RICE Rice Acquisition Corp

CANONSBURG, Pa., Nov. 2, 2016 /PRNewswire/ -- Rice Energy Inc. (NYSE: RICE) ("Rice Energy") today reported third quarter 2016 financial and operating results. Highlights to date include:

• Third quarter net production increased 23% over the prior year quarter to an average of 747 MMcfe/d, after taking into account a decrease of approximately 27 MMcfe/d related to a prior period adjustment
• Third quarter 2016 exit rate production of approximately 800 MMcfe/d
• Third quarter net income of $91 million, a 40% increase relative to the prior year quarter
• Adjusted EBITDAX⁽¹⁾ of $133 million, a 13% increase over the prior year quarter
• Achieved record quarterly Rice Midstream Holdings LLC ("RMH") gathering throughput of 812 MDth/d, a 155% increase over the prior year quarter and 23% higher than second quarter 2016
• Completed acquisition of Vantage Energy for $2.7 billion in October
• Completed underwritten public offering of 46 million shares of common stock in October, providing approximately $1.2 billion of net proceeds
• Increased credit facility borrowing base to $1 billion⁽²⁾ from $875 million in October
• Exited the quarter with strong third quarter liquidity position of $1.6 billion⁽³⁾⁽⁴⁾ and low leverage ratio of net debt to LTM Further Adjusted EBITDAX of 1.4x^(3)(5)(6)

Commenting on the results, Daniel J. Rice IV, Chief Executive Officer, said, "Our third quarter results reflect continued execution of our returns-focused strategy, as we further increased efficiencies and reduced development costs, while protecting the balance sheet. We completed our transformative acquisition of Vantage Energy, one that enhances our premier portfolio of high-returning projects and extends RMP's runway for future growth. Our extensive core acreage position is underpinned by a balanced firm transportation portfolio and systematic hedging strategy to support continued growth. We continue to be well-positioned to benefit from an improving price environment, which positions us for continued success in 2017."

Third Quarter 2016 Financial Results

For the three months ended September 30, 2016, average realized natural gas price, before the effect of hedges, was $2.36 per Mcf. After giving effect to hedges, our average natural gas price was $2.87 per Mcf. Our average adjusted realized price, including capacity optimization and the impact of hedges, was $2.91 per Mcf. Approximately 79% of our third quarter production received favorable Gulf Coast, TCO or Midwest pricing. Our average basis differential for the quarter was ($0.45) per MMBtu, while TETCO M2 and Dominion South averaged ($1.35) and ($1.32) per MMBtu, respectively, below NYMEX Henry Hub for the quarter.

Per unit cash production costs (lease operating; gathering, compression and transportation; and production taxes and impact fees) were $0.65 per Mcfe, a 4% decrease from the prior year quarter. We reported net income of $91 million, a 40% increase over the prior year quarter. Adjusted EBITDAX for the quarter was $133.4 million, a 13% increase over the prior year quarter. We reported adjusted net income⁽¹⁾ of $1 million, or $0.00 income per diluted share after excluding unrealized gains on derivative contracts and other non-recurring income and expense items.

We invested $161 million, including $91 million to drill and complete operated Marcellus and Ohio Utica wells and $15 million for non-operated Ohio Utica development. In addition, we invested $32 million in leasehold activity and $23 million in our RMH midstream assets.

Year to Date 2016 Financial Results

For the nine months ended September 30, 2016, average realized natural gas price, before the effect of hedges, was $1.99 per Mcf. After giving effect to hedges, our average natural gas price was $2.83 per Mcf. Our average adjusted realized price, including capacity optimization and the impact of hedges, was $2.85 per Mcf.

Per unit cash production costs were $0.63 per Mcfe, a 6% decrease from the prior year period. We reported a net loss of ($44.3) million or ($0.30) per diluted share. Year to date Adjusted EBITDAX was $373.5 million, a 24% increase over the prior year. We reported adjusted net loss of ($53.6) million, or ($0.36) per diluted share.

