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Page
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•
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business strategy;
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•
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reserves;
|
•
|
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;
|
•
|
hedging strategy and results;
|
•
|
future drilling plans;
|
•
|
competition and government regulations;
|
•
|
pending legal or environmental matters;
|
•
|
marketing of natural gas, NGLs and oil;
|
•
|
leasehold or business acquisitions;
|
•
|
costs of developing our properties and conducting our gathering and other midstream operations;
|
•
|
general economic conditions;
|
•
|
credit markets;
|
•
|
uncertainty regarding our future operating results; and
|
•
|
plans, objectives, expectations and intentions contained in this Quarterly Report that are not historical.
|
•
|
“Rice Energy,” the “Company,” “we,” “our,” “us” or like terms refer collectively to Rice Energy Inc. and its consolidated subsidiaries, including Rice Drilling B LLC;
|
•
|
“Rice Drilling B” refers to Rice Drilling B LLC, our wholly-owned subsidiary;
|
•
|
“Rice Partners” refers to Rice Energy Family Holdings, LP (formerly known as Rice Energy Limited Partners), an entity affiliated with members of the Rice family;
|
•
|
“Rice Holdings” refers to Rice Energy Holdings LLC;
|
•
|
“Rice Appalachia” refers to Rice Energy Appalachia, LLC, the parent company of Rice Drilling B prior to our
initial public offering;
|
•
|
“Alpha Holdings” refers to Foundation PA Coal Company, LLC, a wholly owned indirect subsidiary of Alpha Natural Resources, Inc.;
|
•
|
“Marcellus joint venture” refers collectively to Alpha Shale Resources, LP and its general partner, Alpha Shale Holdings, LLC;
|
•
|
“Natural Gas Partners” refers to a family of private equity investment funds organized to make direct equity investments in the energy industry, including the funds invested in us; and
|
•
|
“NGP Holdings” refers to NGP Rice Holdings, LLC.
|
(in thousands)
|
June 30, 2014
|
|
December 31, 2013
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
471,530
|
|
|
$
|
31,612
|
|
Restricted cash
|
—
|
|
|
8,268
|
|
||
Accounts receivable
|
78,670
|
|
|
31,765
|
|
||
Receivable from affiliate
|
39
|
|
|
2,244
|
|
||
Deposits
|
19,328
|
|
|
601
|
|
||
Prepaid expenses and other
|
2,765
|
|
|
262
|
|
||
Total current assets
|
572,332
|
|
|
74,752
|
|
||
|
|
|
|
||||
Investments in joint ventures
|
—
|
|
|
49,814
|
|
||
Gas collateral account
|
3,995
|
|
|
3,700
|
|
||
Proved natural gas properties, net
|
714,570
|
|
|
270,523
|
|
||
Unproved natural gas properties
|
793,872
|
|
|
457,836
|
|
||
Property and equipment, net
|
10,018
|
|
|
5,972
|
|
||
Deferred financing costs, net
|
20,193
|
|
|
12,292
|
|
||
Goodwill
|
338,036
|
|
|
—
|
|
||
Intangible assets, net
|
48,607
|
|
|
—
|
|
||
Other non-current assets
|
373
|
|
|
—
|
|
||
Derivative assets
|
—
|
|
|
4,921
|
|
||
Total assets
|
$
|
2,501,996
|
|
|
$
|
879,810
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
1,324
|
|
|
$
|
20,120
|
|
Accounts payable
|
53,178
|
|
|
51,219
|
|
||
Royalties payable
|
30,984
|
|
|
9,393
|
|
||
Accrued interest
|
10,313
|
|
|
250
|
|
||
Accrued capital expenditures
|
64,086
|
|
|
16,753
|
|
||
Other accrued liabilities
|
18,671
|
|
|
8,283
|
|
||
Leasehold payable
|
11,194
|
|
|
18,606
|
|
||
Derivative liability
|
17,505
|
|
|
965
|
|
||
Payable to affiliate
|
344
|
|
|
6,148
|
|
||
Operated prepayment liability
|
3,755
|
|
|
1,201
|
|
||
Total current liabilities
|
211,354
|
|
|
132,938
|
|
||
|
|
|
|
||||
Long-term liabilities:
|
|
|
|
||||
Long-term debt
|
900,000
|
|
|
406,822
|
|
||
Leasehold payable
|
3,460
|
|
|
1,675
|
|
||
Deferred tax liabilities
|
187,220
|
|
|
—
|
|
||
Restricted units
|
—
|
|
|
36,306
|
|
||
Other long-term liabilities
|
8,510
|
|
|
3,422
|
|
||
Total liabilities
|
1,310,544
|
|
|
581,163
|
|
||
Stockholders' equity
|
1,191,452
|
|
|
298,647
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,501,996
|
|
|
$
|
879,810
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
(in thousands, except per share data)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
91,940
|
|
|
$
|
23,877
|
|
|
$
|
182,417
|
|
|
$
|
37,110
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Lease operating
|
6,667
|
|
|
2,781
|
|
|
11,853
|
|
|
4,017
|
|
||||
Gathering, compression and transportation
|
9,176
|
|
|
2,058
|
|
|
16,306
|
|
|
3,586
|
|
||||
Production taxes and impact fees
|
871
|
|
|
338
|
|
|
1,510
|
|
|
507
|
|
||||
Exploration
|
473
|
|
|
548
|
|
|
959
|
|
|
1,447
|
|
||||
Incentive unit expense
