe)
123.2

 
68.9

 
54.3

 
237.7

 
130.3

 
107.4

 
 
 
 
 
 
 
 
 
 
 
 
Average natural gas prices before effects of hedges per Mcf
$
2.83

 
$
1.77

 
$
1.06

 
$
2.96

 
$
1.79

 
$
1.17

Average realized natural gas prices after effects of hedges per Mcf (1)
2.68

 
2.75

 
(0.07
)
 
2.83

 
2.81

 
0.02

Average oil and NGL prices per Bbl:
18.31

 
24.56

 
(6.25
)
 
20.14

 
19.50

 
0.64

 
 
 
 
 
 
 
 
 
 
 
 
Average costs per Mcfe
 
 
 
 
 
 
 
 
 
 
 
Lease operating
$
0.14

 
$
0.13

 
$
0.01

 
$
0.17

 
$
0.15

 
$
0.02

Gathering, compression and transportation
0.32

 
0.39

 
(0.07
)
 
0.33

 
0.42

 
(0.09
)
Production taxes and impact fees
0.05

 
0.04

 
0.01

 
0.05

 
0.03

 
0.02

General and administrative
0.32

 
0.42

 
(0.10
)
 
0.31

 
0.42

 
(0.11
)
Depreciation, depletion and amortization
1.18

 
1.23

 
(0.05
)
 
1.19

 
1.26

 
(0.07
)
 
 
 
 
 
 
 
 
 
 
 
 
Total gathering, compression and water services revenues (in thousands):
$
38,065

 
$
23,728

 
$
14,337

 
$
68,408

 
$
48,280

 
$
20,128

 
 
 
 
 
 
 
 
 
 
 
 
Gathering volumes (MDth/d)
2,535

 
1,592

 
943

 
2,371

 
1,441

 
930

Compression volumes (MDth/d)
1,338

 
1,025

 
313

 
1,361

 
770

 
591

Water distribution volumes (MMgal)
424

 
335

 
89

 
789

 
797

 
(8
)
(1) The effect of hedges includes realized gains and losses on commodity derivative transactions.

46



 
Three Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
 
(in thousands, except per share data)
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
Natural gas, oil and NGL sales
$
348,892

 
$
122,312

 
$
226,580

 
$
705,726

 
$
234,754

 
$
470,972

Gathering, compression and water services
38,065

 
23,728

 
14,337

 
68,408

 
48,280

 
20,128

Other revenue
11,350

 
9,958

 
1,392

 
17,979

 
12,906

 
5,073

Total operating revenues
398,307

 
155,998

 
242,309

 
792,113

 
295,940

 
496,173

 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Lease operating
17,645

 
9,038

 
8,607

 
40,294

 
20,109

 
20,185

Gathering, compression and transportation
39,131

 
27,169

 
11,962

 
78,557

 
55,301

 
23,256

Production taxes and impact fees
6,679

 
2,659

 
4,020

 
12,832

 
4,310

 
8,522

Exploration
7,106

 
5,548

 
1,558

 
11,118

 
6,538

 
4,580

Midstream operation and maintenance
8,348

 
4,555

 
3,793

 
14,998

 
14,177

 
821

Incentive unit expense
4,800

 
14,840

 
(10,040
)
 
7,683

 
38,982

 
(31,299
)
Acquisition expense
2,408

 
84

 
2,324

 
2,615

 
556

 
2,059

Impairment of gas properties

 

 

 
92,355

 

 
92,355

Impairment of fixed assets

 

 

 

 
2,595

 
(2,595
)
General and administrative
39,226

 
29,272

 
9,954

 
73,050

 
54,145

 
18,905

Depreciation, depletion and amortization
145,904

 
84,752

 
61,152

 
282,782

 
163,937

 
118,845

Amortization of intangible assets
406

 
403

 
3

 
808

 
811

 
(3
)
Other expense
13,207

 
11,457

 
1,750

 
19,365

 
15,648

 
3,717

Total operating expenses
284,860

 
189,777

 
95,083

 
636,457

 
377,109

 
259,348

 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
113,447

 
(33,779
)
 
147,226

 
155,656

 
(81,169
)
 
236,825

Interest expense
(27,269
)
 
(24,802
)
 
(2,467
)
 
(54,292
)
 
(49,323
)
 
(4,969
)
Other income
273

 
2,549

 
(2,276
)
 
453

 
2,762

 
(2,309
)
Gain (loss) on derivative instruments
103,558

 
(201,555
)
 
305,113

 
88,779

 
(131,376
)
 
220,155

Loss on embedded derivatives
(15,417
)
 

 
(15,417
)
 
(15,417
)
 

 
(15,417
)
Amortization of deferred financing costs
(3,426
)
 
(1,618
)
 
(1,808
)
 
(6,078
)
 
(3,169
)
 
(2,909
)
Income (loss) before income taxes
171,166

 
(259,205
)
 
430,371

 
169,101

 
(262,275
)
 
431,376

Income tax (expense) benefit
(33,917
)
 
120,496

 
(154,413
)
 
(33,341
)
 
126,871

 
(160,212
)
Net income (loss)
137,249

 
(138,709
)
 
275,958

 
135,760

 
(135,404
)
 
271,164

Less: Net income attributable to noncontrolling interests
(53,724
)
 
(17,977
)
 
(35,747
)
 
(78,533
)
 
(38,870
)
 
(39,663
)
Net income (loss) attributable to Rice Energy Inc.
83,525

 
(156,686
)
 
240,211

 
57,227

 
(174,274
)
 
231,501

Less: Preferred dividends and accretion of redeemable noncontrolling interests
(20,656
)
 
(7,944
)
 
(12,712
)
 
(28,988
)
 
(11,402
)
 
(17,586
)
Net income (loss) attributable to Rice Energy Inc. common stockholders
$
62,869

 
$
(164,630
)
 
$
227,499

 
$
28,239

 
$
(185,676
)
 
$
213,915

 
 
 
 
 
 
 
 
 
 
 
 
Loss per share - basic
$
0.31

 
$
(1.07
)
 
1.38

 
$
0.14

 
$
(1.28
)
 
$
1.42

Loss per share - diluted
$
0.30

 
$
(1.07
)
 
1.37

 
$
0.14

 
$
(1.28
)
 
$
1.42

Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016

47



Total operating revenues. The increase in total operating revenues was the result of a 77% increase in natural gas production from 68.7 Bcfe in the second quarter of 2016 compared to 121.9 Bcfe in the second quarter of 2017. During the three months ended June 30, 2017, we turned 30 gross (26 net) wells into sales, bringing our total producing well count to 431 gross (329 net). Also contributing to the increase in operating revenues was an increase in our period-over-period realized price. Our realized price for the three months ended June 30, 2017 was $2.83 per Mcf compared to $1.77 for the three months ended June 30, 2016, in each case before the effect of hedges. Operating revenues were also positively impacted by a 60% increase in gathering, compression and water services revenues period-over-period. In addition, post-acquisition revenue associated with the Vantage Acquisition was $106.0 million for the three months ended June 30, 2017.
Lease operating. The increase in lease operating expense from $9.0 million for the three months ended June 30, 2016 to $17.6 million for the three months ended June 30, 2017, or 95%, was primarily attributable to an increase in our production base period-over-period. In addition, lease operating expense per unit of production increased period-over-period from $0.13 for the three months ended June 30, 2016 to $0.14 for the three months ended June 30, 2017. The increase on a per unit basis was primarily attributable to the addition of producing wells in the Fort Worth Basin acquired from Vantage in the fourth quarter of 2016.
Gathering, compression and transportation. Gathering, compression and transportation expense for the second quarter of 2017 of $39.1 million was comprised of $30.0 million of transportation contracts with third parties and $9.1 million of gathering and compression charges from third parties. The 44% increase was primarily attributable to a 79% increase in production volumes for the three months ended June 30, 2017 compared to the three months ended June 30, 2016, which favorably impacted the gathering, compression and transportation rate.
Production taxes and impact fees. Production taxes are directly related to natural gas, oil and NGLs sales. The increase from $2.7 million for the three months ended June 30, 2016 to $6.7 million for the three months ended June 30, 2017, or 151%, was primarily due to a severance tax on gas produced by our Fort Worth Basin assets.
Midstream operation and maintenance. The increase in midstream operation and maintenance expense from $4.6 million for the three months ended June 30, 2016 to $8.3 million for the three months ended June 30, 2017, or 83%, primarily relates to additional operation and maintenance expense associated with midstream and water assets acquired in connection with the Vantage Acquisition that were not present in the prior year. In addition, the increase in operation and maintenance expense was due to an increase in variable water costs associated with the need for supplemental water systems to support combination hydraulic fracturing during the three months ended June 30, 2017, as well as an increase in pipeline maintenance expenses.
Incentive unit expense. Incentive unit expense decreased 68% period-over-period. In the second quarter of 2016, the $14.8 million expense consisted of $5.8 million of non-cash compensation expense related to the Rice Energy Holdings LLC (“Rice Holdings”) incentive units and $9.0 million of non-cash compensation expense related to the quarterly fair market value adjustment for the NGP Holdings incentive units. In the second quarter of 2017, the $4.8 million expense consisted of non-cash compensation expense related to the Rice Holdings incentive units. No future expense will be recognized related to the NGP Holdings incentive units as a result of the April 2016 settlement of the remaining NGP Holdings incentive unit obligation. See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—12. Incentive Units” for additional information.
General and administrative. For the three months ended June 30, 2017, general and administrative expense increased approximately 34%, which was primarily attributable to the addition of personnel to support our growth activities and related salary and employee benefits. On a per unit basis, general and administrative expense decreased by 24%, from $0.42 per Mcfe during the three months ended June 30, 2016 to $0.32 per Mcfe during the three months ended June 30, 2017, primarily due to a 79% increase in production. Included in general and administrative expense is stock compensation expense of $6.2 million and $6.1 million for the three months ended June 30, 2017 and 2016, respectively.