We invested $556 million, including $347 million to drill and complete operated Marcellus and Ohio Utica wells and $60 million for non-operated Ohio Utica development. In addition, we invested $77 million in leasehold activity and $72 million in our RMH midstream assets.

Acquisition of Vantage Energy

On October 19, 2016, we completed the previously announced acquisition of Vantage Energy, LLC and Vantage Energy II, LLC for approximately $2.7 billion, including the assumption of debt. In connection with the acquisition, Rice Midstream Partners LP (NYSE: RMP) ("RMP" or the "Partnership") purchased the acquired midstream assets from Rice Energy for $600 million.

The acquisition includes upstream assets consisting of approximately 85,000 net core Marcellus acres⁽¹⁾ in Greene County, Pennsylvania, with rights to the deeper Utica Shale on approximately 52,000 net acres and 37,000 net acres in the Barnett Shale. Second quarter 2016 net production of the acquired assets was 399 MMcfe/d (approximately 65% Appalachia, 35% Barnett). The midstream assets include 30 miles of dry gas gathering and compression assets. As part of the transaction, Rice Energy dedicated the acquired Pennsylvania acreage to RMP to provide gas gathering, compression and water services. Aggregate consideration paid at closing was approximately $2.7 billion, which consisted of approximately $1 billion cash, the assumption and retirement of approximately $700 million of debt and the issuance of units in Rice Energy Operating LLC, a subsidiary of Rice Energy, that are immediately exchangeable into 40 million shares of Rice Energy common stock, valued at $1 billion.

Financial Position and Liquidity

In October 2016, we completed an underwritten public offering of 46 million shares of our common stock priced at $25.50 per share for $1.2 billion net proceeds. Net proceeds were used to fund a portion of the Vantage Energy acquisition and for general corporate purposes.

On October 19, 2016, our upstream revolving credit facility was amended and restated to, among other things, increase our borrowing base to $1 billion, representing a 14% increase from $875 million.

In October 2016, S&P Global Ratings upgraded our corporate credit rating to 'B+' from 'B' by S&P Global Ratings. Our issue-level rating on our existing $1.3 billion senior unsecured notes was increased to 'BB-' from 'B-'. Similarly, Moody's upgraded our Corporate Family Rating (CFR) to 'B1' from 'B2' and the senior unsecured notes rating was confirmed at 'B3'.

As of September 30, 2016, our liquidity position, excluding RMP, after giving pro forma effect to the closing of the Vantage Acquisition, was $1.6 billion⁽¹⁾⁽²⁾, consisting of $1.3 billion of upstream liquidity and $293 million of RMH liquidity. After giving effect to the closing of the Vantage Acquisition but without including any contribution of Vantage Energy to our Further Adjusted EBITDAX, our consolidated net debt to LTM Further Adjusted EBITDAX ratio was 1.4x as of September 30, 2016.

Third Quarter 2016 Operating Results

Third quarter net production increased 23% over the prior year quarter to 68.7 Bcfe, or an average of 747 MMcfe/d, after taking into account a decrease of approximately 27 MMcfe/d related to a prior period adjustment. This adjustment relates to a reduction in our working interest and net revenue interest across various Ohio Utica drilling units, as a result of our electing to not participate in certain acreage cross-conveyances. Third quarter 2016 exit rate production was approximately 800 MMcfe/d.

As of September 30, 2016, our core leasehold position was approximately 235,000 acres⁽¹⁾, consisting of approximately 176,000 net Marcellus acres in Washington and Greene Counties, Pennsylvania and 59,000 net Ohio Utica acres primarily in Belmont County, Ohio. In addition, we hold approximately 101,000 net Utica acres across our Pennsylvania leasehold position.

Marcellus Shale

During the third quarter, we drilled 10 net and completed 10 net Marcellus wells for an average cost of $720 per lateral foot. As planned, we did not turn to sales any wells during the quarter.

