10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2016 OR



¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission File Number 000-19514

Gulfport Energy Corporation

(Exact Name of Registrant As Specified in Its Charter)



Delaware		73-1521290
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)
14313 North May Avenue, Suite 100 Oklahoma City, Oklahoma		73134
(Address of Principal Executive Offices)		(Zip Code)

(405) 848-8807

(Registrant Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

As of May 1, 2016, 125,340,894 shares of the registrant’s common stock were outstanding.

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GULFPORT ENERGY CORPORATION

TABLE OF CONTENTS



		Page
PART I FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (unaudited):	2

	Consolidated Balance Sheets at March 31, 2016 and December 31, 2015	2

	Consolidated Statements of Operations for the Three Months Ended March 31, 2016 and 2015	3

	Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2016 and 2015	4

	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2016 and 2015	5

	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43

Item 4.	Controls and Procedures	45

PART II OTHER INFORMATION

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3.	Defaults Upon Senior Securities	46

Item 4.	Mine Safety Disclosures	46

Item 5.	Other Information	47

Item 6.	Exhibits	47

Signatures		49

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GULFPORT ENERGY CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)



	March 31, 2016			December 31, 2015
	(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents	$	454,377		$	112,974
Accounts receivable—oil and gas	78,501			71,872
Accounts receivable—related parties	17			16
Prepaid expenses and other current assets	2,755			3,905
Short-term derivative instruments	152,211			142,794
Total current assets	687,861			331,561
Property and equipment:
Oil and natural gas properties, full-cost accounting, $1,782,295 and $1,817,701 excluded from amortization in 2016 and 2015, respectively	5,506,570			5,424,342
Other property and equipment	40,576			33,171
Accumulated depletion, depreciation, amortization and impairment	(3,112,767		)	(2,829,110		)
Property and equipment, net	2,434,379			2,628,403
Other assets:
Equity investments	244,601			242,393
Long-term derivative instruments	42,455			51,088
Deferred tax asset	76,327			74,925
Other assets	17,036			6,364
Total other assets	380,419			374,770
Total assets	$	3,502,659		$	3,334,734
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	235,834		$	265,128
Asset retirement obligation—current	75			75
Short-term derivative instruments	5,715			437
Deferred tax liability	51,908			50,697
Current maturities of long-term debt	—			179
Total current liabilities	293,532			316,516
Long-term derivative instrument	10,127			6,935
Asset retirement obligation—long-term	28,471			26,362
Long-term debt, net of current maturities	949,740			946,084
Total liabilities	1,281,870			1,295,897
Commitments and contingencies (Note 10)
Preferred stock, $.01 par value; 5,000,000 authorized, 30,000 authorized as redeemable 12% cumulative preferred stock, Series A; 0 issued and outstanding	—			—
Stockholders’ equity:
Common stock - $.01 par value, 200,000,000 authorized, 125,327,560 issued and outstanding at March 31, 2016 and 108,322,250 at December 31, 2015	1,252			1,082
Paid-in capital	3,239,294			2,824,303
Accumulated other comprehensive loss	(46,119		)	(55,177		)
Retained deficit	(973,638		)	(731,371		)
Total stockholders’ equity	2,220,789			2,038,837
Total liabilities and stockholders’ equity	$	3,502,659		$	3,334,734

See accompanying notes to consolidated financial statements.

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GULFPORT ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