Depreciation, depletion and amortization expense (“DD&A”). The increase from $84.8 million for the three months ended June 30, 2016 to $145.9 million for the three months ended June 30, 2017, or 72%, was a result of a greater number of producing wells in the second quarter of 2017 compared to the second quarter of 2016. As of June 30, 2017, we had 431 gross (329 net) producing wells, a 39% increase when compared to the number of producing wells as of June 30, 2016. On a per unit basis, DD&A expense decreased $0.05 per Mcfe, or 4%, from $1.23 for the three months ended June 30, 2016 to $1.18 per Mcfe for the three months ended June 30, 2017 due primarily to well cost reductions and drilling and completion efficiencies that we have achieved during the period.
Interest expense. The increase from $24.8 million for the three months ended June 30, 2016 to $27.3 million for the three months ended June 30, 2017, or 10%, was a result of higher levels of average borrowings outstanding during the second quarter of 2017 as compared to the second quarter of 2016 in order to fund our capital programs.

48



Gain (loss) on derivative instruments. The $103.6 million gain on derivative contracts in the second quarter of 2017 is comprised of cash payments of $18.7 million on the settlement of maturing contracts and a $122.2 million unrealized gain in the second quarter of 2017. The $201.6 million loss on derivative contracts in the second quarter of 2016 was comprised of $67.4 million of cash receipts on the settlement of maturing contracts and a $268.9 million unrealized loss.
Loss on embedded derivatives. The $15.4 million loss on embedded derivatives in the second quarter of 2017 was related to our reassessment of the probability of a Change in Control under the LLC Agreement and the GP Holdings A&R LPA following our entry into the Merger Agreement and determination that the occurrence of a Change in Control was probable. As a result, we assessed certain embedded derivatives requiring bifurcation in the LLC Agreement and GP Holdings A&R LPA and determined that the value of the Investor Put Right increased as a result of the change in probability. As of June 30, 2017, the embedded derivative fair value of the Investor Put Right was approximately $15.4 million and is included as an embedded derivative liability in the accompanying condensed consolidated balance sheet. Please see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—10. Mezzanine Equity” for further information.
Income tax (expense) benefit. The increase in income tax expense from an income tax benefit of $120.5 million for the three months ended June 30, 2016 to an income tax expense of $33.9 million for the three months ended June 30, 2017, or 128%, was primarily the result of an increase in net income before income taxes.
Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016
Total operating revenues. The $496.2 million, or 168% increase in total operating revenues period-over-period was mainly a result of an increase in natural gas production from 129.7 Bcfe for the six months ended June 30, 2016 to 235.1 Bcfe for the six months ended June 30, 2017. Also contributing to the increase in operating revenues was an increase in our period-over-period realized price. Our realized price for the six months ended June 30, 2017 was $2.96 per Mcf compared to $1.79 per Mcf for the six months ended June 30, 2016, in each case before the effect of hedges. Operating revenues were also positively impacted by a 42% increase in gathering, compression and water service revenues period-over-period. In addition, post-acquisition revenue associated with the Vantage Acquisition was $201.9 million for the six months ended June 30, 2017.
Lease operating. The $20.2 million, or 100% increase in lease operating expenses period-over-period was primarily attributable to an increase in our production base period-over-period. In addition, lease operating expense per unit of production increased period-over-period from $0.15 for the six months ended June 30, 2016 to $0.17 for the six months ended June 30, 2017. The increase on a per unit basis was primarily attributable to the addition of producing wells in the Fort Worth Basin acquired from Vantage in the fourth quarter of 2016.
Gathering, compression and transportation. Gathering, compression and transportation expense for the six months ended June 30, 2017 of $78.6 million is mainly comprised of $62.8 million of transportation contracts with third parties and $15.8 million of gathering charges from third parties. The $23.3 million, or 42% increase was primarily attributable to an 82% increase in production volumes for the six months ended June 30, 2017 compared to the six months ended June 30, 2016, which favorably impacted the gathering, compression and transportation rate.
Production taxes and impact fees. Production taxes are directly related to natural gas, oil and NGLs sales. The $8.5 million, or 198%, increase in production taxes for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 is primarily due to a severance tax on gas produced by our Fort Worth Basin assets.
Incentive unit expense. Incentive unit expense decreased 80% period-over-period. In the six months ended June 30, 2016, the $39.0 million expense consisted of $11.7 million of non-cash compensation expense related to the Rice Holdings incentive units and $27.3 million of compensation expense related to the final fair market value adjustment for the NGP Holdings incentive units. In the six months ended June 30, 2017, the $7.7 million expense consisted of of non-cash compensation expense related to the Rice Holdings incentive units. No future expense will be recognized related to the NGP Holdings incentive units as a result of the April 2016 settlement of the remaining NGP Holdings incentive unit obligation. See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—12. Incentive Units” for additional information.
Impairment of gas properties. For the six months ended June 30, 2017, we recorded a $92.4 million impairment related to certain proved gas properties located in the Fort Worth Basin. As a result of significant declines in forward Waha basis differentials, which is the primary sales point for our Fort Worth Basin production, we performed an asset recoverability test and determined that the carrying value of our Fort Worth Basin proved properties exceeded its fair value. See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—3. Impairment” for additional information.
General and administrative. For the six months ended June 30, 2017, general and administrative expense increased approximately 35%, which was primarily attributable to the addition of personnel to support our growth activities and related salary and employee benefits. On a per unit basis, general and administrative expense decreased by 26%, from $0.42 per Mcfe

49



during the six months ended June 30, 2016 to $0.31 per Mcfe during the six months ended June 30, 2017, primarily due to a 82% increase in production. Included in general and administrative expense is stock compensation expense of $11.3 million and $10.8 million for the six months ended June 30, 2017 and 2016, respectively.
DD&A. The increase from $163.9 million for the six months ended June 30, 2016 to $282.8 million for the six months ended June 30, 2017, or 72%, was a result of a greater number of producing wells in the six months ended June 30, 2017 compared to the six months ended June 30, 2016. As of June 30, 2017, we had 431 gross (329 net) producing wells, a 39% increase when compared to the number of producing wells as of June 30, 2016. On a per unit basis, DD&A expense decreased 0.07 per Mcfe, or 6%, from $1.26 for the six months ended June 30, 2016 to 1.19 per Mcfe for the six months ended June 30, 2017 due primarily to well cost reductions and drilling and completion efficiencies that we have achieved during the period.
Interest expense. The increase from $49.3 million for the six months ended June 30, 2016 to $54.3 million for the six months ended June 30, 2017, or 10%, was a result of higher levels of average borrowings outstanding during the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 in order to fund our capital programs.
Gain (loss) on derivative instruments. The $88.8 million gain on derivative contracts in the six months ended June 30, 2017 is comprised of cash payments of $32.3 million on the settlement of maturing contracts and a $121.1 million unrealized gain in the six months ended June 30, 2017. The $131.4 million loss on derivative contracts in the six months ended June 30, 2016 was comprised of $131.5 million of cash receipts on the settlement of maturing contracts and a $262.8 million unrealized loss.
Loss on embedded derivatives. The $15.4 million loss on embedded derivatives in the second quarter of 2017 was related to our reassessment of the probability of a Change in Control under the LLC Agreement and the GP Holdings A&R LPA following our entry into the Merger Agreement and determination that the occurrence of a Change in Control was probable. As a result, we assessed certain embedded derivatives requiring bifurcation in the LLC Agreement and GP Holdings A&R LPA and determined that the value of the Investor Put Right increased as a result of the change in probability. As of June 30, 2017, the embedded derivative fair value of the Investor Put Right was approximately $15.4 million and is included as an embedded derivative liability in the accompanying condensed consolidated balance sheet. Please see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—10. Mezzanine Equity” for further information.
Income tax (expense) benefit. The increase in income tax expense from an income tax benefit of $126.9 million for the six months ended June 30, 2016 to an income tax expense of $33.3 million for the six months ended June 30, 2017, or 126%, was primarily the result of an increase in net income before income taxes.
Business Segment Results of Operations
We operate in three business segments: Exploration and Production, Rice Midstream Holdings and Rice Midstream Partners. We evaluate our business segments based on their contribution to our consolidated results based on operating income. Please see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—8. Financial Information by Business Segment” for a reconciliation of the operating results and assets of our business segments.
The following tables set forth selected operating and financial data for each business segment during the three and six months ended June 30, 2017 compared to the three and six months ended June 30, 2016:
Exploration and Production Segment

50



 
Three Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
 
(in thousands, except volumes)
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
Natural gas, oil and NGL sales
$
348,892

 
$
122,312

 
$
226,580

 
$
705,726

 
$
234,754

 
$
470,972

Other revenue
11,350

 
9,958

 
1,392

 
17,979

 
12,906

 
5,073

Total operating revenues
360,242

 
132,270

 
227,972

 
723,705

 
247,660

 
476,045

 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Lease operating
17,740

 
9,038

 
8,702

 
40,389

 
20,108

 
20,281

Gathering, compression and transportation
85,915

 
51,307

 
34,608

 
167,810

 
99,510

 
68,300

Production taxes and impact fees
6,679

 
2,659

 
4,020

 
12,832

 
4,310

 
8,522

Exploration
7,106

 
5,548

 
1,558

 
11,118

 
6,538

 
4,580

Incentive unit expense
4,664

 
14,141

 
(9,477
)
 