As of September 30, 2016, we have turned to sales 18 gross (18 net) Marcellus wells during the year.

Utica Shale

During the third quarter, we turned to sales 11 gross (7 net) operated horizontal Utica wells with an average lateral length of approximately 9,400 feet and participated in 12 gross (5 net) non-operated Utica wells turned to sales. In addition, we drilled 2 net and completed 2 net Utica wells during the third quarter for an average cost of $1,100 per lateral foot.

As of September 30, 2016, we have turned to sales 20 gross (13 net) operated and 14 net non-operated Utica producing wells during the year.

Our second horizontal Ohio Utica rig commenced drilling activity in October, and we expect to spud an additional two net operated Utica wells this year.

Rice Midstream Holdings LLC

For the three months ended September 30, 2016, gathering volumes averaged 812 MDth/d, a 155% increase over the prior year quarter and a 23% increase relative to second quarter 2016, with 61% attributable to third-party volumes. Compression volumes were 483 MDth/d, a 5% increase relative to second quarter 2016, with 66% attributable to third-party volumes. Gathering and compression revenues totaled $19 million. Operation and maintenance expense totaled $1 million, and operating income was $10.9 million.

For the nine months ended September 30, 2016, gathering volumes averaged 642 MDth/d, a 190% increase over the prior year period, with 63% attributable to third-party volumes. Compression volumes were 436 MDth/d, with 64% attributable to third-party volumes. Gathering and compression revenues totaled $41.5 million. Operation and maintenance expense totaled $2.4 million, and operating income was $18.1 million.

As of September 30, 2016, RMH had $266 million of availability on its revolving credit facility and $27 million of cash on hand, resulting in $293 million of total liquidity.

2016 Rice Energy and RMH Capital Budget and Guidance Update

We updated our 2016 capital budget and net production guidance for the Vantage Energy acquisition, which closed on October 19, 2016. Our revised 2016 estimated E&P capital budget, excluding acquisitions, is $735 million, including $600 million for drilling and completion and $135 million for land capital investments. Our Marcellus drilling and completion activity increased by $40 million to $270 million to reflect ongoing activity across the acquired acreage. Our land capital budget increased by $35 million to $135 million as a result of anticipated organic leasing and leasehold costs associated with the acquired Vantage Energy acreage. Furthermore, we increased our 2016 annual net production guidance range to 780 - 800 MMcfe/d, primarily for the closing of the Vantage Energy acquisition.

Our updated 2016 guidance is presented in the table below:

We are unable to provide a projection of full-year 2016 RMH net income, the most comparable financial measure to RMH Adjusted EBITDA, calculated in accordance with GAAP. We are unable to project RMH net income because this metric includes the impact of certain non-cash items such as depreciation expense that we are unable to project with any reasonable degree of accuracy without unreasonable effort. Please see the "Supplemental Non-GAAP Financial Measures" section of this news release.

Our RMH capital budget decreased to $140 million due to scheduled projects shifting from 2016 to 2017 and reduced pipeline buildout costs. Our RMH Adjusted EBITDA is unchanged, and we expect it to be within a range of $40 - $45 million for 2016.

Preliminary Rice Energy 2017 Outlook

In connection with the Vantage Energy acquisition, we provided a preliminary 2017 outlook for our capital budget and net production. We expect our drilling and completion budget to be within a range of $950 - $1,125 million. Furthermore, we expect 2017 net production to be within a range of 1,280 - 1,355 MMcfe/d, an approximate 67% increase over 2016 estimated net production, based on the mid-point of guidance.

Rice Midstream Partners LP

For the three months ended September 30, 2016, gathering volumes averaged 957 MDth/d, a 43% increase over the prior year quarter and a 2% increase relative to second quarter 2016, with 32% attributable to third-party volumes. Compression volumes were 745 MDth/d, a 1,810% increase over the prior year quarter and a 32% increase relative to second quarter 2016, with 42% attributable to third-party volumes. Fresh water delivery volumes were 135 million gallons or an average of 1.5 MMgal/d, a 41% decrease over the prior year quarter and a 60% decrease relative to second quarter 2016. The anticipated sequential quarter decrease was due to timing of well completion activity by Rice Energy in the quarter.

