Attached files
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EX-99.11 - EX-99.11 - EQT RE, LLC | a2229833zex-99_11.htm |
EX-99.10 - EX-99.10 - EQT RE, LLC | a2229833zex-99_10.htm |
EX-99.9 - EX-99.9 - EQT RE, LLC | a2229833zex-99_9.htm |
EX-99.8 - EX-99.8 - EQT RE, LLC | a2229833zex-99_8.htm |
EX-99.7 - EX-99.7 - EQT RE, LLC | a2229833zex-99_7.htm |
EX-99.6 - EX-99.6 - EQT RE, LLC | a2229833zex-99_6.htm |
EX-99.4 - EX-99.4 - EQT RE, LLC | a2229833zex-99_4.htm |
EX-99.3 - EX-99.3 - EQT RE, LLC | a2229833zex-99_3.htm |
EX-99.2 - EX-99.2 - EQT RE, LLC | a2229833zex-99_2.htm |
EX-99.1 - EX-99.1 - EQT RE, LLC | a2229833zex-99_1.htm |
EX-23.4 - EX-23.4 - EQT RE, LLC | a2229833zex-23_4.htm |
EX-23.3 - EX-23.3 - EQT RE, LLC | a2229833zex-23_3.htm |
EX-23.2 - EX-23.2 - EQT RE, LLC | a2229833zex-23_2.htm |
EX-23.1 - EX-23.1 - EQT RE, LLC | a2229833zex-23_1.htm |
8-K - 8-K - EQT RE, LLC | a2229833z8-k.htm |
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information is derived from the historical consolidated financial statements of Rice Energy Inc. (the "Company"), Vantage Energy, LLC ("Vantage I") and Vantage Energy II, LLC ("Vantage II" and, together with Vantage I, "Vantage"), and has been adjusted to reflect the following:
-
- Proposed acquisition of Vantage by the Company (the "Vantage Acquisition") pursuant to that certain purchase and sale agreement, dated
September 26, 2016, among the Company, Vantage Energy Investment LLC, Vantage Energy Investment II LLC and Vantage, for consideration of approximately $2.7 billion,
consisting of (i) approximately $1.0 billion in the form of a membership interest in Rice Energy Appalachia LLC ("REA") that is exchangeable for the lesser of 40 million
unregistered shares of the Company's common stock or an equivalent membership interest equal to 19.9% of the outstanding shares of the Company's common stock as of the closing date of the Acquisition
and (ii) approximately $1.7 billion in cash. The cash consideration is subject to adjustments and will also be reduced by the Company's assumption and retirement of $712 million
of Vantage debt. The membership interests in REA will be represented by units exchangeable for the same number of shares of Rice Energy common stock. In addition, the holders of units in REA will be
issued 1/1000th of a share of Rice Energy preferred stock for each unit held in REA. These shares of preferred stock are intended to provide holders with non-economic
voting rights in the Company and are extinguished upon conversion of the associated units in REA into Rice Energy common stock.
-
- Proposed sale to Rice Midstream Partners LP ("RMP") by the Company of certain midstream assets to be acquired by the Company in
connection with the Vantage Acquisition (the "Dropdown"), for aggregate consideration of approximately $600 million. RMP intends to fund the Dropdown through borrowings under its revolving
credit facility and either potential equity and debt financings prior to closing or the issuance to the Company of up to $250 million of RMP common units representing limited partner interests.
-
- Impact of an anticipated equity financing by the Company resulting in approximate gross proceeds of $1.0 billion (39.1 million shares of common stock based on an assumed offering price of $26.92 per share (the closing price of the Company's common stock on the New York Stock Exchange ("NYSE") on September 23, 2016)) and the repayment of Vantage debt with a portion of the proceeds therefrom (collectively, the "Financing Transactions").
Certain of Vantage's historical amounts have been reclassified to conform to the financial statement presentation of the Company. The unaudited pro forma condensed combined balance sheet as of June 30, 2016 gives effect to the Vantage Acquisition, the Dropdown and the Financing Transactions as if they had occurred on June 30, 2016. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2016 and the year ended December 31, 2015 both give effect to the Vantage Acquisition, the Dropdown and the Financing Transactions as if they had occurred on January 1, 2015.
The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only to reflect the Vantage Acquisition, the Dropdown and the Financing Transactions and do not represent what our results of operations or financial position would actually have been had the transactions occurred on the dates noted above, or project our results of operations or financial position for any future periods. The unaudited pro forma condensed combined financial statements are intended to provide information about the continuing impact of the Vantage Acquisition, the Dropdown and the Financing Transactions as if they had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on our results of operations. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been made. However, the final allocations of purchase price and effects on the results of operations may differ materially from the preliminary allocations and unaudited pro forma combined amounts included herein.