	Three months ended March 31,
	2016			2015
	(In thousands, except share data)
Revenues:
Gas sales	$	131,094		$	118,570
Oil and condensate sales	17,121			35,500
Natural gas liquid sales	8,746			22,007
Other income	2			240
	156,963			176,317
Costs and expenses:
Lease operating expenses	16,657			16,980
Production taxes	3,111			4,285
Midstream gathering and processing	37,652			25,381
Depreciation, depletion and amortization	65,477			89,909
Impairment of oil and gas properties	218,991			—
General and administrative	10,620			10,799
Accretion expense	247			190
	352,755			147,544
(LOSS) INCOME FROM OPERATIONS	(195,792		)	28,773
OTHER (INCOME) EXPENSE:
Interest expense	16,023			8,759
Interest income	(94		)	(9		)
Loss (income) from equity method investments	30,737			(19,975		)
	46,666			(11,225		)
(LOSS) INCOME BEFORE INCOME TAXES	(242,458		)	39,998
INCOME TAX (BENEFIT) EXPENSE	(191		)	14,479
NET (LOSS) INCOME	$	(242,267	)	$	25,519
NET (LOSS) INCOME PER COMMON SHARE:
Basic	$	(2.17	)	$	0.30
Diluted	$	(2.17	)	$	0.30
Weighted average common shares outstanding—Basic	111,509,585			85,679,606
Weighted average common shares outstanding—Diluted	111,509,585			86,120,030

See accompanying notes to consolidated financial statements.

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GULFPORT ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(Unaudited)



	Three months ended March 31,
	2016			2015
	(In thousands)
Net (loss) income	$	(242,267	)	$	25,519
Foreign currency translation adjustment	9,058			(14,984		)
Other comprehensive income (loss)	9,058			(14,984		)
Comprehensive (loss) income	$	(233,209	)	$	10,535

See accompanying notes to consolidated financial statements.

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GULFPORT ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)



				Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Stockholders’ Equity
	Common Stock
	Shares	Amount
	(In thousands, except share data)
Balance at January 1, 2016	108,322,250	$	1,082	$	2,824,303		$	(55,177	)	$	(731,371	)	$	2,038,837
Net loss	—	—		—			—			(242,267		)	(242,267		)
Other Comprehensive Income	—	—		—			9,058			—			9,058
Stock Compensation	—	—		3,341			—			—			3,341
Issuance of Common Stock in public offerings, net of related expenses	16,905,000	169		411,651			—			—			411,820
Issuance of Restricted Stock	100,310	1		(1		)	—			—			—
Balance at March 31, 2016	125,327,560	$	1,252	$	3,239,294		$	(46,119	)	$	(973,638	)	$	2,220,789

Balance at January 1, 2015	85,655,438	$	856	$	1,828,602		$	(26,675	)	$	493,513		$	2,296,296
Net income	—	—		—			—			25,519			25,519
Other Comprehensive Loss	—	—		—			(14,984		)	—			(14,984		)
Stock Compensation	—	—		3,462			—			—			3,462
Issuance of Restricted Stock	60,381	1		(1		)	—			—			—
Balance at March 31, 2015	85,715,819	$	857	$	1,832,063		$	(41,659	)	$	519,032		$	2,310,293

See accompanying notes to consolidated financial statements.

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GULFPORT ENERGY CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Three months ended March 31,
	2016			2015
	(In thousands)
Cash flows from operating activities:
Net (loss) income	$	(242,267	)	$	25,519
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Accretion of discount—Asset Retirement Obligation	247			190
Depletion, depreciation and amortization	65,477			89,909
Impairment of oil and gas properties	218,991			—
Stock-based compensation expense	2,005			2,077
Loss (gain) from equity investments	30,896			(12,759		)
Loss (gain) on derivative instruments	7,685			(31,324		)
Deferred income tax (benefit) expense	(191		)	14,479
Amortization of loan commitment fees	946			617
Amortization of note discount and premium	(563		)	(528		)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable	(6,629		)	24,178
(Increase) decrease in accounts receivable—related party	(1		)	13
Decrease (increase) in prepaid expenses	1,150			(12,063		)
Increase (decrease) in accounts payable and accrued liabilities	6,080			(290		)
Settlement of asset retirement obligation	(52		)	(981		)
Net cash provided by operating activities	83,774			99,037
Cash flows from investing activities:
Deductions to cash held in escrow	—			8
Additions to other property and equipment	(5,183		)	(632		)
Additions to oil and gas properties	(151,293		)	(226,905		)
Proceeds from sale of oil and gas properties	630			1,314
Contributions to equity method investments	(1,821		)	(6,093		)
Distributions from equity method investments	138			817
Net cash used in investing activities	(157,529		)	(231,491		)
Cash flows from financing activities:
Principal payments on borrowings	(1,685		)	(50,045		)
Borrowings on line of credit	—			115,000
Borrowings on term loan	5,041			—
Debt issuance costs and loan commitment fees	(116		)	(101		)
Proceeds from issuance of common stock, net of offering costs and exercise of stock options	411,918			—
Net cash provided by financing activities	415,158			64,854
Net increase (decrease) in cash and cash equivalents	341,403			(67,600		)
Cash and cash equivalents at beginning of period	112,974			142,340
Cash and cash equivalents at end of period	$	454,377		$	74,740
Supplemental disclosure of cash flow information:
Interest payments	$	80		$	240
Income tax payments	$	—		$	29,750
Supplemental disclosure of non-cash transactions:
Capitalized stock based compensation	$	1,336		$	1,385
Asset retirement obligation capitalized	$	1,914		$	1,584
Interest capitalized	$	1,862		$	3,694
Foreign currency translation gain (loss) on equity method investments	$	9,058		$	(14,984	)