For the nine months ended September 30, 2016, gathering volumes averaged 909 MDth/d, a 45% increase over the prior year period, with 29% attributable to third-party volumes. Compression volumes were 488 MDth/d, an 821% increase over the prior year period, with 47% attributable to third-party volumes. Fresh water delivery volumes were 932 million gallons or an average of 3.4 MMgal/d, a 62% increase over the prior year period, with 14% attributable to third-party volumes.

RMP controls one of the largest and most concentrated core dry gas acreage dedications in the Marcellus Shale, covering approximately 201,000 acres⁽¹⁾ in Washington and Greene Counties.

Financial Position and Liquidity

The Partnership priced a private placement of 20,930,233 common units for gross proceeds of approximately $450 million on September 30, 2016, and subsequently closed the transaction on October 7, 2016. RMP used the net proceeds from the private placement to fund a portion of the acquisition from Rice Energy of midstream assets associated with the Vantage Energy acquisition.

On October 19, 2016, RMP's credit facility was increased to $850 million, representing an 89% increase from $450 million.

As of September 30, 2016, RMP had $685 million⁽²⁾ of availability on its revolving credit facility and $2 million of cash on hand, resulting in $687 million⁽²⁾ of total liquidity.

On October 20, 2016, RMP declared a quarterly distribution of $0.2370 per unit for the third quarter 2016, an increase of $0.0135 per unit, or 6%, relative to second quarter 2016, which places RMP in the second tier of the IDR splits. The distribution will be payable on November 10, 2016 to unitholders of record as of November 1, 2016.

RMP's third quarter results were released today and are available at www.ricemidstream.com.

Commodity Hedge Position

As depicted in the table below, following the Vantage Energy acquisition, for 2017 we have 1,136 BBtu/d hedged at a total weighted average floor price of $3.15 per MMBtu, representing approximately 82% of expected production (based on the midpoint of guidance). Please see the "Derivatives Information" table at the end of this press release for more detailed information about our derivatives positions.

Conference Call

Rice Energy will host a conference call on November 3, 2016 at 10:00 a.m. Eastern time (9:00 a.m. Central time) to discuss third quarter 2016 financial and operating results. To listen to a live audio webcast of the conference call, please visit Rice Energy's website at www.riceenergy.com. A replay of the conference call will be available for two weeks and can also be accessed from our homepage.

Please visit www.riceenergy.com to view a presentation containing supplemental third quarter 2016 information.

About Rice Energy

Rice Energy Inc. is an independent natural gas and oil company engaged in the acquisition, exploration and development of natural gas and oil properties in the Appalachian Basin. For more information, please visit our website at www.riceenergy.com.

Forward Looking Statements

This release includes "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"). Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than historical facts included or incorporate herein that address activities, events or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), projected operational results, production growth, basis exposure, hedging, the timing and number of well completions, forecasted gathering volumes, revenues, adjusted EBITDAX, distribution growth, distributable cash flow, the timing of completion and nature of midstream projects, business strategy and measures to implement strategy, competitive strengths, goals, expansion and growth of our business and operations, plans, market conditions, references to future success, references to intentions as to future matters and other such matters are forward-looking statements. All forward-looking statements speak only as of the date of this release. Although we believe that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.

We caution you that these forward-looking statements are subject to 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 related to joint venture operations, the ultimate timing, outcome and results of integrating the operations of Vantage Energy; the effects of the business combination of Rice Energy and Vantage Energy, including the combined company's future financial condition, results of operations, strategy and plans; potential adverse reactions or changes to business relationships resulting from fully combining the businesses; and the ability of Rice Energy and RMP to recognize the expected benefits and synergies of the transactions. Information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including our Forms 10-K, 10-Q and 8-K. Consequently, all of the forward-looking statements made in this news release are qualified by these cautionary statements and there can be no assurances that the actual results or developments anticipated by us will be realized, or even if realized, that they will have the expected consequences to or effects on us, our business or operations. We have no intention, and disclaim any obligation, to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.