The following unaudited pro forma condensed combined financial information should be read in conjunction with the Company's and Vantage's consolidated financial statements and related notes. The Company's financial statements and notes are included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 4, 2016 and its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016. Vantage's consolidated financial statements and notes are included elsewhere in this filing.
Rice Energy Inc.
Unaudited Pro Forma Combined Balance Sheet
June 30, 2016
(in thousands)
|
Rice Energy Historical | Vantage I Historical | Vantage II Historical | Pro Forma Adjustments | Rice Energy Pro Forma Combined | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Current assets: |
||||||||||||||||
Cash(1)(6) |
$ | 565,514 | $ | 2,821 | $ | 15,085 | $ | (122,000 | ) | $ | 461,420 | |||||
Accounts receivable |
175,523 | 16,010 | 12,194 | | 203,727 | |||||||||||
Prepaid expenses and other(12) |
7,348 | 22,322 | 623 | (22,095 | ) | 8,198 | ||||||||||
Derivative instruments |
31,720 | 6,928 | 1,800 | | 40,448 | |||||||||||
| | | | | | | | | | | | | | | | |
Total current assets |
780,105 | 48,081 | 29,702 | (144,095 | ) | 713,793 | ||||||||||
Gas collateral account |
4,107 | | | | 4,107 | |||||||||||
Property, plant and equipment, net(1)(12) |
3,514,759 | 395,923 | 747,259 | 1,382,586 | 6,040,527 | |||||||||||
Deferred financing costs, net |
8,114 | | | | 8,114 | |||||||||||
Goodwill(1) |
39,142 | | | 608,721 | 647,863 | |||||||||||
Intangible assets, net |
45,349 | | | | 45,349 | |||||||||||
Other non-current assets(5)(12) |
15,303 | 8,327 | 3,460 | (5,244 | ) | 21,846 | ||||||||||
| | | | | | | | | | | | | | | | |
Total assets |
$ | 4,406,879 | $ | 452,331 | $ | 780,421 | $ | 1,841,968 | $ | 7,481,599 | ||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Current liabilities: |
||||||||||||||||
Accounts payable(12) |
$ | 19,470 | $ | 27,257 | $ | 23,534 | $ | (47,617 | ) | $ | 22,644 | |||||
Royalties payable(12) |
41,186 | | | 12,133 | 53,319 | |||||||||||
Accrued interest(6)(12) |
14,248 | | | | 14,248 | |||||||||||
Accrued capital expenditures(12) |
79,362 | | | 13,306 | 92,668 | |||||||||||
Leasehold payable |
8,295 | | | | 8,295 | |||||||||||
Current portion of revolving credit facility(6) |
| 268,873 | 146,239 | (415,112 | ) | | ||||||||||
Current portion of second lien note payable(6) |
| 2,000 | 98,754 | (100,754 | ) | | ||||||||||
Other accrued liabilities(8)(12) |
70,964 | 6,793 | 25,493 | 62,490 | 165,740 | |||||||||||
| | | | | | | | | | | | | | | | |
Total current liabilities |
233,525 | 304,923 | 294,020 | (475,554 | ) | 356,914 | ||||||||||
Long-term liabilities: |
||||||||||||||||
Long-term debt(1) |
1,302,684 | | | 350,000 | 1,652,684 | |||||||||||
Second lien note payable, net of original issue(6) |
| 189,407 | | (189,407 | ) | | ||||||||||
Leasehold payable |
2,803 | | | | 2,803 | |||||||||||
Deferred tax liabilities |
145,117 | | | 206,339 | 351,456 | |||||||||||
Derivative instruments |
24,327 | 5,806 | 7,358 | | 37,491 | |||||||||||
Other long-term liabilities |
20,583 | 8,818 | 3,052 | | 32,453 | |||||||||||
| | | | | | | | | | | | | | | | |
Total liabilities |
1,729,039 | 508,954 | 304,430 | (108,622 | ) | 2,433,801 | ||||||||||
Mezzanine equity: |
||||||||||||||||
Redeemable noncontrolling interest, net |
372,861 | | | | 372,861 | |||||||||||
Stockholders equity: |
||||||||||||||||
Common stock of Rice Energy, Inc., $0.01 par value(1) |
1,566 | | | 399 | 1,965 | |||||||||||
Preferred stock of Rice Energy, Inc. $0.01 par |
| | | 1 | 1 | |||||||||||
Legacy members' capital(11) |
| 454,019 | 671,199 | (1,125,218 | ) | | ||||||||||
Additional paid-in capital(1) |
1,760,277 | | | 1,314,587 | 3,074,864 | |||||||||||
Accumulated deficit(8)(11) |
(312,264 | ) | (510,642 | ) | (195,208 | ) | 643,350 | (374,764 | ) | |||||||
| | | | | | | | | | | | | | | | |
Total stockholders equity before noncontrolling interest |
1,449,579 | (56,623 | ) | 475,991 | 833,119 | 2,702,066 | ||||||||||
Noncontrolling interests in consolidated subsidiaries:(1)(7)(9) |
855,400 | | | 1,117,471 | 1,972,871 | |||||||||||
| | | | | | | | | | | | | | | | |
Total liabilities, mezzanine equity and stockholders' equity |
$ | 4,406,879 | $ | 452,331 | $ | 780,421 | $ | 1,841,968 | $ | 7,481,599 | ||||||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Rice Energy Inc.