See accompanying notes to consolidated financial statements.

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GULFPORT ENERGY CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

These consolidated financial statements have been prepared by Gulfport Energy Corporation (the “Company” or “Gulfport”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"), and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the interim periods, on a basis consistent with the annual audited consolidated financial statements. All such adjustments are of a normal recurring nature. Certain information, accounting policies, and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the summary of significant accounting policies and notes thereto included in the Company's most recent annual report on Form 10-K. Results for the three month period ended March 31, 2016 are not necessarily indicative of the results expected for the full year.


1.	ACQUISITIONS

In April 2015, the Company entered into an agreement to acquire Paloma Partners III, LLC ("Paloma") for a total purchase price of approximately $301.9 million, subject to certain adjustments. Paloma holds approximately 24,000 net nonproducing acres in the Utica Shale of Ohio. In accordance with the agreement, the Company deposited $75.0 million into an escrow account. At the closing of the transaction the deposit was credited toward the purchase price. This transaction closed on August 31, 2015 for a purchase price of approximately $302.3 million, net of purchase price adjustments. At closing, approximately $30.1 million of the purchase price was placed in escrow as security to the Company for potential indemnification claims that may occur as a result of the sale.

On June 9, 2015, the Company completed the acquisition of 6,198 gross and net acres located in Belmont and Jefferson Counties, Ohio from American Energy-Utica, LLC ("AEU") for a purchase price of approximately $68.2 million, subject to adjustment. On June 12, 2015, the Company completed the acquisition of 38,965 gross (27,228 net) acres located in Monroe County, Ohio, 14.6 MMcf per day of average net production (estimated for April 2015), 18 gross (11.3 net) drilled but uncompleted wells, an 11 mile gas gathering system and a four well pad location from AEU for a total purchase price of approximately $319.0 million (the "Monroe Acquisition"). On June 29, 2015, the Company acquired an additional 4,950 gross (1,900 net) acres in Monroe County for an additional $18.2 million from AEU. The total purchase price of these transactions, collectively referred to as the ("AEU Acquisition"), was approximately $405.4 million ($405.0 million net of purchase price adjustments). At closing, approximately $67.1 million of the purchase price was placed in escrow pending completion of title review after the closing. In December 2015, approximately $2.4 million of the escrow was released and returned to the Company as a result of preliminary title review.

The AEU Acquisition qualified as a business combination for accounting purposes and, as such, the Company estimated the fair value of the acquired properties as of the June 12, 2015 acquisition date. The fair value of the assets and liabilities acquired was estimated using assumptions that represent Level 3 inputs. See Note 12 for additional discussion of the measurement inputs.

The Company estimated that the consideration paid in the AEU Acquisition for these properties approximated the fair value that would be paid by a typical market participant. As a result, no goodwill or bargain purchase gain was recognized in conjunction with the purchase.

The following table summarizes the consideration paid in the AEU Acquisition to acquire the properties and the fair value amount of the assets acquired as of June 12, 2015. Both the consideration paid and the fair value assigned to the assets is preliminary and subject to adjustment upon final closing.