|
1,474
|
|
|
—
|
|
|
75,276
|
|
|
—
|
|
||||
Restricted unit expense
|
—
|
|
|
7,706
|
|
|
—
|
|
|
7,706
|
|
||||
Stock compensation expense
|
1,125
|
|
|
—
|
|
|
1,216
|
|
|
—
|
|
||||
General and administrative
|
14,845
|
|
|
4,040
|
|
|
26,275
|
|
|
5,782
|
|
||||
Depreciation, depletion and amortization
|
32,552
|
|
|
8,362
|
|
|
58,059
|
|
|
13,493
|
|
||||
Amortization of intangible assets
|
340
|
|
|
—
|
|
|
340
|
|
|
—
|
|
||||
Total operating expenses
|
67,523
|
|
|
25,833
|
|
|
191,794
|
|
|
36,538
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
24,417
|
|
|
(1,956
|
)
|
|
(9,377
|
)
|
|
572
|
|
||||
Interest expense
|
(15,941
|
)
|
|
(5,176
|
)
|
|
(22,983
|
)
|
|
(7,090
|
)
|
||||
Gain on purchase of Marcellus joint venture
|
—
|
|
|
—
|
|
|
203,579
|
|
|
—
|
|
||||
Other income (loss)
|
(195
|
)
|
|
(693
|
)
|
|
396
|
|
|
(446
|
)
|
||||
Gain (loss) on derivative instruments
|
(11,198
|
)
|
|
13,641
|
|
|
(31,578
|
)
|
|
8,648
|
|
||||
Amortization of deferred financing costs
|
(532
|
)
|
|
(1,937
|
)
|
|
(1,021
|
)
|
|
(3,802
|
)
|
||||
Loss on extinguishment of debt
|
(3,001
|
)
|
|
—
|
|
|
(3,144
|
)
|
|
—
|
|
||||
Write-off of deferred financing costs
|
(6,060
|
)
|
|
—
|
|
|
(6,896
|
)
|
|
—
|
|
||||
Equity in income (loss) of joint ventures
|
—
|
|
|
15,707
|
|
|
(2,656
|
)
|
|
14,929
|
|
||||
Income (loss) before income taxes
|
(12,510
|
)
|
|
19,586
|
|
|
126,320
|
|
|
12,811
|
|
||||
Income tax benefit (expense)
|
4,593
|
|
|
—
|
|
|
(4,782
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(7,917
|
)
|
|
$
|
19,586
|
|
|
$
|
121,538
|
|
|
$
|
12,811
|
|
Earnings (loss) per share—basic
|
$
|
(0.06
|
)
|
|
$
|
0.24
|
|
|
$
|
1.00
|
|
|
$
|
0.18
|
|
Earnings (loss) per share—diluted
|
$
|
(0.06
|
)
|
|
$
|
0.23
|
|
|
$
|
0.99
|
|
|
$
|
0.17
|
|
|
|
|
|
|
|
|
|
||||||||
Pro forma income tax benefit
|
|
|
|
|
$
|
5,560
|
|
|
|
||||||
Pro forma net income
|
|
|
|
|
$
|
127,097
|
|
|
|
||||||
Earnings per share—basic
|
|
|
|
|
$
|
1.04
|
|
|
|
||||||
Earnings per share—diluted
|
|
|
|
|
$
|
1.04
|
|
|
|
|
Six Months Ended June 30,
|
||||||
(in thousands)
|
2014
|
|
2013
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
121,538
|
|
|
$
|
12,811
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
58,059
|
|
|
13,493
|
|
||
Amortization of deferred financing costs
|
1,021
|
|
|
3,802
|
|
||
Amortization of intangibles
|
340
|
|
|
—
|
|
||
Incentive unit expense
|
75,276
|
|
|
—
|
|
||
Write-off of deferred financing costs
|
6,896
|
|
|
—
|
|
||
Loss on extinguishment of debt
|
3,144
|
|
|
—
|
|
||
Restricted unit expense
|
—
|
|
|
7,706
|
|
||
Stock compensation expense
|
1,216
|
|
|
—
|
|
||
Derivative instruments fair value loss
|
31,578
|
|
|
(8,648
|
)
|
||
Cash payments for settled derivatives
|
(20,953
|
)
|
|
(1,841
|
)
|
||
Income tax expense
|
4,782
|
|
|
—
|
|
||
Fair value gain on purchase of Marcellus joint venture
|
(203,579
|
)
|
|
—
|
|
||
Equity in (income) loss of joint ventures
|
2,656
|
|
|
(14,929
|
)
|
||
(Increase) decrease in:
|
|
|
|
||||
Accounts receivable
|
(31,553
|
)
|
|
(7,743
|
)
|
||
Receivable from affiliate
|
2,216
|
|
|
9,169
|
|
||
Gas collateral account
|
—
|
|
|
(1,652
|
)
|
||
Prepaid expenses and other
|
(2,470
|
)
|
|
(348
|
)
|
||
Increase (decrease) in:
|
|
|
|
||||
Accounts payable
|
(1,130
|
)
|
|
(125
|
)
|
||
Royalties payable
|
13,683
|
|
|
6,693
|
|
||
Other accrued expenses
|
22,153
|
|
|
324
|
|
||
Payable to affiliate
|
(9,644
|
)
|
|
688
|
|
||
Net cash provided by operating activities
|
75,229
|
|
|
19,400
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures for natural gas properties
|
(437,620
|
)
|
|
(232,253
|
)
|
||
Acquisition of Marcellus joint venture, net of cash acquired
|
(82,766
|
)
|
|
—
|
|
||
Acquisition of Momentum assets
|
(111,447
|
)
|
|
—
|
|
||
Capital expenditures for property and equipment
|
(4,030
|
)
|
|
(532
|
)
|
||
Proceeds from sale of interest in gas properties
|
11,542
|
|
|
—
|
|
||
Net cash used in investing activities
|
(624,321
|
)
|
|
(232,785
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from borrowings
|
900,000
|
|
|
321,003
|
|
||
Repayments of debt obligations
|
(498,865
|
)
|
|
(104,602
|
)
|
||
Restricted cash for convertible debt
|
8,268
|
|
|
(72,000
|
)
|
||
Debt issuance costs
|
(18,436
|
)
|
|
(7,993
|
)
|
||
Common stock issuance
|
—
|
|
|
197,990
|
|
||
Repurchase of common stock
|
—
|
|
|
(2,267
|
)
|
||
Costs relating to initial public offering
|
(1,405
|
)
|
|
—
|
|
||
Proceeds from conversion of warrants
|
948
|
|
|
—
|
|
||
Proceeds from issuance of common stock sold in initial public offering, net of underwriting fees
|
598,500
|
|
|
—
|
|
||