Unaudited Pro Forma Combined Statement of Operations
Six month period ended June 30, 2016
(in thousands, except per share amounts)
|
Rice Energy Historical | Vantage I Historical | Vantage II Historical | Pro Forma Adjustments | Rice Energy Pro Forma Combined | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Operating revenues: |
||||||||||||||||
Natural gas, oil and natural gas liquids sales |
$ | 234,754 | $ | 51,105 | $ | 46,829 | $ | | $ | 332,688 | ||||||
Gathering, compression and water distribution |
48,280 | 4,966 | 2,895 | | 56,141 | |||||||||||
Other revenue(12) |
12,906 | (21,155 | ) | (22,599 | ) | 43,754 | 12,906 | |||||||||
| | | | | | | | | | | | | | | | |
Total operating revenues |
295,940 | 34,916 | 27,125 | 43,754 | 401,735 | |||||||||||
Operating expenses: |
||||||||||||||||
Lease operating |
20,109 | 7,581 | 1,590 | | 29,280 | |||||||||||
Gathering, compression and transportation |
55,301 | 6,333 | 7,961 | | 69,595 | |||||||||||
Production taxes and impact fees |
4,310 | 2,928 | 1,025 | | 8,263 | |||||||||||
Exploration(2) |
6,538 | | | 217 | 6,755 | |||||||||||
Midstream operation and maintenance |
14,177 | 1,427 | 1,428 | | 17,032 | |||||||||||
Incentive unit expense |
38,982 | | | | 38,982 | |||||||||||
Acquisition expense |
556 | | | | 556 | |||||||||||
Impairment of gas properties(3) |
| 155,994 | 81,673 | (237,667 | ) | | ||||||||||
Impairment of fixed assets |
2,595 | | | | 2,595 | |||||||||||
General and administrative |
54,145 | 3,222 | 4,336 | | 61,703 | |||||||||||
Depreciation, depletion and amortization(4) |
163,937 | 26,476 | 19,490 | 9,780 | 219,683 | |||||||||||
Amortization of intangible assets |
811 | | | | 811 | |||||||||||
Other expense |
15,648 | | | | 15,648 | |||||||||||
| | | | | | | | | | | | | | | | |
Total operating expenses |
377,109 | 203,961 | 117,503 | (227,670 | ) | 470,903 | ||||||||||
Operating loss |
(81,169 | ) | (169,045 | ) | (90,378 | ) | 271,424 | (69,168 | ) | |||||||
Other income (expense): |
||||||||||||||||
Interest expense(6) |
(49,323 | ) | (12,371 | ) | (5,264 | ) | 12,735 | (54,223 | ) | |||||||
Other income |
2,762 | (152 | ) | 3 | | 2,613 | ||||||||||
Loss on derivative instruments(12) |
(131,376 | ) | | | (43,754 | ) | (175,130 | ) | ||||||||
Amortization of deferred financing costs |
(3,169 | ) | | | | (3,169 | ) | |||||||||
| | | | | | | | | | | | | | | | |
Total other income (expense) |
(181,106 | ) | (12,523 | ) | (5,261 | ) | (31,019 | ) | (229,909 | ) | ||||||
Loss before income taxes |
(262,275 | ) | (181,568 | ) | (95,639 | ) | 240,405 | (299,077 | ) | |||||||
Income tax benefit(10) |
126,871 | | | (15,646 | ) | 111,225 | ||||||||||
| | | | | | | | | | | | | | | | |
Net loss |
(135,404 | ) | (181,568 | ) | (95,639 | ) | 224,759 | (187,852 | ) | |||||||
Less: Net income from noncontrolling interests(7)(9) |
(38,870 | ) | | | 53,126 | 14,255 | ||||||||||
| | | | | | | | | | | | | | | | |
Net loss attributable to Rice Energy Inc. |
(174,274 | ) | (181,568 | ) | (95,639 | ) | 277,885 | (173,597 | ) | |||||||
| | | | | | | | | | | | | | | | |
Less: Preferred dividends and accretion on redeemable noncontrolling interests |
(11,402 | ) | | | | (11,402 | ) | |||||||||
| | | | | | | | | | | | | | | | |
Net loss attributable to Rice Energy Inc. |
$ | (185,676 | ) | $ | (181,568 | ) | $ | (95,639 | ) | $ | 277,885 | $ | (184,999 | ) | ||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net loss per common share: |