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	(In thousands)
Consideration paid
Cash, net of purchase price adjustments	$	405,029
Fair value of identifiable assets acquired
Oil and natural gas properties
Proved	$	70,804
Unevaluated	334,225
Fair value of net identifiable assets acquired	$	405,029


2.	PROPERTY AND EQUIPMENT

The major categories of property and equipment and related accumulated depletion, depreciation, amortization and impairment as of March 31, 2016 and December 31, 2015 are as follows:



	March 31, 2016			December 31, 2015
	(In thousands)
Oil and natural gas properties	$	5,506,570		$	5,424,342
Office furniture and fixtures	12,866			12,589
Building	24,043			16,915
Land	3,667			3,667
Total property and equipment	5,547,146			5,457,513
Accumulated depletion, depreciation, amortization and impairment	(3,112,767		)	(2,829,110		)
Property and equipment, net	$	2,434,379		$	2,628,403

At March 31, 2016, the net book value of the Company's oil and natural gas properties was above the calculated ceiling as a result of the reduced commodity prices for the period leading up to March 31, 2016. As a result, the Company recorded an impairment of its oil and natural gas properties under the full cost method of accounting of $219.0 million for the three months ended March 31, 2016. No impairment of oil and natural gas properties was required under the ceiling test for the three months ended March 31, 2015.

Included in oil and natural gas properties at March 31, 2016 is the cumulative capitalization of $107.7 million in general and administrative costs incurred and capitalized to the full cost pool. General and administrative costs capitalized to the full cost pool represent management’s estimate of costs incurred directly related to exploration and development activities such as geological and other administrative costs associated with overseeing the exploration and development activities. All general and administrative costs not directly associated with exploration and development activities were charged to expense as they were incurred. Capitalized general and administrative costs were approximately $7.1 million and $7.2 million for the three months ended March 31, 2016 and 2015, respectively.

The following table summarizes the Company’s non-producing properties excluded from amortization by area at March 31, 2016:



	March 31, 2016
	(In thousands)
Utica	$	1,776,830
Niobrara	4,923
Southern Louisiana	401
Bakken	96
Other	45
	$	1,782,295

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At December 31, 2015, approximately $1.8 billion of non-producing leasehold costs was not subject to amortization.

The Company evaluates the costs excluded from its amortization calculation at least annually. Subject to industry conditions and the level of the Company’s activities, the inclusion of most of the above referenced costs into the Company’s amortization calculation typically occurs within three to five years. However, the majority of the Company's non-producing leases have five-year extension terms which could extend this time frame beyond five years.

A reconciliation of the Company's asset retirement obligation for the three months ended March 31, 2016 and 2015 is as follows:



	March 31, 2016			March 31, 2015
	(In thousands)
Asset retirement obligation, beginning of period	$	26,437		$	17,938
Liabilities incurred	1,914			1,584
Liabilities settled	(52		)	(981		)
Accretion expense	247			190
Asset retirement obligation as of end of period	28,546			18,731
Less current portion	75			75
Asset retirement obligation, long-term	$	28,471		$	18,656


3.	EQUITY INVESTMENTS

Investments accounted for by the equity method consist of the following as of March 31, 2016 and December 31, 2015:



			Carrying value				Loss (income) from equity method investments
	Approximate ownership %		March 31, 2016		December 31, 2015		Three months ended March 31,
	Approximate ownership %		March 31, 2016		December 31, 2015		2016			2015
			(In thousands)
Investment in Tatex Thailand II, LLC	23.5	%	$	—	$	—	$	(159	)	$	—
Investment in Tatex Thailand III, LLC	17.9	%	—		—		—			—
Investment in Grizzly Oil Sands ULC	24.9999	%	39,054		50,645		23,685			4,142
Investment in Timber Wolf Terminals LLC	50.0	%	996		999		3			6
Investment in Windsor Midstream LLC	22.5	%	27,985		27,955		(167		)	(18,787		)
Investment in Stingray Cementing LLC	50.0	%	2,461		2,487		30			67
Investment in Blackhawk Midstream LLC	48.5	%	—		—		—			(7,217		)
Investment in Stingray Energy Services LLC	50.0	%	5,254		5,908		502			10
Investment in Sturgeon Acquisitions LLC	25.0	%	22,393		22,769		377			(568		)
Investment in Mammoth Energy Partners LP	30.5	%	123,958		131,630		6,466			2,372
Investment in Strike Force Midstream LLC	25.0	%	22,500		—		—			—
			$	244,601	$	242,393	$	30,737		$	(19,975	)