Net cash provided by financing activities
|
989,010
|
|
|
332,131
|
|
||
|
|
|
|
||||
Net increase in cash
|
439,918
|
|
|
118,746
|
|
||
Cash at the beginning of the year
|
31,612
|
|
|
8,547
|
|
||
Cash at the end of the year
|
$
|
471,530
|
|
|
$
|
127,293
|
|
(in thousands)
|
Common Stock ($0.01 par)
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Total
|
||||||||
Balance, January 1, 2013
|
$
|
622
|
|
|
$
|
166,901
|
|
|
$
|
(29,332
|
)
|
|
$
|
138,191
|
|
Capital contributions, net
|
258
|
|
|
197,732
|
|
|
—
|
|
|
197,990
|
|
||||
Consolidated net income
|
—
|
|
|
—
|
|
|
12,811
|
|
|
12,811
|
|
||||
Balance, June 30, 2013
|
$
|
880
|
|
|
$
|
364,633
|
|
|
$
|
(16,521
|
)
|
|
$
|
348,992
|
|
(in thousands)
|
Common Stock ($0.01 par)
|
|
Additional Paid-In Capital
|
|
Accumulated (Deficit) Earnings
|
|
Total
|
||||||||
Balance, January 1, 2014
|
$
|
880
|
|
|
$
|
362,875
|
|
|
$
|
(65,108
|
)
|
|
$
|
298,647
|
|
Shares of common stock sold in initial public offering, net of offering costs
|
300
|
|
|
593,120
|
|
|
—
|
|
|
593,420
|
|
||||
Shares of common stock issued in purchase of Marcellus joint venture
|
95
|
|
|
221,905
|
|
|
—
|
|
|
222,000
|
|
||||
Conversion of restricted units into shares of common stock at IPO
|
—
|
|
|
36,306
|
|
|
—
|
|
|
36,306
|
|
||||
Conversion of convertible debentures into shares of common stock after IPO
|
6
|
|
|
6,599
|
|
|
—
|
|
|
6,605
|
|
||||
Conversion of warrants into shares of common stock after IPO
|
6
|
|
|
942
|
|
|
—
|
|
|
948
|
|
||||
Incentive unit compensation
|
—
|
|
|
75,276
|
|
|
—
|
|
|
75,276
|
|
||||
Stock compensation
|
—
|
|
|
1,216
|
|
|
—
|
|
|
1,216
|
|
||||
Tax impact of initial public offering and corporate reorganization
|
—
|
|
|
(164,504
|
)
|
|
—
|
|
|
(164,504
|
)
|
||||
Consolidated net income
|
—
|
|
|
—
|
|
|
121,538
|
|
|
121,538
|
|
||||
Balance, June 30, 2014
|
$
|
1,287
|
|
|
$
|
1,133,735
|
|
|
$
|
56,430
|
|
|
$
|
1,191,452
|
|
1.
|
Basis of Presentation
|
2.
|
Long-Term Debt
|
(in thousands)
|
June 30, 2014
|
|
December 31, 2013
|
||||
Long-term Debt
|
|
|
|
||||
Senior Notes Due 2022
(a)
|
$
|
900,000
|
|
|
$
|
—
|
|
Second Lien Term Loan Facility
(b)
|
—
|
|
|
293,821
|
|
||
Senior Secured Revolving Credit Facility
(c)
|
—
|
|
|
115,000
|
|
||
Debentures
(d)
|
—
|
|
|
6,890
|
|
||
NPI Note
|
—
|
|
|
8,028
|
|
||
Other
|
1,324
|
|
|
3,203
|
|
||
Total debt
|
$
|
901,324
|
|
|
$
|
426,942
|
|
Less current portion
|
1,324
|
|
|
20,120
|
|
||
Long-term debt
|
$
|
900,000
|
|
|
$
|
406,822
|
|
•
|
default in any payment of interest on any Note when due, continued for
30
days;
|
•
|
default in the payment of principal of or premium, if any, on any Note when due;
|
•
|
failure by the Company to comply with its other obligations under the Indenture, in certain cases subject to notice and grace periods;
|
•
|
payment defaults and accelerations with respect to other indebtedness of the Company and its Restricted Subsidiaries (as defined in the Indenture) in the aggregate principal amount of
$25.0 million
or more;
|
•
|
certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary (as defined in the Indenture) or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;
|
•
|
failure by the Company or Restricted Subsidiary to pay certain final judgments aggregating in excess of
$25.0 million
within
60
days; and
|
•
|
any guarantee of the Notes by a Guarantor ceases to be in full force and effect, is declared null and void in a judicial proceeding or is denied or disaffirmed by its maker.
|
•
|
incur additional indebtedness;
|
•
|
sell assets;
|
•
|
make loans to others;
|
•
|
make investments;
|
•
|
enter into mergers;
|
•
|
make or declare dividends;
|
•
|
hedge future production or interest rates;
|
•
|
incur liens; and
|
•
|
engage in certain other transactions without the prior consent of the lenders.
|
•
|
a current ratio, which is the ratio of consolidated current assets (including unused commitments under the Amended Credit Agreement and excluding non-cash derivative assets) to consolidated current liabilities (excluding current maturities under the Amended Credit Agreement and non-cash derivative liabilities), of not less than
1.0
to
1.0
; and
|
•
|
a minimum interest coverage ratio, which is the ratio of consolidated EBITDAX (as such term is defined in the Amended Credit Agreement) based on the trailing
12
month period to consolidated interest expense, of not less than
2.5
to
1.0
.
|
Remainder of Year Ending December 31, 2014
|
$
|
644
|
|
Year Ending December 31, 2015
|
680
|
|
|
Year Ending December 31, 2016
|
—
|
|
|
Year Ending December 31, 2017
|
—
|
|
|
Year Ending December 31, 2018 and Beyond
|
900,000
|
|
|
Total
|
$
|
901,324
|
|
3.