||||||||||||||||
Basic |
$ | (1.28 | ) | $ | (1.00 | ) | ||||||||||
Diluted |
$ | (1.28 | ) | $ | (1.00 | ) | ||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
144,812 | 39,943 | 184,755 | |||||||||||||
Diluted |
144,812 | 39,943 | 184,755 |
Rice Energy Inc.
Unaudited Pro Forma Combined Statement of Operations
Year Ended December 31, 2015
(in thousands, except per share amounts)
|
Rice Energy Historical | Vantage I Historical | Vantage II Historical | Pro Forma Adjustments | Rice Energy Pro Forma Combined | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Operating revenues: |
||||||||||||||||
Natural gas, oil and natural gas liquids sales |
$ | 446,515 | $ | 84,575 | $ | 65,252 | $ | | $ | 596,342 | ||||||
Gathering, compression and water distribution |
49,179 | 5,679 | 4,054 | | 58,912 | |||||||||||
Firm transportation sales, net |
3,450 | | | | 3,450 | |||||||||||
Other revenue(12) |
2,997 | 69,569 | 51,793 | (121,362 | ) | 2,997 | ||||||||||
| | | | | | | | | | | | | | | | |
Total operating revenues |
502,141 | 159,823 | 121,099 | (121,362 | ) | 661,701 | ||||||||||
Operating expenses: |
||||||||||||||||
Lease operating |
44,356 | 18,092 | 4,934 | | 67,382 | |||||||||||
Gathering, compression and transportation |
84,707 | 5,352 | 9,745 | | 99,804 | |||||||||||
Production taxes and impact fees |
7,609 | 4,843 | 1,911 | | 14,363 | |||||||||||
Exploration(2) |
3,137 | | | 847 | 3,984 | |||||||||||
Midstream operation and maintenance |
16,988 | 1,834 | 1,834 | | 20,656 | |||||||||||
Incentive unit expense |
36,097 | | | | 36,097 | |||||||||||
Acquisition expense |
1,235 | | | | 1,235 | |||||||||||
Impairment of gas properties(3) |
18,250 | 344,401 | 172,673 | (517,074 | ) | 18,250 | ||||||||||
Impairment of goodwill |
294,908 | | | | 294,908 | |||||||||||
General and administrative |
103,038 | 6,019 | 7,308 | | 116,365 | |||||||||||
Depreciation, depletion and amortization(4) |
322,784 | 50,162 | 39,698 | (21,617 | ) | 391,027 | ||||||||||
Amortization of intangible assets |
1,632 | | | | 1,632 | |||||||||||
Gain from sale of interest in gas prop. |
(953 | ) | | | | (953 | ) | |||||||||
Other expense |
6,520 | | | | 6,520 | |||||||||||
| | | | | | | | | | | | | | | | |
Total operating expenses |
940,308 | 430,703 | 238,103 | (537,844 | ) | 1,071,270 | ||||||||||
Operating loss |
(438,167 | ) | (270,880 | ) | (117,004 | ) | 416,482 | (409,569 | ) | |||||||
Other income (expense): |
||||||||||||||||
Interest expense(6) |
(87,446 | ) | (22,058 | ) | (8,778 | ) | 21,036 | (97,246 | ) | |||||||
Other income |
1,108 | | (180 | ) | | 927 | ||||||||||
Gain on derivative instruments(12) |
273,748 | | | 121,362 | 395,110 | |||||||||||
Amortization of deferred financing costs |
(5,124 | ) | | | | (5,124 | ) | |||||||||
| | | | | | | | | | | | | | | | |
Total other income (expense) |
182,286 | (22,058 | ) | (8,958 | ) | 142,398 | 293,668 | |||||||||
Loss before income taxes |
(255,881 | ) | (292,938 | ) | (125,962 | ) | 558,879 | (115,902 | ) | |||||||
Income tax expense(10) |
(12,118 | ) | | | (70,693 | ) | (82,811 | ) | ||||||||
| | | | | | | | | | | | | | | | |
Net loss |
(267,999 | ) | (292,938 | ) | (125,962 | ) | 488,186 | (198,713 | ) | |||||||
Less: Net income from noncontrolling interests(7)(9) |
(23,337 | ) | | | 19,758 | (3,579 | ) | |||||||||
| | | | | | | | | | | | | | | | |
Net loss attributable to Rice Energy Inc. |
$ | (291,336 | ) | $ | (292,938 | ) | $ | (125,962 | ) | $ | 507,944 | $ | (202,292 | ) | ||