7,464

 
37,012

 
(29,548
)
Acquisition costs
1,356

 

 
1,356

 
1,563

 

 
1,563

Impairment of gas properties

 

 

 
92,355

 

 
92,355

Impairment of fixed assets

 

 

 

 
2,595

 
(2,595
)
General and administrative
25,653

 
18,413

 
7,240

 
48,868

 
34,854

 
14,014

Depreciation, depletion and amortization
141,478

 
79,515

 
61,963

 
273,317

 
154,471

 
118,846

Other expense
11,210

 
11,097

 
113

 
17,255

 
15,500

 
1,755

Total operating expenses
301,801

 
191,718

 
110,083

 
672,971

 
374,898

 
298,073

 
 
 
 
 
 
 
 
 
 
 
 
Operating income (loss)
$
58,441

 
$
(59,448
)
 
$
117,889

 
$
50,734

 
$
(127,238
)
 
$
177,972

 
 
 
 
 
 
 
 
 
 
 
 
Operating volumes:
 
 
 
 
 
 
 
 
 
 
 
Natural gas production (Bcf):
121.9

 
68.7

 
53.2

 
235.1

 
129.7

 
105.4

Oil and NGL production (MBbls):
207.9

 
40.7

 
167.2

 
430.9

 
96.8

 
334.1

Total production (Bcfe)
123.2

 
68.9

 
54.3

 
237.7

 
130.3

 
107.4

Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016
Natural gas, oil and NGL sales. The 185% increase in natural gas sales was the result of an increase in production in the second quarter of 2017 compared to the second quarter of 2016, as discussed above. During the three months ended June 30, 2017, we turned 30 gross (26 net) wells into sales, bringing our total producing well count to 431 gross (329 net). In addition to the impact of increased production volumes on operating revenues, our realized price increased from $1.77 per Mcf in the second quarter of 2016 to $2.83 per Mcf in the second quarter of 2017, in each case before the effect of hedges. In addition, post-acquisition revenue and production volumes associated with the Vantage Acquisition was $90.3 million and 32.5 Bcfe for the three months ended June 30, 2017, respectively.
Lease operating. The 95% increase in lease operating expense was primarily attributable to an increase in our production base period-over-period. In addition, lease operating expense per unit of production increased period-over-period from $0.13 for the three months ended June 30, 2016 to $0.14 for the three months ended June 30, 2017. The increase on a per unit basis was primarily attributable to the addition of producing wells in the Fort Worth Basin acquired from Vantage in the fourth quarter of 2016.
Gathering, compression and transportation. Gathering, compression and transportation expense of $85.9 million for the second quarter of 2017 includes approximately $53.9 million of affiliate and third-party gathering fees and $32.1 million of transportation contracts with third parties. The 67% increase in gathering, compression and transportation expenses was mainly due to increased volumes associated with the Rice Midstream Partners segment and the Rice Midstream Holdings segment in the second quarter of 2017 compared to the second quarter of 2016.
Production taxes and impact fees. Production taxes are directly related to natural gas, oil and NGLs sales. The increase from $2.7 million for the three months ended June 30, 2016 to $6.7 million for the three months ended June 30, 2017, or 151%, was primarily due to a severance tax on gas produced by our Fort Worth Basin assets.

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General and administrative. General and administrative expense increased from $18.4 million for the three months ended June 30, 2016 to $25.7 million for the three months ended June 30, 2017, an increase of 39%. The increase period-over-period was primarily attributable to the addition of personnel to support our growth activities and related salary and employee benefits. Included in general and administrative expense is stock compensation expense of $4.9 million and $3.2 million for the three months ended June 30, 2017 and 2016, respectively.
DD&A. DD&A expense increased from $79.5 million for the three months ended June 30, 2016 to $141.5 million for the three months ended June 30, 2017, an increase of 78%. The increase in segment DD&A was a result of an increase in production and greater number of producing wells in the second quarter of 2017 compared to the second quarter of 2016. As of June 30, 2017, we had 431 gross (329 net) producing Appalachian wells, a 39% increase when compared to the number of producing wells as of June 30, 2016.
Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016
Natural gas, oil and NGL sales. The 201% increase in natural gas sales was the result of an increase in production in the six months ended June 30, 2017 compared to the six months ended June 30, 2016, as discussed above. During the six months ended June 30, 2017, we turned 61 gross (55 net) wells into sales, bringing our total producing well count to 431 gross (329 net). In addition to the impact of increased production volumes on operating revenues, our realized price increased from $1.79 per Mcf in the six months ended June 30, 2016 to $2.96 per Mcf in the six months ended June 30, 2016, in each case before the effect of hedges. In addition, post-acquisition revenue and production volumes associated with the Vantage Acquisition was $174.1 million and 60.4 Bcfe for the three months ended June 30, 2017, respectively.
Lease operating. The 100% increase in lease operating expenses period-over-period was primarily attributable to an increase in our production base period-over-period. In addition, lease operating expense per unit of production increased period-over-period from $0.15 for the six months ended June 30, 2016 to $0.17 for the six months ended June 30, 2017. The increase on a per unit basis was primarily attributable to the addition of producing wells in the Fort Worth Basin acquired from Vantage in the fourth quarter of 2016.
Gathering, compression and transportation. Gathering, compression and transportation expense of $167.8 million for the six months ended June 30, 2017 includes approximately $100.6 million of affiliate and third-party gathering fees and $67.2 million of transportation contracts with third parties. The 69% increase in gathering, compression and transportation expenses was mainly due to increased volumes associated with the Rice Midstream Partners segment and the Rice Midstream Holdings segment in the six months ended June 30, 2017 compared to the six months ended June 30, 2016.
Production taxes and impact fees. Production taxes are directly related to natural gas, oil and NGLs sales. The $8.5 million, or 198%, increase in production taxes for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 is primarily due to a severance tax on gas produced by our Fort Worth Basin assets.
Impairment of gas properties. For the six months ended June 30, 2017, we recorded a $92.4 million impairment related to certain proved gas properties located in the Fort Worth Basin. As a result of significant declines in forward Waha basis differentials, which is the primary sales point for our Fort Worth Basin production, we performed an asset recoverability test and determined that the carrying value of our Fort Worth Basin proved properties exceeded its fair value. See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—3. Impairment” for additional information.
General and administrative. General and administrative expense increased from $34.9 million for the six months ended June 30, 2016 to $48.9 million for the six months ended June 30, 2017, an increase of 40%. The increase period-over-period was primarily attributable to the addition of personnel to support our growth activities and related salary and employee benefits. Included in general and administrative expense is stock compensation expense of $8.9 million and $5.8 million for the six months ended June 30, 2017 and 2016, respectively.
DD&A. DD&A expense increased from $154.5 million for the six months ended June 30, 2016 to $273.3 million for the six months ended June 30, 2017, an increase of 77%. The increase in segment DD&A was a result of an increase in production and greater number of producing wells in the six months ended June 30, 2017 compared to the six months ended June 30, 2016. As of June 30, 2017, we had 431 gross (329 net) producing Appalachian wells, a 39% increase when compared to the number of producing wells as of June 30, 2016.

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Rice Midstream Holdings Segment
 
Three Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
 
(in thousands, except volumes)
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
Gathering revenues
$
29,334

 
$
9,240

 
$
20,094

 
$
52,874

 
$
17,776

 
$
35,098

Compression revenues
2,613

 
2,633

 
(20
)
 
5,918

 
4,748

 
1,170

Total operating revenues
31,947

 
11,873

 
20,074

 
58,792

 
22,524

 
36,268

 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Midstream operation and maintenance
1,013

 
462

 
551

 
1,774

 
1,471

 
303

Incentive unit expense
136

 
699

 
(563
)
 
219

 
1,970

 
(1,751
)
General and administrative
6,375

 
5,071

 
1,304

 
11,145

 
8,827

 
2,318

Acquisition costs
556

 
84

 
472

 
556

 
484

 
72

Depreciation, depletion and amortization
1,790

 
1,556

 
234

 
3,187

 
2,645

 
542

       Other expense
1,977

 

 
1,977

 
1,977

 

 
1,977

Total operating expenses
11,847

 
7,872

 
3,975

 
18,858

 
15,397

 
3,461

 
 
 
 
 
 
 
 
 
 
 
 
Operating income
$
20,100

 
$
4,001

 
$
16,099

 
$
39,934

 
$
7,127

 
$
32,807

 
 
 
 
 
 
 
 
 
 
 
 
Operating volumes:
 
 
 
 
 
 
 
 
 
 
 
Gathering volumes (MDth/d):
1,175

 
658

 
517

 
1,073

 
556

 
517

Compression volumes (MDth/d):
446

 
461

 
(15
)
 
502

 
412

 
90

Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016
Total operating revenues. Operating revenues increased from $11.9 million for the three months ended June 30, 2016 to $31.9 million for the three months ended June 30, 2017, an increase of 169%. The increase in total operating revenues was mainly the result of an increase in affiliate gathering and compression volumes between the Exploration and Production segment and the Rice Midstream Holdings segment, as well as an increase in third-party gathering volumes.
Midstream operation and maintenance. Midstream operation and maintenance expense increased from $0.5 million for the three months ended June 30, 2016 to $1.0 million for the three months ended June 30, 2017, an increase of 119%. The increase in midstream operation and maintenance expense was primarily due to increased preventative maintenance expenses on compressor stations and the timing of other general maintenance during the three months ended June 30, 2017.
General and administrative. General and administrative expense increased from $5.1 million for the three months ended June 30, 2016 to $6.4 million for the three months ended June 30, 2017, an increase of 26%. The increase in general and administrative expense period-over-period was primarily attributable to costs associated with personnel to support the Rice Midstream Holdings segment’s growth activities. Included in general and administrative expense is stock compensation expense of $1.2 million and $1.7 million for the second quarter of 2017 and 2016, respectively.
DD&A. DD&A expense increased from $1.6 million for the three months ended June 30, 2016 to $1.8 million for the three months ended June 30, 2017, an increase of 15%. The increase in DD&A was mainly the result of an increase in midstream assets placed in service subsequent to the second quarter of 2016 and the related depreciation on those assets.
Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016
Total operating revenues. Operating revenues increased from $22.5 million for the six months ended June 30, 2016 to $58.8 million for the six months ended June 30, 2017, an increase of 161%. The increase in total operating revenues was mainly the result of an increase in affiliate gathering and compression volumes between the Exploration and Production segment and the Rice Midstream Holdings segment, as well as an increase in third-party gathering volumes.