|
Derivative Instruments
|
Swap Contract Expiration
|
MMBtu/day
|
|
Weighted
Average Price |
|||
2014
|
164,000
|
|
|
$
|
4.120
|
|
2015
|
92,000
|
|
|
$
|
4.160
|
|
2016
|
148,000
|
|
|
$
|
4.200
|
|
2017
|
60,000
|
|
|
$
|
4.240
|
|
Collar Contract Expiration
|
MMBtu/day
|
|
Floor/Ceiling
|
|
2014
|
10,000
|
|
|
$3.000/$5.800
|
2015
|
122,000
|
|
|
$3.960/$4.710
|
Basis Contract Expiration
|
MMBtu/day
|
|
Swap ($/MMBtu)
|
|||
2014
|
55,000
|
|
|
$
|
(0.350
|
)
|
2015
|
62,000
|
|
|
$
|
(0.570
|
)
|
2016
|
38,000
|
|
|
$
|
(0.630
|
)
|
Put Contract Expiration
|
MMBtu/day
|
|
Swap ($/MMBtu)
|
|||
2014
|
50,000
|
|
|
$
|
0.450
|
|
|
As of June 30, 2014
|
||||||||||
(in thousands)
|
Derivative instruments, recorded in the Condensed Consolidated Balance Sheet, gross
|
|
Derivative instruments subject to master netting arrangements
|
|
Derivative Instruments, net
|
||||||
Derivative assets
|
$
|
18,194
|
|
|
$
|
(18,194
|
)
|
|
$
|
—
|
|
Derivative liabilities
|
$
|
37,857
|
|
|
$
|
(18,194
|
)
|
|
$
|
19,663
|
|
|
|
|
|
|
|
||||||
|
As of December 31, 2013
|
||||||||||
(in thousands)
|
Derivative instruments, recorded in the Condensed Consolidated Balance Sheet, gross
|
|
Derivative instruments subject to master netting arrangements
|
|
Derivative Instruments, net
|
||||||
Derivative assets
|
$
|
13,000
|
|
|
$
|
(4,700
|
)
|
|
$
|
8,300
|
|
Derivative liabilities
|
$
|
256
|
|
|
$
|
(4,600
|
)
|
|
$
|
(4,344
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Realized loss
|
$
|
(9,795
|
)
|
|
$
|
(1,635
|
)
|
|
$
|
(20,953
|
)
|
|
$
|
(1,841
|
)
|
Unrealized gain (loss)
|
$
|
(1,403
|
)
|
|
$
|
15,276
|
|
|
$
|
(10,625
|
)
|
|
$
|
10,489
|
|
4.
|
Fair Value of Financial Instruments
|
|
As of June 30, 2014
|
||||||||||||||||||
(in thousands)
|
|
|
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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative instruments, at fair value
|
$
|
19,663
|
|
|
$
|
19,663
|
|
|
$
|
—
|
|
|
$
|
19,663
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
19,663
|
|
|
$
|
19,663
|
|
|
$
|
—
|
|
|
$
|
19,663
|
|
|
$
|
—
|
|
|
As of December 31, 2013
|
||||||||||||||||||
|
|
|
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
|
$
|
4,921
|
|
|
$
|
4,921
|
|
|
$
|
—
|
|
|
$
|
4,921
|
|
|
$
|
—
|
|
Total assets
|
$
|
4,921
|
|
|
$
|
4,921
|
|
|
$
|
—
|
|
|
$
|
4,921
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Restricted units, at fair value
|
$
|
36,306
|
|
|
$
|
36,306
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36,306
|
|
Derivative instruments, at fair value
|
965
|
|
|
965
|
|
|
—
|
|
|
965
|
|
|
—
|
|
|||||
Total liabilities
|
$
|
37,271
|
|
|
$
|
37,271
|
|
|
$
|
—
|
|
|
$
|
965
|
|
|
$
|
36,306
|
|
|
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
|
||||||
(in thousands)
|
2014
|
|
2013
|
||||
Balance as of January 1,
|
$
|
36,306
|
|
|
$
|
5,667
|
|
Total gain or losses:
|
|
|
|
||||
Included in earnings
|
—
|
|
|
—
|
|
||
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
||
Repurchase of restricted units
|
—
|
|
|
(2,267
|
)
|
||
Converted to shares of common stock
|
(36,306
|
)
|
|
—
|
|
||
Balance as of June 30,
|
$
|
—
|
|
|
$
|
3,400
|
|
|
As of June 30, 2014
|
|
As of December 31, 2013
|
||||||||||||
Long-Term Debt (in thousands)
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Senior Notes Offering
|
$
|
900,000
|
|
|
$
|
916,490
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Second Lien Term Loan Facility
|
—
|
|
|
—
|
|
|
293,821
|
|
|
315,284
|
|
||||
Senior Secured Revolving Credit Facility
|
—
|
|
|
—
|
|
|
115,000
|
|
|
115,000
|
|
||||
Debentures
|
—
|
|
|
—
|
|
|
6,890
|
|
|
12,671
|
|
||||
NPI Note
|
—
|
|
|
—
|
|
|
8,028
|
|
|
8,028
|
|
||||
Other
|
1,324
|
|
|
1,324
|
|
|
3,203
|
|
|
3,203
|
|
||||
Total
|
$
|
901,324
|
|
|
$
|
917,814
|
|
|
$
|
426,942
|
|
|
$
|
454,186
|
|
5.
|
Acquisitions
|
(in thousands)
|
Three Months Ended June 30, 2014
|
Six Months Ended June 30, 2014
|
||||
Revenue
|
$
|
37,666
|
|
$
|
72,600
|
|
Net income
|
$
|
15,945
|
|
$
|
45,412
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
(in thousands, except per share data)
|
2014
|
2013
|
2014
|
2013
|
||||||||
Pro forma net revenues
|
$
|
91,940
|
|
$
|
50,545
|
|
$
|
194,353
|
|
$
|
80,717
|
|
Pro forma net income (loss)
|
$
|
(153
|
)
|
$
|
35,476
|
|
$
|
(76,934
|
)
|
$
|
27,714
|
|
Pro forma earnings (loss) per share (basic)
|
$
|
—
|
|
$
|
0.43
|
|
$
|
(0.60
|
)
|
$
|
0.38
|
|
Pro forma earnings (loss) per share (diluted)
|
$
|
—
|
|
$
|
0.43
|
|
$
|
(0.60
|
)
|
$
|
0.38
|
|
6.
|
Commitments and Contingencies
|
7.
|
Stockholders’ Equity
|
8.