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net loss per common share: |
||||||||||||||||
Basic |
$ | (2.14 | ) | $ | (1.15 | ) | ||||||||||
Diluted |
$ | (2.14 | ) | $ | (1.15 | ) | ||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
136,344 | 39,943 | 176,287 | |||||||||||||
Diluted |
136,344 | 39,943 | 176,287 |
- (1)
- These adjustments reflect the estimated value of net consideration to be paid by the Company in the Vantage Acquisition and the adjustments to the historical book values of Vantage assets and liabilities as of June 30, 2016 to their estimated fair values. The following table represents the preliminary purchase price allocation to the assets acquired and liabilities assumed from Vantage. This preliminary purchase price allocation has been used to prepare pro forma adjustments in the pro forma balance sheet and statements of operations. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations
subsequent to closing the Vantage Acquisition. The final purchase price allocation will differ from these estimates and could differ materially from the preliminary allocation used in the pro forma adjustments.
(in thousands) |
|
|||
---|---|---|---|---|
Purchase Price(i): |
||||
Fair value of REA membership interests |
$ | 977,750 | ||
Cash consideration(ii) |
1,010,000 | |||
| | | | |
Total purchase price |
$ | 1,987,750 | ||
Estimated Fair Value of Assets Acquired and Liabilities Assumed: |
||||
Current assets |
$ | 55,688 | ||
Natural gas and oil properties(iii) |
2,521,078 | |||
Other non-current assets |
10,509 | |||
Current liabilities |
(60,889 | ) | ||
Fair value of debt assumed |
(712,000 | ) | ||
Other non-current liabilities |
(25,034 | ) | ||
Noncontrolling interest in REA(i) |
(410,323 | ) | ||
Goodwill(i) |
608,721 |
- (i)
- Under
the terms of the Vantage Acquisition, consideration paid by the Company will consist of the following components: (i) a membership interest in
Rice Energy Appalachia LLC ("REA") that is exchangeable for the lesser of 40 million shares of Rice Energy common stock (representing $1.0 billion in value at a stock price of
$25.00 per share) or equivalent membership interest equal to 19.9% of the outstanding shares of Rice common stock as of the closing date (prior to effectuating the issuance to the Vantage sellers);
and (ii) an amount of cash equal to $1.988 billion less the value of the interests issued in clause (i) (valued at $25 per unit). For purposes of estimating the total purchase price, we
have assumed that Vantage will receive a membership interest in REA equivalent to 16.6% of the estimated outstanding shares of Rice common stock following the closing (based on approximately
196.5 million shares subsequent to the September 2016 Equity Offering and the membership interests issued in the Vantage Acquisition). Such membership interest in REA will represent
noncontrolling interest in the consolidated financial statements of the Company.
The value of purchase price consideration will change based on changes in working capital accounts, finalization of assumed and retired indebtedness, and finalization of the valuation of the membership interest in REA for facts and circumstances existing at the closing date of the Vantage Acquisition compared to the filing date of the pro forma financial statements. The below table summarizes the impact of a change in the purchase price to estimated goodwill.