Rice Energy Inc.
Supplemental Non-GAAP Financial Measures
(Unaudited)

Adjusted EBITDAX and Further Adjusted EBITDAX are supplemental non-GAAP financial measures that are used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. We define Adjusted EBITDAX as net income (loss) before non-controlling interest; interest expense; income taxes; depreciation, depletion and amortization; amortization of deferred financing costs; amortization of intangible assets; derivative fair value (gain) loss, excluding net cash receipts on settled derivative instruments; non-cash stock compensation expense; non-cash incentive unit expense; exploration expenses; and other non-recurring items. We define Further Adjusted EBIDAX as Adjusted EBIDAX after non-controlling interest and water revenue adjustment. Neither Adjusted EBITDAX nor Further Adjusted EBITDAX is a measure of net income as determined by United States generally accepted accounting principles, or GAAP.

Management believes Adjusted EBITDAX is a useful measure to the users of our financial statements because it allows them to more effectively evaluate our operating performance and compare the results of our operations from period to period and against our peers without regard to our financing methods or capital structure. We exclude the items listed above from net income (loss) in arriving at Adjusted EBITDAX because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Management believes Further Adjusted EBITDAX is useful because it allows them to assess the level of consolidated leverage of the company and compare this level to peers.  The adjustments made to Adjusted EBITDAX to calculate Further Adjusted EBITDAX address the intercompany eliminations of items impacting Adjusted EBITDAX as a result of the consolidation of RMP, the outstanding indebtedness of which is consolidated with that of the company without regard to non-controlling interest. These adjustments include the addition of non-controlling interest as well as a water revenue adjustment attributable to charges for fresh water delivery services and produced water hauling services provided by RMP to the company, a charge that generates revenue for RMP but does not have a corresponding expense at the company level, as such costs are capitalized.

Adjusted EBITDAX and Further Adjusted EBITDAX should not be considered as alternatives to, or more meaningful than, net income as determined in accordance with GAAP or as indicators of our operating performance or liquidity. Certain items excluded from Adjusted EBITDAX and Further Adjusted EBITDAX are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDAX or Further Adjusted EBITDAX. Our computations of Adjusted EBITDAX and Further Adjusted EBITDAX may not be comparable to other similarly titled measures of other companies. We believe that these measures are widely followed measures of operating performance used by investors.

We have not provided projected RMH net income or a reconciliation of projected RMH Adjusted EBITDA to projected RMH net income, the most comparable financial measure calculated in accordance with GAAP. We are unable to project RMH net income because this metric includes the impact of certain non-cash items such as depreciation expense that we are unable to project with any reasonable degree of accuracy without unreasonable effort. Therefore, we are unable to provide projected RMH net income, or the related reconciliation of projected RMH Adjusted EBITDA to projected net income.

The following table presents a reconciliation of the non-GAAP financial measure of Adjusted EBITDAX to the GAAP financial measure of net income (loss).

Rice Energy Inc.
Supplemental Non-GAAP Financial Measure
(Unaudited)

Adjusted net income (loss) is a supplemental non-GAAP financial measure that is used by management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies. We define adjusted net income (loss) as net income (loss) before derivative fair value (gain) loss, excluding net cash receipts on settled derivative instruments incentive unit expense and other non-recurring items. Adjusted net income (loss) is not a measure of net income as determined by United States generally accepted accounting principles, or GAAP.

We believe that many investors use adjusted net income (loss) in making investment decisions and in evaluating our operational trends and our performance relative to other oil and gas producing companies.

The following table presents a reconciliation of the non-GAAP financial measure of adjusted net income (loss) to the GAAP financial measure of net income (loss).