|
Incentive Units
|
Rice Holdings
|
|
|
Valuation Date
|
1/29/2014
|
|
Dividend Yield
|
0.00
|
%
|
Expected Volatility
|
47.00
|
%
|
Risk-Free Rate
|
1.11
|
%
|
Expected Life (Years)
|
4.0
|
|
|
|
|
Rice Holdings
|
|
|
Valuation Date
|
4/14/2014
|
|
Dividend Yield
|
0.00
|
%
|
Expected Volatility
|
45.19
|
%
|
Risk-Free Rate
|
1.13
|
%
|
Expected Life (Years)
|
3.80
|
|
|
|
|
Rice Holdings
|
|
|
Valuation Date
|
4/16/2014
|
|
Dividend Yield
|
0.00
|
%
|
Expected Volatility
|
44.32
|
%
|
Risk-Free Rate
|
1.18
|
%
|
Expected Life (Years)
|
3.79
|
|
|
|
|
NGP Holdings
|
|
|
Valuation Date
|
6/30/2014
|
|
Dividend Yield
|
0.00
|
%
|
Expected Volatility
|
42.68
|
%
|
Risk-Free Rate
|
0.94
|
%
|
Expected Life (Years)
|
3.17
|
|
9.
|
Stock Compensation
|
10.
|
Earnings Per Share
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands, except per share data)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Income (loss) (numerator):
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(7,917
|
)
|
|
$
|
19,586
|
|
|
$
|
121,538
|
|
|
$
|
12,811
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares (denominator):
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of shares of common stock - basic
|
128,419,606
|
|
|
83,183,529
|
|
|
121,925,915
|
|
|
72,758,538
|
|
||||
Weighted-average number of shares of common stock - diluted
|
128,419,606
|
|
|
84,855,329
|
|
|
122,255,908
|
|
|
74,430,338
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.06
|
)
|
|
$
|
0.24
|
|
|
$
|
1.00
|
|
|
$
|
0.18
|
|
Diluted
|
$
|
(0.06
|
)
|
|
$
|
0.23
|
|
|
$
|
0.99
|
|
|
$
|
0.17
|
|
11.
|
Income Taxes
|
12.
|
New Accounting Pronouncements
|
13.
|
Subsequent Events
|
•
|
success in drilling new wells;
|
•
|
natural gas prices;
|
•
|
our access to, and the cost of accessing end markets for our production;
|
•
|
the availability of attractive acquisition opportunities and our ability to execute them;
|
•
|
the amount of capital we invest in the leasing and development of our properties;
|
•
|
facility or equipment availability and unexpected downtime;
|
•
|
delays imposed by or resulting from compliance with regulatory requirements; and
|
•
|
the rate at which production volumes on our wells naturally decline.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Natural gas sales
|
$
|
90,605
|
|
|
$
|
23,645
|
|
|
$
|
181,071
|
|
|
$
|
36,693
|
|
Oil and natural gas liquids (NGL) sales
|
32
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||
Gathering fees
|
1,303
|
|
|
—
|
|
|
1,314
|
|
|
—
|
|
||||
Other revenue
|
—
|
|
|
232
|
|
|
—
|
|
|
417
|
|
||||
Operating revenues
|
$
|
91,940
|
|
|
$
|
23,877
|
|
|
$
|
182,417
|
|
|
$
|
37,110
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
NYMEX Henry Hub High ($/MMBtu)
|
$
|
4.84
|
|
|
$
|
4.38
|
|
|
$
|
7.94
|
|
|
$
|
4.38
|
|
NYMEX Henry Hub Low ($/MMBtu)
|
$
|
4.35
|
|
|
$
|
3.57
|
|
|
$
|
3.96
|
|
|
$
|
3.08
|
|
|
|
|
|
|
|
|
|
||||||||
NYMEX Henry Hub Price ($/MMBtu)
|
$
|
4.58
|
|
|
$
|
4.02
|
|
|
$
|
4.86
|
|
|
$
|
3.76
|
|
Less: Average Basis Impact ($/MMBtu)
|
(0.74
|
)
|
|
(0.03
|
)
|
|
(0.42
|
)
|
|
0.08
|
|
||||
Plus: Btu Uplift (MMBtu/Mcf)
|
0.19
|
|
|
0.20
|
|
|
0.22
|
|
|
0.19
|
|
||||
Plus: Other Revenue ($/Mcf)
|
0.09
|
|
|
—
|
|
|
0.06
|
|
|
—
|
|
||||
Pre-Hedge Realized Price ($/Mcf)
|
$
|
4.12
|
|
|
$
|
4.19
|
|
|
$
|
4.72
|
|
|
$
|
4.03
|
|
(1)
|
Differential is calculated by comparing the average NYMEX Henry Hub price to our volume weighted average realized price per MMBtu before hedges, including
50%
of the volumes sold by our Marcellus joint venture for the period from January 1, 2014 through January 28, 2014, contained within the
three and six months ended June 30, 2014
and for the
three and six months ended June 30, 2013
. The remainder of the
three and six months ended June 30, 2014
reflect (i) the completion of the corporate reorganization in connection with our initial public offering and (ii) the consummation of the Marcellus JV Buy-In, each on January 29, 2014 and as described under “Item 1. Financial Statements—Introduction to the Condensed Consolidated Financial Statements.”
|
•
|
Our natural gas sales were
$90.6 million
and
$23.6 million
in the
three months ended June 30, 2014
and
2013
, respectively and
$181.1 million
and
$36.7 million
in the
six months ended June 30, 2014
and
2013
, respectively.
|
•
|
Our natural gas production volumes were
21,966
MMcf and
5,656
MMcf in the
three months ended June 30, 2014
and
2013
, respectively and
38,356
MMcf and
9,110
MMcf in the
six months ended June 30, 2014
and
2013
, respectively.
|
•
|
Our per unit cash production costs were
$0.76
per Mcf and
$0.91
per Mcf in the
three months ended June 30, 2014
and
2013
, respectively and
$0.78
per Mcf and
$0.89
per Mcf in the
six months ended June 30, 2014
and
2013
, respectively.
|
•
|
Our G&A expenses were
$14.8 million
and
$4.0 million
in the
three months ended June 30, 2014
and
2013
, respectively and
$26.3 million
and
$5.8 million
in the
six months ended June 30, 2014
and
2013
, respectively.