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Midstream operation and maintenance. Midstream operation and maintenance expense increased from $1.5 million for the six months ended June 30, 2016 to $1.8 million for the six months ended June 30, 2017, an increase of 21%. The increase was primarily due to increased preventative maintenance expenses during the six months ended June 30, 2017.
General and administrative. General and administrative expense increased from $8.8 million for the six months ended June 30, 2016 to $11.1 million for the six months ended June 30, 2017, an increase of 26%. The increase in general and administrative expense period-over-period was primarily attributable to costs associated with personnel to support the Rice Midstream Holdings segment’s growth activities. Included in general and administrative expense is stock compensation expense of $2.1 million and $2.9 million for the six months ended June 30, 2017 and 2016, respectively.
DD&A. DD&A expense increased from $2.6 million for the six months ended June 30, 2016 to $3.2 million for the six months ended June 30, 2017, an increase of 20%. The increase in DD&A was mainly the result of an increase in midstream assets placed in service subsequent to the second quarter of 2016 and the related depreciation on those assets.
Rice Midstream Partners Segment
 
Three Months Ended June 30,
 
 
 
Six Months Ended June 30,
 
 
(in thousands, except volumes)
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Operating revenues:
 
 
 
 
 
 
 
 
 
 
 
Gathering revenues
$
40,314

 
$
26,249

 
$
14,065

 
$
76,534

 
$
51,934

 
$
24,600

Compression revenues
6,270

 
3,787

 
2,483

 
12,052

 
4,902

 
7,150

Water services revenues
25,793

 
16,511

 
9,282

 
46,541

 
44,254

 
2,287

Total operating revenues
72,377

 
46,547

 
25,830

 
135,127

 
101,090

 
34,037

 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Midstream operation and maintenance
9,701

 
4,141

 
5,560

 
17,880

 
12,752

 
5,128

General and administrative
7,198

 
5,787

 
1,411

 
13,037

 
10,463

 
2,574

Depreciation, depletion and amortization
7,543

 
6,855

 
688

 
15,164

 
12,225

 
2,939

Acquisition costs
496

 

 
496

 
496

 
73

 
423

Amortization of intangible assets
406

 
403

 
3

 
808

 
811

 
(3
)
Other expense (income)
20

 
361

 
(341
)
 
133

 
149

 
(16
)
Total operating expenses
25,364

 
17,547

 
7,817

 
47,518

 
36,473

 
11,045

 
 
 
 
 
 
 
 
 
 
 
 
Operating income
$
47,013

 
$
29,000

 
$
18,013

 
$
87,609

 
$
64,617

 
$
22,992

 
 
 
 
 
 
 
 
 
 
 
 
Operating volumes:
 
 
 
 
 
 
 
 
 
 
 
Gathering volumes (MDth/d):
1,360

 
934

 
426

 
1,298

 
885

 
413

Compression volumes (MDth/d):
892

 
564

 
328

 
859

 
358

 
501

Water services volumes (MMgal):
424

 
335

 
89

 
789

 
797

 
(8
)
Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016

54



Total operating revenues. Operating revenues increased from $46.5 million for the three months ended June 30, 2016 to $72.4 million for the three months ended June 30, 2017, an increase of 55%. The increase in operating revenues period-over-period primarily relates to increased gathering and compression revenues associated with a 46% and 58% increase in gathering and compression throughput, respectively. The increase in operating revenues also related to the impact of post-acquisition revenues associated with the Vantage Midstream Entities of $15.7 million for the three months ended June 30, 2017, which was comprised of gathering, compression and water distribution volumes of 377 MDth/d, 50 MDth/d and 63 MMgal, respectively. Additionally, the increase is attributable to a $9.3 million increase in water services revenue due to a 27% increase in fresh water distribution volumes of 335 MMgal for the three months ended June 30, 2016 to 424 MMgal for the three months ended June 30, 2017.
Operation and maintenance expense. Total operation and maintenance expense increased from $4.1 million for the three months ended June 30, 2016 to $9.7 million for the three months ended June 30, 2017, an increase of 134%. The increase period-over-period was primarily due to increases in line maintenance expenses, as well as increases in compressor rental charges associated with the addition of compressor stations acquired in connection with the Vantage Midstream Acquisition. Additionally, the increase relates to an increase in variable water costs associated with supplemental water systems supporting combination fracing in Ohio.
General and administrative expense. General and administrative expense increased from $5.8 million for the three months ended June 30, 2016 to $7.2 million for the three months ended June 30, 2017, an increase of 24%. The increase in general and administrative expense period-over-period was primarily attributable to costs associated with personnel to support our growing midstream operations in Pennsylvania.
DD&A. Depreciation expense increased from $6.9 million for the three months ended June 30, 2016 to $7.5 million for the three months ended June 30, 2017, an increase of 10%. The increase period-over-period was primarily due to additional assets placed into service subsequent to the second quarter of 2016 associated with our gathering, compression and water handling and treatment services. From June 30, 2016 through June 30, 2017, our gathering and water pipeline miles increased by 40% and 22%, respectively.
Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016
Total operating revenues. Operating revenues increased from $101.1 million for the six months ended June 30, 2016 to $135.1 million for the six months ended June 30, 2017, an increase of 34%. The increase in operating revenues period-over-period primarily relates to increased gathering and compression revenues associated with a 192% and 377% increase in gathering and compression throughput, respectively. The increase in operating revenues also related to the impact of post-acquisition revenues associated with the Vantage Midstream Entities of $27.8 million for the six months ended June 30, 2017, which was comprised of gathering, compression and water distribution volumes of 377 MDth/d, 50 MDth/d and 63 MMgal, respectively.
Operation and maintenance expense. Total operation and maintenance expense increased from $12.8 million for the six months ended June 30, 2016 to $17.9 million for the six months ended June 30, 2017, an increase of 40%. The increase period-over-period was primarily due to increases in line maintenance expenses as well as increases in compressor rental charges associated with the addition of compressor stations acquired in connection with the Vantage Midstream Entities. Additionally, the increase relates to an increase in variable water costs associated with the supplemental water systems supporting combination fracs in Ohio.
General and administrative expense. General and administrative expense increased from $10.5 million for the six months ended June 30, 2016 to $13.0 million for the six months ended June 30, 2017, an increase of 25%. The increase in general and administrative expense period-over-period was primarily attributable to costs associated with personnel to support our growing midstream operations in Pennsylvania.
DD&A. Depreciation expense increased from $12.2 million for the six months ended June 30, 2016 to $15.2 million for the six months ended June 30, 2017, an increase of 24%. The increase period-over-period was primarily due to additional assets placed into service subsequent to the second quarter of 2016 associated with our gathering, compression and water handling and treatment services. From June 30, 2016 through June 30, 2017, our gathering and water pipeline miles increased by 40% and 22%, respectively.