(unaudited, in thousands) |
Element of Purchase Price |
Estimated Goodwill |
|||||
---|---|---|---|---|---|---|---|
As presented in the pro forma combined results |
$ | 1,987,750 | $ | 608,721 | |||
10% increase in valuation of the membership interest in REA |
2,085,525 | 706,821 | |||||
10% decrease in valuation of the membership interest in REA |
1,889,975 | 511,271 |
- (ii)
- Components of cash consideration includes the following (in thousands):
Total cash consideration for the acquisition, net of debt assumed |
$ | (1,010,000 | ) | |
Assumption and retirement of Vantage long-term debt |
(712,000 | ) | ||
Rice Energy September 2016 Equity Offering |
1,000,000 | |||
RMP borrowings on revolving credit facility |
350,000 | |||
Other RMP financing, such as a common unit offering |
250,000 | |||
| | | | |
Pro forma adjustments to cash and cash equivalents |
$ | (122,000 | ) |
- (iii)
- The pro forma fair value of natural gas and oil properties includes the following (in thousands):
Proved producing properties |
$ | 1,447,650 | ||
Unproved properties |
915,428 | |||
Midstream assets |
158,000 | |||
| | | | |
Pro forma adjustments for fair value of natural gas and oil properties |
$ | 2,521,078 |
NYMEX strip pricing as of June 30, 2016 was utilized in determining the pro forma fair value of proved producing reserves at PV-10, after adjustment for transportation fees and basis differentials. An increase or decrease in commodity prices as of the closing date will result in a corresponding increase or decrease in the fair value of proved producing properties.
- (2)
- Reflects
exploratory costs capitalized by Vantage under the full cost method that would have been charged to to exploration expense under successful efforts
method of accounting for oil and gas properties.
- (3)
- Eliminates
the historical natural gas and oil properties impairment charges recorded under the ceiling test of the full cost method of accounting to conform
to our successful efforts method of accounting for oil and gas properties.
- (4)
- Pro
forma adjustment of historical depreciation, depletion and amortization (DD&A) of Vantage to adjust to the Company's policy to depreciate midstream
assets over a 60 year useful life and to include pro forma provision for DD&A related to the step up of property, plant and equipment to estimated fair value and application of the successful
efforts method of accounting in the determination of the depletion rate.
- (5)
- Pro
forma adjustments to eliminate certain employee obligations of $2.7 million to be settled by Vantage prior to closing of the acquisition.
- (6)
- Certain
adjustments were made to debt and debt related accounts of Vantage to consider planned extinguishment of the Vantage second lien note and revolving
credit facility as follows:
- a.
- To
reflect cash paid to extinguish the Vantage second lien note payable balances in the amount of $295.0 million.
- b.
- To
reflect cash paid to extinguish the Vantage revolving credit facility balances in the amount of $417.0 million.
- c.
- To
reclassify to interest expense the unamortized original issuance discounts relating to the second lien note payable of $2.1 million as well as the
unamortized deferred financing costs relating to the revolving credit facility of $4.7 million.
- d.
- To
eliminate interest expense recorded by Vantage in relation to the second lien note payable and revolving credit facility.
- (7)
- To
adjust for the change in noncontrolling interest resulting from the potential equity financing by RMP to fund the Dropdown.
- (8)
- To
accrue for estimated transaction costs of $62.5 million related to the acquisition of Vantage not reflected in the historical financial statements
of Rice Energy. As these costs are nonrecurring in nature, we have not made adjustments to the pro forma income statement.
- (9)
- Pro
forma adjustment to show the impact of the Vantage membership of 16.6% in REA on non-controlling interest.
- (10)
- To
reflect tax impact of Vantage results of operations under the Company's corporate tax structure.
- (11)
- To
eliminate certain components of Vantage's historical members' contributions of $1.1 billion and historical retained deficit of
$705.9 million.
- (12)
- The
following are reclassifications to present the financial statements of the Company and Vantage in a consistent manner:
- a.
- Elimination
of $20.7 million of affiliate receivables and payables that are presented gross in standalone Vantage financial statements.
- b.
- Reclassification
of $1.4 million of inventory from current assets to property, plant and equipment, net.
- c.
- Reclassification
of derivative gain/loss from operating revenues to other income (expense).
- d.
- Reclassification
of $1.3 million of capitalized other non-current assets to property, plant and equipment, net.
- e.
- Reclassification of $12.1 million of royalties payable, $1.5 million of accrued interest, $13.3 million of accrued capital expenditures and $20.7 million of other accrued liabilities from accounts payable.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Rice Energy Inc. Unaudited Pro Forma Combined Balance Sheet June 30, 2016 (in thousands)
Rice Energy Inc. Unaudited Pro Forma Combined Statement of Operations Six month period ended June 30, 2016 (in thousands, except per share amounts)
Rice Energy Inc. Unaudited Pro Forma Combined Statement of Operations Year Ended December 31, 2015 (in thousands, except per share amounts)