|
|
Rice Energy Inc.
|
|
|
|
Rice Energy Inc.
|
|
|
||||||||||||||
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
||||||||||||||
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Natural gas sales (in thousands):
|
$
|
90,605
|
|
|
$
|
23,645
|
|
|
66,960
|
|
|
$
|
181,071
|
|
|
$
|
36,693
|
|
|
144,378
|
|
Oil and natural gas liquid (NGL) sales (in thousands):
|
32
|
|
|
—
|
|
|
32
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Natural gas production (MMcf):
|
21,966
|
|
|
5,656
|
|
|
16,310
|
|
|
38,356
|
|
|
9,110
|
|
|
29,246
|
|
||||
Oil and NGL production (Bbls):
|
550
|
|
|
—
|
|
|
550
|
|
|
550
|
|
|
—
|
|
|
550
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average natural gas prices before effects of hedges per Mcf:
|
$
|
4.12
|
|
|
$
|
4.18
|
|
|
(0.06
|
)
|
|
$
|
4.72
|
|
|
$
|
4.03
|
|
|
0.69
|
|
Average realized natural gas prices after effects of hedges per Mcf
(1)
:
|
3.68
|
|
|
3.89
|
|
|
(0.21
|
)
|
|
4.17
|
|
|
3.83
|
|
|
0.34
|
|
||||
Average oil and NGL prices per Bbl:
|
57.57
|
|
|
—
|
|
|
57.57
|
|
|
57.57
|
|
|
—
|
|
|
57.57
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average costs per Mcf:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Lease operating
|
$
|
0.30
|
|
|
$
|
0.49
|
|
|
(0.19
|
)
|
|
$
|
0.31
|
|
|
$
|
0.44
|
|
|
(0.13
|
)
|
Gathering, compression and transportation
|
0.42
|
|
|
0.36
|
|
|
0.06
|
|
|
0.43
|
|
|
0.39
|
|
|
0.04
|
|
||||
Production taxes and impact fees
|
0.04
|
|
|
0.06
|
|
|
(0.02
|
)
|
|
0.04
|
|
|
0.06
|
|
|
(0.02
|
)
|
||||
General and administrative
|
0.68
|
|
|
0.71
|
|
|
(0.03
|
)
|
|
0.69
|
|
|
0.63
|
|
|
0.06
|
|
||||
Depreciation, depletion and amortization
|
1.48
|
|
|
1.48
|
|
|
—
|
|
|
1.51
|
|
|
1.48
|
|
|
0.03
|
|
|
Rice Energy Inc.
|
|
|
|
Rice Energy Inc.
|
|
|
||||||||||||||||
|
Three Months Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
Change
|
||||||||||||||||
(in thousands)
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
|||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating revenues
|
$
|
91,940
|
|
|
$
|
23,877
|
|
|
$
|
68,063
|
|
|
$
|
182,417
|
|
|
$
|
37,110
|
|
|
145,307
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Lease operating
|
6,667
|
|
|
2,781
|
|
|
3,886
|
|
|
11,853
|
|
|
4,017
|
|
|
7,836
|
|
||||||
Gathering, compression and transportation
|
9,176
|
|
|
2,058
|
|
|
7,118
|
|
|
16,306
|
|
|
3,586
|
|
|
12,720
|
|
||||||
Production taxes and impact fees
|
871
|
|
|
338
|
|
|
533
|
|
|
1,510
|
|
|
507
|
|
|
1,003
|
|
||||||
Exploration
|
473
|
|
|
548
|
|
|
(75
|
)
|
|
959
|
|
|
1,447
|
|
|
(488
|
)
|
||||||
Incentive unit expense
|
1,474
|
|
|
—
|
|
|
1,474
|
|
|
75,276
|
|
|
—
|
|
|
75,276
|
|
||||||
Restricted unit expense
|
—
|
|
|
7,706
|
|
|
(7,706
|
)
|
|
—
|
|
|
7,706
|
|
|
(7,706
|
)
|
||||||
Stock compensation expense
|
1,125
|
|
|
—
|
|
|
1,125
|
|
|
1,216
|
|
|
—
|
|
|
1,216
|
|
||||||
General and administrative
|
14,845
|
|
|
4,040
|
|
|
10,805
|
|
|
26,275
|
|
|
5,782
|
|
|
20,493
|
|
||||||
Depreciation, depletion and amortization
|
32,552
|
|
|
8,362
|
|
|
24,190
|
|
|
58,059
|
|
|
13,493
|
|
|
44,566
|
|
||||||
Amortization of intangible assets
|
340
|
|
|
—
|
|
|
340
|
|
|
340
|
|
|
—
|
|
|
340
|
|
||||||
Total operating expenses
|
67,523
|
|
|
25,833
|
|
|
41,690
|
|
|
191,794
|
|
|
36,538
|
|
|
155,256
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating income (loss)
|
24,417
|
|
|
(1,956
|
)
|
|
26,373
|
|
|
(9,377
|
)
|
|
572
|
|
|
(9,949
|
)
|
||||||
Interest expense
|
(15,941
|
)
|
|
(5,176
|
)
|
|
(10,765
|
)
|
|
(22,983
|
)
|
|
(7,090
|
)
|
|
(15,893
|
)
|
||||||
Gain on purchase of Marcellus joint venture
|
—
|
|
|
—
|
|
|
—
|
|
|
203,579
|
|
|
—
|
|
|
203,579
|
|
||||||
Other income (loss)
|
(195
|
)
|
|
(693
|
)
|
|
498
|
|
|
396
|
|
|
(446
|
)
|
|
842
|
|
||||||
Gain (loss) on derivative instruments
|
(11,198
|
)
|
|
13,641
|
|
|
(24,839
|
)
|
|
(31,578
|
)
|
|
8,648
|
|
|
(40,226
|
)
|
||||||
Amortization of deferred financing costs
|
(532
|
)
|
|
(1,937
|
)
|
|
1,405
|
|
|
(1,021
|
)
|
|
(3,802
|
)
|
|
2,781
|
|
||||||
Loss on extinguishment of debt
|
(3,001
|
)
|
|
—
|
|
|
(3,001
|
)
|
|
(3,144
|
)
|
|
—
|
|
|
(3,144
|
)
|
||||||
Write-off of deferred financing costs
|
(6,060
|
)
|
|
—
|
|
|
(6,060
|
)
|
|
(6,896
|
)
|
|
—
|
|
|
(6,896
|
)
|
||||||
Equity in income (loss) of joint ventures
|
—
|
|
|
15,707
|
|
|
(15,707
|
)
|
|
(2,656
|
)
|
|
14,929
|
|
|
(17,585
|
)
|
||||||
Income (loss) before income taxes
|
(12,510
|
)
|
|
19,586
|
|
|
(32,096
|
)
|
|
126,320
|
|
|
12,811
|
|
|
113,509
|
|
||||||
Income tax benefit (expense)
|
4,593
|
|
|
—
|
|
|
4,593
|
|
|
(4,782
|
)
|
|
—
|
|
|
(4,782
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
(7,917
|
)
|
|
$
|
19,586
|
|
|
$
|
(27,503
|
)
|
|
$
|
121,538
|
|
|
$
|
12,811
|
|
|
108,727
|
|
|
Earnings per share—basic
|
$
|
(0.06
|
)
|
|
$
|
0.24
|
|
|
$
|
(0.30
|
)
|
|
$
|
1.00
|
|
|
$
|
0.18
|
|
|
$
|
0.82
|
|
Earnings per share—diluted