55



Capital Resources and Liquidity
Our primary sources of liquidity have been the proceeds from equity and debt financings and borrowings under our credit facilities. Our primary use of capital has been the acquisition and development of natural gas properties and associated midstream infrastructure. As we pursue reserve and production growth, we monitor which capital resources, including equity and debt financings, are available to us to meet our future financial obligations, planned capital expenditure activities and liquidity requirements. We also expect to fund a portion of these requirements with cash flow from operations as we continue to bring additional upstream and midstream production online.
The members of Rice Energy Operating, including us, incur U.S. federal, state and local income taxes on their share of taxable income of Rice Energy Operating, if any. Under the Third A&R LLC Agreement, Rice Energy Operating is required to make cash tax distributions to its members, subsequent to the end of a given calendar year, based upon income allocated to each member and subject to the availability of distributable cash (as defined in the Third A&R LLC Agreement).
Cash Flow Provided by Operating Activities
Net cash provided by operating activities was $326.5 million for the six months ended June 30, 2017, compared to $202.9 million for the six months ended June 30, 2016. The increase in operating cash flow was primarily due to an increase in production and commodity prices, partially offset by an increase in cash operating expenses.
Cash Flow Used in Investing Activities
During the six months ended June 30, 2017, cash flows used in investing activities was $666.0 million, which primarily consisted of capital expenditures for property and equipment of $644.3 million, as compared to $492.3 million for the six months ended June 30, 2016, of which $484.5 million was associated with capital expenditures for property and equipment.
Capital expenditures for the Exploration and Production segment totaled $494.0 million and $386.3 million for the six months ended June 30, 2017 and 2016, respectively. The increase was primarily attributable to the development of our natural gas properties.
Capital expenditures for the Rice Midstream Holdings segment totaled $123.8 million and $54.3 million for the six months ended June 30, 2017 and 2016, respectively. The increase was attributable to an increase in capital expenditures for Midstream Holding’s infrastructure, including capital expenditures for Strike Force Midstream’s midstream infrastructure.
Capital expenditures for the Rice Midstream Partners segment totaled $58.0 million and $75.0 million for the six months ended June 30, 2017 and 2016, respectively. The decrease was primarily attributable to a decrease in the capital expenditures related to the Rice Midstream Partners segment’s water services assets, offset by increases in capital expenditures for compression assets.
Cash Flow Provided by Financing Activities
Net cash provided by financing activities of $31.1 million during the six months ended June 30, 2017 was primarily the result of borrowings on our revolving credit facilities, partially offset by distributions to the Partnership’s public unitholders and payments of preferred dividends to redeemable noncontrolling interest holders. Net cash provided by financing activities of $703.0 million during the six months ended June 30, 2016 was primarily the result of the proceeds from the Midstream Holdings Investment (See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—10. Mezzanine Equity” for additional information), proceeds from the April 2016 equity offering, proceeds from the Partnership’s June 2016 equity offering and proceeds from the Partnership’s ATM program, offset by net repayments on our revolving credit facilities and distributions to the Partnership’s public unitholders.
Debt Agreements
Senior Notes
On April 25, 2014, we issued $900.0 million in aggregate principal amount of 6.25% senior notes due 2022 (the “2022 Notes”) in a private placement to eligible purchasers under Rule 144A and Regulation S of the Securities Act, which resulted in net proceeds to us of $882.7 million after deducting estimated expenses and underwriting discounts and commissions of approximately $17.3 million.
The 2022 Notes will mature on May 1, 2022, and interest is payable on the 2022 Notes on each May 1 and November 1. Upon the occurrence of a Change of Control (as defined in the indenture governing the 2022 Notes), unless we have given notice to redeem the 2022 Notes, the holders of the 2022 Notes will have the right to require us to repurchase all or a portion of the 2022

56



Notes at a price equal to 101% of the aggregate principal amount of the 2022 Notes, plus any accrued and unpaid interest to the date of purchase. We may redeem some or all of the 2022 Notes at redemption prices (expressed as percentages of principal amount) equal to 104.688% prior to May 1, 2018, 103.125% for the twelve-month period beginning May 1, 2018, 101.563% for the twelve-month period beginning on May 1, 2019 and 100.000% beginning on May 1, 2020, plus accrued and unpaid interest to the redemption date.
On March 26, 2015, we issued $400.0 million in aggregate principal amount of 7.25% senior notes due 2023 (the “2023 Notes”) in a private placement to eligible purchasers under Rule 144A and Regulation S of the Securities Act, which resulted in net proceeds to us of $389.3 million after deducting estimated expenses and underwriting discounts and commissions of approximately $10.7 million. We used the net proceeds for general corporate purposes, including capital expenditures. The original issuance discount of $3.1 million related to the 2023 Notes is recorded as a reduction of the principal amount.
The 2023 Notes will mature on May 1, 2023, and interest is payable on the 2023 Notes on each May 1 and November 1. At any time prior to May 1, 2018, we may redeem up to 35% of the 2023 Notes at a redemption price of 107.250% of the principal amount, plus accrued and unpaid interest to the redemption date, with the proceeds of certain equity offerings so long as the redemption occurs within 180 days of completing such equity offering and at least 65% of the aggregate principal amount of the 2023 Notes remains outstanding after such redemption. Prior to May 1, 2018, we may redeem some or all of the notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium and accrued and unpaid interest to the redemption date. Upon the occurrence of a change of control (as defined in the indenture governing the 2023 Notes), unless we have given notice to redeem the 2023 Notes, the holders of the 2023 Notes will have the right to require us to repurchase all or a portion of the 2023 Notes at a price equal to 101% of the aggregate principal amount of the 2023 Notes, plus any accrued and unpaid interest to the date of purchase. On or after May 1, 2018, we may redeem some or all of the 2023 Notes at redemption prices (expressed as percentages of principal amount) equal to 105.438% for the twelve-month period beginning on May 1, 2018, 103.625% for the twelve-month period beginning May 1, 2019, 101.813% for the twelve-month period beginning on May 1, 2020 and 100.000% beginning on May 1, 2021, plus accrued and unpaid interest to the redemption date.
On October 19, 2016, we entered into supplemental indentures that provide for, among other things, the addition of Rice Energy Operating as a co-obligor under each indenture. The indentures governing the 2022 Notes and the 2023 Notes (collectively, the “Notes”) restrict our ability and the ability of certain of our subsidiaries to: (i) incur or guarantee additional debt or issue certain types of preferred stock; (ii) pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated debt; (iii) make certain investments; (iv) incur liens; (v) enter into transactions with affiliates; (vi) merge or consolidate with another company; (vii) transfer and sell assets; and (viii) create unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications. If at any time when the Notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no default (as defined in the indentures governing the Notes) has occurred and is continuing, many of such covenants will terminate and we and our subsidiaries will cease to be subject to such covenants.
Senior Secured Revolving Credit Facility
In April 2013, we entered into a Senior Secured Revolving Credit Facility (the “Senior Secured Revolving Credit Facility”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders. In April 2014, we, as borrower, and Rice Drilling B, as predecessor borrower, amended and restated the credit agreement governing the Senior Secured Revolving Credit Facility to, among other things, assign all of the rights and obligations of Rice Drilling B as borrower under the Senior Secured Revolving Credit Facility to us.
In connection with the closing of the Vantage Acquisition, in October 2016, we entered into a Fourth Amended and Restated Credit Agreement (the “A&R Credit Agreement”), among us, Rice Energy Operating, Wells Fargo Bank, N.A., as administrative agent, and the lenders and other parties thereto. The A&R Credit Agreement provides, among other things, for the assignment of our rights and obligations as borrower under the Senior Secured Revolving Credit Facility to Rice Energy Operating and the addition of us as a guarantor of those obligations.
On June 15, 2017, Rice Energy Operating, as borrower, and we, as parent guarantor, entered into the Third Amendment to the A&R Credit Agreement. The lenders under the A&R Credit Agreement completed their semi-annual redetermination of the borrowing base. Following the redetermination, our borrowing base and aggregate elected commitment amounts each increased from $1.45 billion to $1.6 billion.
As of June 30, 2017, the borrowing base was $1.6 billion and the sublimit for letters of credit was $400.0 million. We had zero borrowings outstanding and $211.0 million in letters of credit outstanding under the A&R Credit Agreement as of June 30, 2017, resulting in availability of $1.4 billion. The maturity date of the Senior Secured Revolving Credit Facility is October 19, 2021. The next redetermination of the borrowing base is expected to occur in October 2017.

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Eurodollar loans under the Senior Secured Revolving Credit Facility bear interest at a rate per annum equal to LIBOR plus an applicable margin ranging from 225 to 325 basis points, depending on the percentage of borrowing base utilized, and base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 125 to 225 basis points, depending on the percentage of borrowing base utilized.
The A&R Credit Agreement also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Senior Secured Revolving Credit Facility to be immediately due and payable. We were in compliance with such covenants and ratios effective as of June 30, 2017.
Midstream Holdings Revolving Credit Facility
On December 22, 2014, Midstream Holdings entered into a credit agreement (the “Midstream Holdings Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders establishing a revolving credit facility (the “Midstream Holdings Revolving Credit Facility”) with a maximum credit amount of $300.0 million and a sublimit for letters of credit of $25.0 million.
As of June 30, 2017, Midstream Holdings had $112.5 million of borrowings outstanding and no letters of credit under this facility, resulting in availability of $187.5 million. The year-to-date average daily outstanding balance of the Midstream Holdings Revolving Credit Facility was approximately $74.6 million, and interest was incurred on the facility at a weighted average interest rate of 3.2% through June 30, 2017. The Midstream Holdings Revolving Credit Facility is available to fund working capital requirements and capital expenditures and to purchase assets. The maturity date of the Midstream Holdings Revolving Credit Facility is December 22, 2019.
Principal amounts borrowed are payable on the maturity date, and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans. Midstream Holdings may elect to borrow in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 225 to 300 basis points, depending on the leverage ratio then in effect. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 125 to 200 basis points, depending on the leverage ratio then in effect. Midstream Holdings also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.
The Midstream Holdings Credit Agreement also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Midstream Holdings Revolving Credit Facility to be immediately due and payable. Midstream Holdings was in compliance with such covenants and ratios effective as of June 30, 2017.
RMP Revolving Credit Facility
On December 22, 2014, Rice Midstream OpCo entered into a credit agreement (the “RMP Credit Agreement”) with Wells Fargo Bank, N.A., as administrative agent, and a syndicate of lenders establishing a revolving credit facility (the “RMP Revolving Credit Facility”).
As of June 30, 2017, the revolving credit facility provided for lender commitments of $850.0 million, with an additional $200.0 million of commitments available under an accordion feature subject to lender approval. Rice Midstream OpCo had $206.0 million of borrowings outstanding and no letters of credit outstanding under the RMP Revolving Credit Facility as of June 30, 2017, resulting in availability of $644.0 million. The average daily outstanding balance of the RMP Revolving Credit Facility was approximately $194.0 million, and interest was incurred at a weighted average annual interest rate of 2.9% through June 30, 2017. The RMP Revolving Credit Facility is available to fund working capital requirements and capital expenditures, to purchase assets, to pay distributions and repurchase units and for general partnership purposes and matures on December 22, 2019. The Partnership and its restricted subsidiaries are the guarantors of the obligations under the RMP Revolving Credit Facility.
Principal amounts borrowed are payable on the maturity date, and interest is payable quarterly for base rate loans and at the end of the applicable interest period for Eurodollar loans. Rice Midstream OpCo may elect to borrow in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 200 to 300 basis points, depending on the leverage ratio then in effect, and base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 100 to 200 basis points, depending on the leverage ratio then in effect. Rice Midstream OpCo also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.

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The RMP Credit Agreement also contains certain financial covenants and customary events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the RMP Revolving Credit Facility to be immediately due and payable. The Partnership was in compliance with such covenants and ratios effective as of June 30, 2017.
Commodity Hedging Activities
Our primary market risk exposure is in the prices we receive for our natural gas production. Realized pricing is primarily driven by the spot regional market prices applicable to our U.S. natural gas production. Pricing for natural gas production has been volatile and unpredictable for several years, and we expect this volatility to continue in the future. The prices we receive for production depend on many factors outside of our control, including volatility in the differences between product prices at sales points and the applicable index price.
To mitigate the potential negative impact on our cash flow caused by changes in oil and natural gas prices, we have entered into financial commodity derivative contracts in the form of swaps, zero cost collars, calls, puts and basis swaps to ensure that we receive minimum prices for a portion of our future oil and natural gas production when management believes that favorable future prices can be secured. We typically hedge the NYMEX Henry Hub price for natural gas. Pursuant to our A&R Credit Agreement, we are now permitted to hedge the greater of (i) the percentage of proved reserve volumes (Column A) or (ii) the percentage of internally forecasted production (Column B).
Months next succeeding the time as of which compliance is measured
 
Column A
 
Column B
Months 1 through 18
 
85
%
 
90
%
Months 19 through 36
 
85
%
 
75
%
Months 37 through 60
 
85
%
 
60
%
Months 61 through 72
 
85
%
 
40
%
Our hedging activities are intended to support natural gas prices at targeted levels and to manage our exposure to natural gas price fluctuations. The counterparty is required to make a payment to us for the difference between the floor price specified in the contract and the settlement price, which is based on market prices on the settlement date, if the settlement price is below the floor price. We are required to make a payment to the counterparty for the difference between the ceiling price and the settlement price if the ceiling price is below the settlement price. These contracts may include price swaps whereby we will receive a fixed price for our production and pay a variable market price to the contract counterparty and zero cost collars that set a floor and ceiling price for the hedged production. For a description of our commodity derivative contracts, please see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—6. Derivative Instruments and 7. Fair Value of Financial Instruments” included elsewhere in this Quarterly Report. We do not designate our current portfolio of commodity derivative contracts as hedges for accounting purposes, and, as a result, changes in fair value of these derivative instruments are recognized in earnings. Please read “Item 3. Quantitative and Qualitative Disclosures About Market Risk” for additional discussion of our and Rice Energy Operating’s commodity derivative contracts.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The application of our critical accounting policies may require management to make judgments and estimates about the amounts reflected in the condensed consolidated financial statements. Management uses historical experience and all available information to make these estimates and judgments. Different amounts could be reported using different assumptions and estimates. Our critical accounting policies are described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our 2016 Annual Report in addition to the discussion included herein. Any new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements have been included in the notes to our condensed consolidated financial statements contained in this Quarterly Report. 
On a quarterly basis, in accordance with ASC 360, we perform a qualitative assessment of whether events or changes in circumstances exist that could be indicators that the carrying amount of proved properties may not be recoverable. During the first quarter of 2017, we identified significant declines in forward Waha basis differentials, which is the primary sales point for our Fort Worth Basin production. The expected prolonged declines indicated a potential impairment trigger, and, as a result, we performed an asset recoverability test of our Fort Worth Basin properties. Based upon the results of the recoverability assessment, we concluded that the carrying value of the Fort Worth Basin properties exceeded the undiscounted cash flows. The fair value of the Fort Worth Basin proved properties was determined using a combination of the market and income approach to determine fair value. Significant inputs to the valuation of the discounted cash flows of natural gas and oil properties included estimates of: (i) recoverable reserves; (ii) production rates; (iii) future operating and development costs; (iv) future commodity prices; and (v) a market-based weighted average cost of capital rate. These inputs required significant judgments and estimates by management which included Level 3 unobservable inputs to the fair value measurement. The difference between the carrying value and fair value resulted in an asset impairment of $92.4 million within the Exploration and Production segment in the first quarter of 2017.

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Off-Balance Sheet Arrangements
As of June 30, 2017, we did not have any off-balance sheet arrangements as defined by the SEC. In the ordinary course of business, we enter into various commitment agreements and other contractual obligations, some of which are not recognized in our consolidated financial statements in accordance with GAAP. See “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—9. Commitments and Contingencies” for a description of our commitments and contingencies.


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Item 3. Quantitative and Qualitative Disclosures about Market Risk
The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risk. The term “market risk” refers to the risk of loss arising from adverse changes in oil and natural gas prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures. All of our market risk sensitive instruments were entered into for hedging purposes, rather than for speculative trading.
Commodity price risk and hedges
Our primary market risk exposure is in the price we receive for our natural gas production. Realized pricing is primarily driven by market prices applicable to our U.S. natural gas production. Pricing for natural gas production has been volatile and unpredictable for several years, and we expect this volatility to continue in the future. The prices we receive for production depend on many factors outside of our control, including volatility in the differences between product prices at sales points and the applicable index price.
To mitigate some of the potential negative impact on our cash flow caused by changes in commodity prices, we enter into financial commodity swap contracts to receive fixed prices for a portion of our natural gas production to mitigate the potential negative impact on our cash flow.
Our financial hedging activities are intended to support natural gas prices at targeted levels and to manage our exposure to natural gas price fluctuations. The counterparty is required to make a payment to us for the difference between the fixed price and the settlement price if the settlement price is below the fixed price. We are required to make a payment to the counterparty for the difference between the fixed price and the settlement price if the fixed price is below the settlement price. These contracts may include financial price swaps whereby we will receive a fixed price for our production and pay a variable market price to the contract counterparty, cashless price collars that set a floor and ceiling price for the hedged production, or basis differential swaps. If the applicable monthly price indices are outside of the ranges set by the floor and ceiling prices in the various collars, we and the counterparty to the collars would be required to settle the difference.
As of June 30, 2017, we have entered into derivative instruments with various financial institutions, fixing the price we receive for a portion of our natural gas through December 31, 2021. Our commodity hedge position as of June 30, 2017 is summarized in Notes 6 and 7 to our condensed consolidated financial statements included elsewhere in the Quarterly Report. Our financial hedging activities are intended to support natural gas prices at targeted levels and to manage our exposure to price fluctuations. 
By removing price volatility from a portion of our expected natural gas production through December 31, 2021, we have mitigated, but not eliminated, the potential effects of changing prices on our operating cash flow for those periods. While mitigating negative effects of falling commodity prices, these derivative contracts also limit the benefits we would receive from increases in commodity prices above the hedge prices.
Interest rate risks
Our primary interest rate risk exposure results from our credit facilities.
As of June 30, 2017, we had no borrowings and approximately $211.0 million in letters of credit outstanding under our Senior Secured Revolving Credit Facility. As of June 30, 2017, we had availability under the borrowing base of our Senior Secured Revolving Credit Facility of approximately $1.4 billion and the borrowing base was $1.6 billion. We have a choice of borrowing in Eurodollars or at the base rate. Under the A&R Credit Agreement, Eurodollar loans bear interest at a rate per annum equal to LIBOR plus an applicable margin ranging from 225 to 325 basis points, depending on the percentage of our borrowing base utilized. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 125 to 225 basis points, depending on the percentage of our borrowing base utilized.
As of June 30, 2017, Midstream Holdings had $112.5 million in borrowings outstanding and no letters of credit under the Midstream Holdings Revolving Credit Facility. Midstream Holdings may elect to borrow in Eurodollars or at the base rate. Eurodollar loans bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 225 to 300 basis points, depending on the leverage ratio then in effect. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 125 to 200 basis points, depending on the leverage ratio then in effect.