|
$
|
(0.06
|
)
|
|
$
|
0.23
|
|
|
$
|
(0.29
|
)
|
|
$
|
0.99
|
|
|
$
|
0.17
|
|
|
$
|
0.82
|
|
•
|
default in any payment of interest on any Note when due, continued for 30 days;
|
•
|
default in the payment of principal of or premium, if any, on any Note when due;
|
•
|
failure by us to comply with its other obligations under the Indenture, in certain cases subject to notice and grace periods;
|
•
|
payment defaults and accelerations with respect to other indebtedness of us and our Restricted Subsidiaries (as defined in the Indenture) in the aggregate principal amount of $25.0 million or more;
|
•
|
certain events of bankruptcy, insolvency or reorganization of us or a Significant Subsidiary (as defined in the Indenture) or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;
|
•
|
failure by us or a Restricted Subsidiary to pay certain final judgments aggregating in excess of $25.0 million within 60 days; and
|
•
|
any guarantee of the Notes by a Guarantor ceases to be in full force and effect, is declared null and void in a judicial proceeding or is denied or disaffirmed by its maker;
|
•
|
incur additional indebtedness;
|
•
|
sell assets;
|
•
|
make loans to others;
|
•
|
make investments;
|
•
|
enter into mergers;
|
•
|
make or declare dividends;
|
•
|
hedge future production or interest rates;
|
•
|
incur liens; and
|
•
|
engage in certain other transactions without the prior consent of the lenders.
|
•
|
a current ratio, which is the ratio of consolidated current assets (including unused commitments under the Amended Credit Agreement and excluding non-cash derivative assets) to consolidated current liabilities (excluding current maturities under the Amended Credit Agreement and non-cash derivative liabilities), of not less than 1.0 to 1.0; and
|
•
|
a minimum interest coverage ratio, which is the ratio of consolidated EBITDAX (as such term is defined in the Amended Credit Agreement) based on the trailing twelve month period to consolidated interest expense, of not less than 2.5 to 1.0.
|
Months next succeeding the time as of which compliance is measured
|
|
Column A
|
|
Column B
|
||
Months 1 though 12
|
|
75
|
%
|
|
85
|
%
|
Months 13 through 24
|
|
50
|
%
|
|
85
|
%
|
Months 25 through 36
|
|
40
|
%
|
|
85
|
%
|
Months 37 through 48
|
|
25
|
%
|
|
65
|
%
|
Months 49 through 60
|
|
15
|
%
|
|
65
|
%
|
Exhibit Number
|
|
Exhibit
|
2.1
|
|
Purchase and Sale Agreement, dated July 11, 2014, by and among Rice Drilling B LLC, Chesapeake Appalachia, L.L.C. and Statoil USA Onshore Properties Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on August 7, 2014).
|
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 3.2 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on February 4, 2014).
|
4.1
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 133-192894) filed with the Commission on January 13, 2014).
|
4.2
|
|
Indenture, dated as of April 25, 2014, by and among Rice Energy Inc., the several guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on April 29, 2014).
|
4.3
|
|
Form of Senior Note due 2022 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-36273) filed with the Commission on April 29, 2014).
|
4.4
|
|
Registration Rights Agreement, dated as of April 25, 2014, by and among Rice Energy Inc., the several guarantors named therein and Barclays Capital Inc. as representative of the initial purchasers named therein (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on April 29, 2014).
|
4.5*
|
|
First Amendment to Stockholders’ Agreement, dated as of
August 8, 2014
, by and among Rice Energy Inc., Rice Energy Holdings LLC, Rice Energy Family Holdings, LP, NGP Rice Holdings LLC and Alpha Natural Resources, Inc.
|
10.1
|
|
Third Amended and Restated Credit Agreement, dated as of April 10, 2014, among Rice Energy Inc., as borrower, Wells Fargo Bank, N.A., as administrative agent and the lenders and other parties 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 April 11, 2014).
|
10.2
|
|
Purchase Agreement, dated as of April 16, 2014 among the Company, the Guarantors and Barclays Capital Inc., as representative of the several initial purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on April 21, 2014).
|
10.3†*
|
|
Amended and Restated Rice Energy Inc. 2014 Long-Term Incentive Plan
|
10.4†
|
|
Form of Performance Stock Unit (PSU) Agreement (incorporated by reference to Exhibit 10.44 to the Company’s Registration Statement on Form S-1 (File No. 333-197266) filed with the Commission on July 7, 2014).
|
10.5†*
|
|
Indemnification Agreement, dated as of August 8, 2014, by and among the Company, Alpha Natural Resources, Inc. and Kevin S. Crutchfield.
|
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 Securities Exchange Act, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act, as amended, 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.
|
†
|
Management contract or compensatory plan or agreement
|
|
|
RICE ENERGY INC.