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The average annual weighted average interest rate incurred on the Midstream Holdings Revolving Credit Facility during the six months ended June 30, 2017 was approximately 3.2%. A 1.0% increase in the applicable average interest rates for the six months ended June 30, 2017 would have resulted in an estimated $0.4 million increase in interest expense.
As of June 30, 2017, Rice Midstream OpCo had $206.0 million of borrowings outstanding and no letters of credit under the RMP Revolving Credit Facility. Rice Midstream OpCo has a choice of borrowing in Eurodollars or at the base rate. Following the effectiveness of the Second Amendment, Eurodollar loans will bear interest at a rate per annum equal to the applicable LIBOR Rate plus an applicable margin ranging from 200 to 300 basis points, depending on the leverage ratio then in effect. Base rate loans bear interest at a rate per annum equal to the greatest of (i) the agent bank’s reference rate, (ii) the federal funds effective rate plus 50 basis points and (iii) the rate for one month Eurodollar loans plus 100 basis points, plus an applicable margin ranging from 100 to 200 basis points, depending on the leverage ratio then in effect. Following the effectiveness of the Second Amendment, Rice Midstream OpCo also pays a commitment fee based on the undrawn commitment amount ranging from 37.5 to 50 basis points.
The average annual weighted average interest rate incurred on the RMP Revolving Credit Facility during the six months ended June 30, 2017 was approximately 2.9%. A 1.0% increase in the applicable average interest rates for the six months ended June 30, 2017 would have resulted in an estimated $1.0 million increase in interest expense.
As of June 30, 2017, we did not have any derivatives in place to mitigate the effects of interest rate risk. We may implement an interest rate hedging strategy in the future.
Counterparty and customer credit risk
Our principal exposures to credit risk are through joint interest receivables ($141.9 million in receivables as of June 30, 2017) and the sale of our natural gas production ($173.7 million in receivables as of June 30, 2017), which we market to multiple natural gas marketing companies. Joint interest receivables arise from billing entities who own partial interest in the wells we operate. These entities participate in our wells primarily based on their ownership in leases on which we wish to drill. We have minimal ability to choose who participates in our wells. We are also subject to credit risk with three natural gas marketing companies that hold a significant portion of our natural gas receivables. We do not require our customers to post collateral. The inability or failure of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results.
By using derivative instruments to hedge exposures to changes in commodity prices, we expose ourselves to the credit risk of our counterparties. Credit risk is the potential failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty is expected to owe us, which creates credit risk. To minimize the credit risk in derivative instruments, it is our policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions deemed by management as competent and competitive market makers. The creditworthiness of our counterparties is subject to review annually, or on an as-needed basis. We have derivative instruments in place with 16 different counterparties. As of June 30, 2017, our contracts with Barclays Bank PLC, BMO Capital Markets and Citibank N.A. accounted for 34%, 27% and 26.6% of the net fair market value of our derivative assets, respectively. We believe these counterparties are acceptable credit risks. We are not required to post letters of credit as collateral to Barclays Bank PLC, BMO Capital Markets and Citibank N.A. under current contracts, nor are they required to provide credit support or collateral to us. As of June 30, 2017 and December 31, 2016, we did not have any past due receivables from counterparties.


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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of Rice Energy’s management, including Rice Energy’s principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2017. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that the information we are required to disclose in the reports we file and submit under the Exchange Act is accumulated and communicated to Rice Energy’s management, including Rice Energy’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, Rice Energy’s principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2017.
Changes in Internal Control over Financial Reporting
We are in the process of integrating Vantage’s and our internal control over financial reporting. As a result of these integration activities, certain controls will be evaluated and may be changed. Except as noted above, during the six months ended June 30, 2017, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.





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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are party to various legal and/or regulatory proceedings from time to time arising in the ordinary course of business. While the ultimate outcome and impact to us cannot be predicted with certainty, we believe that all such matters are without merit and involve amounts which, if resolved unfavorably, either individually or in the aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flows. When we determine that a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at the time. We disclose contingencies where an adverse outcome may be material, or in the judgment of management, the matter should otherwise be disclosed.
Environmental Proceedings
We have received certain notices from the Railroad Commission of Texas (“RRC”) regarding violations of our compliance with Certificate of Compliance and Transportation Authority Form P-4. We have resolved the majority of these violations and continue to work with the RRC to resolve the remaining issues in order to restore compliance with the relevant RRC rules and regulations. The fines and penalties associated with these violations may exceed $100,000. While we cannot predict the ultimate outcome of any remaining outstanding violations, we do not expect that these or any other currently known violations, individually or in the aggregate, will have a material adverse impact on our financial results.
Item 1A. Risk Factors
Our business faces many risks. Any of the risks discussed elsewhere in this Quarterly Report and our other SEC filings could have a material impact on our business, financial position or results of operations. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also impair our business operations.
For a discussion of our potential risks and uncertainties, see the risk factors below and the information in “Item 1A. Risk Factors” in our 2016 Annual Report.

Risks Relating to the EQT Merger

Because the exchange ratio is fixed and the market prices of EQT common stock and our common stock may fluctuate, our stockholders cannot be sure of the value of the EQT common stock they will receive on the closing date.
At the effective time, each share of our common stock (other than excluded shares) will be converted into the right to receive 0.37 shares of EQT common stock and $5.30 in cash, without interest and subject to applicable withholding taxes. If applicable, the exchange ratio will be adjusted appropriately to fully reflect the effect of any stock dividend, subdivision, stock split, reclassification, reorganization or other similar change with respect to the shares of either EQT common stock or our common stock prior to the completion of the merger. The exchange ratio will not, however, be adjusted for changes in the market price of either EQT common stock or our common stock between the date of signing the merger agreement and the effective time. Accordingly, at the time of the EQT special meeting and at the time of our special meeting, our stockholders will know, or be able to determine, the value of EQT common stock to be issued in connection with the merger. For that reason, the market price of EQT common stock on the date of the EQT special meeting and our special meeting may not be indicative of the value of EQT common stock that our stockholders will receive upon completion of the merger.
The market prices of EQT common stock and our common stock are subject to general price fluctuations in the market for publicly traded equity securities and have experienced volatility in the past. Neither EQT nor us is permitted to terminate the merger agreement or re-solicit the vote of EQT shareholders or our stockholders, as applicable, solely because of changes in the market prices of either company’s common stock. Stock price changes may result from a variety of factors, including general market and economic conditions and changes in the respective businesses, operations and prospects, and regulatory considerations of EQT and us. Market assessments of the benefits of the proposed merger and the likelihood that the transactions will be completed, as well as general and industry-specific market and economic conditions, may also affect market prices of EQT common stock and our common stock. Many of these factors are beyond EQT’s and our control. Our stockholders should obtain current market quotations for shares of EQT common stock and for shares of our common stock.

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The market value of EQT common stock could be negatively affected by risks and conditions that apply to EQT, which may be different from the risks and conditions applicable to us, and EQT shareholders will have different rights than our stockholders.
Following the merger, EQT shareholders and our former stockholders will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. Holders of shares of our common stock will have rights as EQT shareholders that differ from the rights they had as our stockholders before the merger. The business of EQT and its subsidiaries and other companies it may acquire in the future are different from ours. There is a risk that various factors, conditions and developments that would not affect the price of our common stock could negatively affect the price of EQT common stock. Our current stockholders may not wish to continue to invest in the combined company, or may wish to reduce their investment in the combined company, including in order to comply with institutional investing guidelines, to increase diversification, to track any rebalancing of stock indices in which EQT common stock is included, to respond to the risk profile of the combined company or to realize a gain. In addition, if, following the merger, large amounts of EQT common stock are sold, the price of EQT common stock could decline.
The transactions contemplated by the merger agreement are subject to conditions, including certain conditions that may not be satisfied, or completed on a timely basis, if at all. Failure to complete the transactions contemplated by the merger agreement, including the merger, could have material and adverse effects on us.
Completion of the merger is subject to a number of conditions, including the approval by EQT shareholders of the share issuance proposal and approval by our stockholders of the merger agreement proposal, which make the completion and timing of the completion of the transactions uncertain. Also, either EQT or we may terminate the merger agreement if the merger has not been consummated by February 19, 2018 or, at either party’s discretion-if the only conditions to closing that have not been satisfied or waived by that date are those related to the termination or expiration of any waiting period under the HSR Act or the issuance of an order, decree, ruling, injunction or other action that is in effect and is restraining, enjoining or otherwise prohibiting the consummation of the merger-May 19, 2018, except that this right to terminate the merger agreement will not be available to any party whose material breach of a representation, warranty, covenant or other agreement of such party under the merger agreement resulted in the failure of the transactions to be consummated on or before that date.
If the transactions contemplated by the merger agreement are not completed, our ongoing business may be adversely affected and, without realizing any of the benefits of having completed the transactions, we will be subject to a number of risks, including the following:
we will be required to pay its costs relating to the transactions, such as legal, accounting, financial advisory and printing fees, whether or not the transactions are completed;
time and resources committed by our management to matters relating to the transactions could otherwise have been devoted to pursuing other beneficial opportunities;
the market price of our common stock could decline to the extent that the current market price reflects a market assumption that the transactions will be completed; and
if the merger agreement is terminated and our board seeks another business combination, our stockholders cannot be certain that we will be able to find a party willing to enter into a transaction agreement on terms equivalent to or more attractive than the terms agreed to in the merger agreement.

The merger agreement contains provisions that limit our ability to pursue alternatives to the transactions, could discourage a potential competing acquiror of us from making a favorable alternative transaction proposal and, in specified circumstances, could require us to pay EQT a termination fee of $255 million.
The merger agreement contains certain provisions that restrict our ability to initiate, solicit or knowingly encourage or knowingly facilitate any inquiries, proposals, or offers regarding, or the making of a competing proposal, engage in any discussions or negotiations with respect to a competing proposal or furnish any non-public information to any person in connection with a competing proposal. Further, even if our board changes, withholds, modifies, withdraws or qualifies its recommendation with respect to the merger agreement proposal, unless the merger agreement has been terminated in accordance with its terms, we will still be required to submit the merger agreement proposal to a vote at our special meeting. In addition, the other party generally has an opportunity to offer to modify the terms of the transactions contemplated by the merger agreement in response to any third-party alternative transaction proposal before a party’s board of directors may change, withhold, modify, withdraw or qualify its recommendation with respect to the merger agreement proposal or the share issuance proposal, as applicable. In some circumstances, upon termination of the merger agreement, we will be required to pay a termination fee of $255 million to the other party.

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These provisions could discourage a potential third-party acquirer or merger partner that might have an interest in acquiring all or a significant portion of us or pursuing an alternative transaction with us either from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share price than the per share price proposed to be received in the merger or might result in a potential third-party acquiror or merger partner proposing to pay a lower price to our stockholders than it might otherwise have proposed to pay because of the added expense of the $255 million termination fee that may become payable in certain circumstances.
We will be subject to business uncertainties while the merger is pending, which could adversely affect its business.
In connection with the pendency of the transactions, it is possible that certain persons with whom we have a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with us as a result of the transactions, which could negatively affect our revenues, earnings and cash flows, as well as the market price of our common stock, regardless of whether the merger is completed.
Under the terms of the merger agreement, we are subject to certain restrictions on the conduct of its business prior to the effective time, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures, as applicable. Such limitations could negatively affect our business and operations prior to the completion of the transactions.
The merger is subject to the receipt of approvals, consents or clearances from regulatory authorities that may impose conditions that could have an adverse effect on us or, if not obtained, could prevent completion of the transactions.
Completion of the merger is conditioned upon the receipt of certain governmental approvals. Although each party has agreed to use its respective reasonable best efforts to obtain the requisite governmental approvals, there can be no assurance that these approvals will be obtained and that the other conditions to completing the merger will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the completion of the merger or require changes to the terms of the merger or other agreements to be entered into in connection with the merger agreement. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying or impeding consummation of the transaction or of imposing additional costs or limitations on us following completion of the merger, any of which might have an adverse effect on us following completion of the merger.
Completion of the merger may trigger change in control or other provisions in certain agreements to which we are a party.
The completion of the transactions may trigger change in control or other provisions in certain agreements to which we are a party. If we and EQT are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if we and EQT are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to us.


66



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered sales of securities. There were no sales of unregistered equity securities during the period covered by this report.
Issuer purchases of equity securities. The following table contains information about our acquisition of equity securities during the three months ended June 30, 2017:
Period
 
Total Number of Shares Withheld (1)
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number (or Approximate Dollar Value) of Shares that May Be Purchased Under the Plans or Programs
April 1 - April 30, 2017
 
2,690

 
$
23.70

 

 

May 1 - May 31, 2017
 
16,765

 
$
21.79

 

 

June 1 - June 30, 2017
 
16,966

 
$
20.25

 

 

    Total
 
36,421

 
$
21.21

 

 

(1)
All shares withheld during the three months ended June 30, 2017 were used to offset tax withholding obligations that occur upon the vesting of restricted stock units and delivery of common stock under the terms of our long-term incentive plan.

67



Item 6. Exhibits
Exhibit Number

Exhibit
2.1***
 
Purchase and Sale Agreement, dated as of September 26, 2016, by and among Vantage Energy Investment LLC, Vantage Energy Investment II LLC, Rice Energy Inc., Vantage Energy, LLC, and Vantage Energy II, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on September 30, 2016).
2.2***
 
Purchase and Sale Agreement, dated as of September 26, 2016, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on September 30, 2016).
2.3***
 
Agreement and Plan of Merger, dated as of June 19, 2017, by and among EQT and Rice Energy 2016 Irrevocable Trust, Rice Energy Holdings LLC, Daniel J. Rice III, Daniel J. Rice IV, Derek A. Rice, and Toby Z. Rice (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on June 19, 2017).
3.1
 
Amended and Restated Certificate of Incorporation of Rice Energy Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on February 4, 2014).
3.2
 
Amended and Restated Bylaws of Rice Energy Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on February 23, 2017).

3.3
 
Certificate of Designation of Class A Preferred Stock of Rice Energy Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on October 25, 2016).
10.1
 
Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of June 15, 2017, by and among Rice Energy Inc., Rice Energy Operating LLC, Wells Fargo Bank, N.A., as administrative agent and each of the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on June 20, 2017).
10.2†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and Daniel J. Rice IV.
10.3†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and Derek A. Rice.
10.4†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and Grayson T. Lisenby.
10.5†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and James W. Rogers.
10.6†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and Robert R. Wingo.
10.7†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and Toby Z. Rice.
10.8†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and William E. Jordan.
31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*

XBRL Instance Document.
101.SCH*

XBRL Schema Document.
101.CAL*
 
XBRL Calculation Linkbase Document.
101.DEF*
 
XBRL Definition Linkbase Document.
101.LAB*
 
XBRL Labels Linkbase Document.
101.PRE*
 
XBRL Presentation Linkbase Document.
    
*
Filed herewith.
**
Filed herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, except to the extent that the registrant specifically incorporates it by reference.
***
The schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the Securities and Exchange Commission upon request.
Compensatory plan or arrangement 

68



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
RICE ENERGY INC.
 
 
 
 
Date:
August 3, 2017
By:
/s/ Daniel J. Rice IV
 
 
 
Daniel J. Rice IV
 
 
 
Director, Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
August 3, 2017
By:
/s/ Grayson T. Lisenby
 
 
 
Grayson T. Lisenby
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
(Principal Financial Officer)


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EXHIBIT INDEX
Exhibit Number
 
Exhibit
2.1***
 
Purchase and Sale Agreement, dated as of September 26, 2016, by and among Vantage Energy Investment LLC, Vantage Energy Investment II LLC, Rice Energy Inc., Vantage Energy, LLC, and Vantage Energy II, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on September 30, 2016).
2.2***
 
Purchase and Sale Agreement, dated as of September 26, 2016, by and between Rice Energy Inc. and Rice Midstream Partners LP (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on September 30, 2016).
2.3***
 
Agreement and Plan of Merger, dated as of June 19, 2017, by and among EQT and Rice Energy 2016 Irrevocable Trust, Rice Energy Holdings LLC, Daniel J. Rice III, Daniel J. Rice IV, Derek A. Rice, and Toby Z. Rice (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on June 19, 2017).
3.1
 
Amended and Restated Certificate of Incorporation of Rice Energy Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on February 4, 2014).
3.2
 
Amended and Restated Bylaws of Rice Energy Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on February 23, 2017).

3.3
 
Certificate of Designation of Class A Preferred Stock of Rice Energy Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on October 25, 2016).
10.1
 
Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of June 15, 2017, by and among Rice Energy Inc., Rice Energy Operating LLC, Wells Fargo Bank, N.A., as administrative agent and each of the lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on June 20, 2017).
10.2†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and Daniel J. Rice IV.
10.3†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and Derek A. Rice.
10.4†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and Grayson T. Lisenby.
10.5†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and James W. Rogers.
10.6†*

Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and Robert R. Wingo.
10.7†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and Toby Z. Rice.
10.8†*
 
Amendment to Employment Agreement, dated as of June 19, 2017, by and between Rice Energy Inc. and William E. Jordan.
31.1*
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
 
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
 
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
 
XBRL Instance Document.
101.SCH*
 
XBRL Schema Document.
101.CAL*
 
XBRL Calculation Linkbase Document.
101.DEF*
 
XBRL Definition Linkbase Document.
101.LAB*
 
XBRL Labels Linkbase Document.
101.PRE*
 
XBRL Presentation Linkbase Document.
*
Filed herewith.
**
Filed herewith. Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of Section 18 of the Exchange Act, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Exchange Act of 1933, as amended, except to the extent that the registrant specifically incorporates it by reference.
***
The schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the Securities and Exchange Commission upon request.
Compensatory plan or arrangement 







70



GLOSSARY OF OIL AND NATURAL GAS TERMS

The following are abbreviations and definitions of certain terms used in this document, which are commonly used in the oil and natural gas industry:
“Barrel” or “Bbl.” 42 U.S. gallons measured at 60 degrees Fahrenheit.
Btu.” One British thermal unit, the quantity of heat required to raise the temperature of a one-pound mass of water by one degree of Fahrenheit.
Basin.” A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.
Completion.” The process of treating a drilled well followed by the installation of permanent equipment for the production of natural gas or oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.
DD&A.” Depreciation, depletion, amortization and accretion.
Dry hole.” A well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.
Formation.” A layer of rock which has distinct characteristics that differs from nearby rock.
“MBbls.” One thousand barrels.
Mcf.” One thousand cubic feet of natural gas.
Mcfe.” One thousand cubic feet of natural gas equivalent, determined by using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate of natural gas liquids.
“MDth/d.” One thousand dekatherms per day.
“MMBbls.” One million barrels.
MMBtu.” One million Btu.
MMGal.” One million gallons.
MMcf.” One million cubic feet of natural gas.
MMcfe.” One million cubic feet of natural gas equivalent, determined by using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate of natural gas liquids.
NGLs.” Natural gas liquids. Hydrocarbons found in natural gas which may be extracted as liquefied petroleum gas and natural gasoline.
NYMEX.” The New York Mercantile Exchange.
Net acres.” The percentage of total acres an owner has out of a particular number of acres, or a specified tract. An owner who has 50% interest in 100 acres owns 50 net acres.
Prospect.” A specific geographic area which, based on supporting geological, geophysical or other data and also preliminary economic analysis using reasonably anticipated prices and costs, is deemed to have potential for the discovery of commercial hydrocarbons.
Working interest.” The right granted to the lessee of a property to explore for and to produce and own natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

71