|
|
|
|
Date: August 11, 2014
|
By:
|
/s/ Daniel J. Rice IV
|
|
|
Daniel J. Rice IV
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: August 11, 2014
|
By:
|
/s/ Grayson T. Lisenby
|
|
|
Grayson T. Lisenby
|
|
|
Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Exhibit Number
|
|
Exhibit
|
2.1
|
|
Purchase and Sale Agreement, dated July 11, 2014, by and among Rice Drilling B LLC, Chesapeake Appalachia, L.L.C. and Statoil USA Onshore Properties Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on August 7, 2014).
|
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 3.2 of the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on February 4, 2014).
|
4.1
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. 133-192894) filed with the Commission on January 13, 2014).
|
4.2
|
|
Indenture, dated as of April 25, 2014, by and among Rice Energy Inc., the several guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on April 29, 2014).
|
4.3
|
|
Form of Senior Note due 2022 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-36273) filed with the Commission on April 29, 2014).
|
4.4
|
|
Registration Rights Agreement, dated as of April 25, 2014, by and among Rice Energy Inc., the several guarantors named therein and Barclays Capital Inc. as representative of the initial purchasers named therein (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on April 29, 2014).
|
4.5*
|
|
First Amendment to Stockholders’ Agreement, dated as of August 8, 2014, by and among Rice Energy Inc., Rice Energy Holdings LLC, Rice Energy Family Holdings, LP, NGP Rice Holdings LLC and Alpha Natural Resources, Inc.
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10.1
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Third Amended and Restated Credit Agreement, dated as of April 10, 2014, among Rice Energy Inc., as borrower, Wells Fargo Bank, N.A., as administrative agent and the lenders and other parties 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 April 11, 2014).
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10.2
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Purchase Agreement, dated as of April 16, 2014 among the Company, the Guarantors and Barclays Capital Inc., as representative of the several initial purchasers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36273) filed with the Commission on April 21, 2014).
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10.3†*
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Amended and Restated Rice Energy Inc. 2014 Long-Term Incentive Plan
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10.4†
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Form of Performance Stock Unit (PSU) Agreement (incorporated by reference to Exhibit 10.44 to the Company’s Registration Statement on Form S-1 (File No. 333-197266) filed with the Commission on July 7, 2014).
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10.5†*
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Indemnification Agreement, dated as of August 8, 2014, by and among the Company, Alpha Natural Resources, Inc. and Kevin S. Crutchfield.
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31.1*
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1**
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2**
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS***
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XBRL Instance Document.
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101.SCH***
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XBRL Schema Document.
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*
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Filed herewith.
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**
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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 Securities Exchange Act, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act, as amended, 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.
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†
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Management contract or compensatory plan or agreement
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Page
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1.
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Purpose
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1
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2.
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Definitions
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1
|
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3.
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Administration
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5
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|
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(a) Authority of the Committee
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5
|
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(b) Manner of Exercise of Committee Authority
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6
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|
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(c) Limitation of Liability
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6
|
4.
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Stock Subject to Plan
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7
|
|
|
|
(a) Overall Number of Shares Available for Delivery
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7
|
|
|
(b) Application of Limitation to Grants of Awards
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7
|
|
|
(c) Availability of Shares Not Issued under Awards
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7
|
|
|
(d) Stock Offered
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7
|
5.
|
Eligibility; Per Person Award Limitations
|
7
|
|
6.
|
Specific Terms of Awards
|
8
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|
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|
(a) General
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8
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|
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(b) Options
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8
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|
|
(c) Stock Appreciation Rights
|
9
|
|
|
(d) Restricted Stock
|
10
|
|
|
(e) Restricted Stock Units
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11
|
|
|
(f) Bonus Stock and Awards in Lieu of Obligations
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12
|
|
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(g) Dividend Equivalents
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12
|
|
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(h) Other Awards
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12
|
7.
|
Certain Provisions Applicable to Awards
|
13
|
|
|
|
(a) Termination of Employment
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13
|
|
|
(b) Stand-Alone, Additional, Tandem, and Substitute Awards
|
13
|
|
|
(c) Term of Awards
|
13
|
|
|
(d) Form and Timing of Payment under Awards; Deferrals
|
13
|
|
|
(e) Exemptions from Section 16(b) Liability
|
14
|
|
|
(f) Non-Competition Agreement
|
14
|
8.
|
Performance and Annual Incentive Awards
|
14
|
|
|
|
(a) Performance Conditions
|
14
|
|
|
(b) Status of Section 8(c) and Section 8(d) Awards under Section 162(m) of the Code
|
14
|
|
|
(c) Performance Awards Granted to Designated Covered Employees
|
15
|
|
|
(d) Annual Incentive Awards Granted to Designated Covered Employees
|
17
|
|
|
(e) Written Determinations
|
18
|
9.
|
Subdivision or Consolidation; Recapitalization; Change in Control; Reorganization
|
18
|
|
|
|
(a) Existence of Plans and Awards
|
18
|
|
|
(b) Subdivision or Consolidation of Shares
|
19
|
|
|
(c) Corporate Recapitalization
|
20
|
|
|
(d) Additional Issuances
|
20
|
|
|
(e) Change in Control
|
20
|
|
|
(f) Change in Control Price
|
21
|
|
|
(g) Impact of Corporate Events on Awards Generally
|
21
|
10.
|
General Provisions
|
21
|
|
|
|
(a) Transferability
|
21
|
|
|
(b) Taxes
|
23
|
|
|
(c) Changes to this Plan and Awards
|
23
|
|
|
(d) Limitation on Rights Conferred under Plan
|
23
|
|
|
(e) Unfunded Status of Awards
|
24
|
|
|
(f) Nonexclusivity of this Plan
|
24
|
|
|
(g) Fractional Shares
|
24
|
|
|
(h) Severability
|
24
|
|
|
(i) Governing Law
|
24
|
|
|
(j) Conditions to Delivery of Stock
|
24
|
|
|
(k) Section 409A of the Code
|
25
|
|
|
(l) Clawback
|
25
|
|
|
(m) Plan Establishment and Term
|
25
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Rice Energy Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Rice Energy Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|