The tables below summarize financial information for the Company's equity investments as of March 31, 2016 and December 31, 2015.

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Summarized balance sheet information:



	March 31, 2016		December 31, 2015
	March 31, 2016		December 31, 2015
	(In thousands)
Current assets	$	104,967	$	105,537
Noncurrent assets	$	1,299,086	$	1,293,925
Current liabilities	$	67,044	$	56,559
Noncurrent liabilities	$	151,246	$	155,995

Summarized results of operations:



	Three months ended March 31,
	2016			2015
	(In thousands)
Gross revenue	$	43,307		$	133,556
Net (loss) income	$	(25,308	)	$	90,668

Tatex Thailand II, LLC

The Company has an indirect ownership interest in Tatex Thailand II, LLC (“Tatex II”). Tatex II holds 85,122 of the 1,000,000 outstanding shares of APICO, LLC (“APICO”), an international oil and gas exploration company. APICO has a reserve base located in Southeast Asia through its ownership of concessions covering approximately 243,000 acres which includes the Phu Horm Field. During the three months ended March 31, 2016, the Company received $0.2 million in distributions from Tatex II.

Tatex Thailand III, LLC

The Company has an ownership interest in Tatex Thailand III, LLC ("Tatex III"). Tatex III previously owned a concession covering approximately 245,000 acres in Southeast Asia. As of December 31, 2014, the Company reviewed its investment in Tatex III and made the decision to allow the concession to expire in January 2015. As such, the Company fully impaired the asset as of December 31, 2014.

Grizzly Oil Sands ULC

The Company, through its wholly owned subsidiary Grizzly Holdings Inc. ("Grizzly Holdings"), owns an interest in Grizzly Oil Sands ULC ("Grizzly"), a Canadian unlimited liability company. The remaining interest in Grizzly is owned by Grizzly Oil Sands Inc. ("Oil Sands"). As of March 31, 2016, Grizzly had approximately 830,000 acres under lease in the Athabasca and Peace River oil sands regions of Alberta, Canada. Initiation of steam injection at its first project, Algar Lake Phase 1, commenced in January 2014 and first bitumen production was achieved during the second quarter of 2014. In April 2015, Grizzly determined to cease bitumen production at its Algar Lake facility due to the level of commodity prices. Grizzly continues to monitor market conditions as it assesses future plans for the facility. The Company reviewed its investment in Grizzly at March 31, 2016 for impairment based on FASB ASC 323 due to certain qualitative factors and engaged an independent third party to assist management in determining fair value calculations of its investment. As a result of the calculated fair values and other qualitative factors, the Company concluded that an other than temporary impairment was required under FASB ASC 323, resulting in an impairment loss of $23.1 million for the three months ended March 31, 2016, which is included in loss (income) from equity method investments in the consolidated statements of operations. If commodity prices continue to decline, further impairment of the investment in Grizzly may result in the future. During the three months ended March 31, 2016, Gulfport paid $1.8 million in cash calls. Grizzly’s functional currency is the Canadian dollar. The Company's investment in Grizzly was increased by $10.3 million as a result of a foreign currency translation gain and decreased by $15.0 million as a result of a foreign currency translation loss for the three months ended March 31, 2016 and 2015, respectively.

Effective October 5, 2012, Grizzly entered into a $125.0 million revolving credit facility, under which $57.2 million was outstanding at March 31, 2016. Grizzly has agreed to pay the outstanding balance by the maturity date of June 2016, of which Gulfport's share is approximately $14.3 million.

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Timber Wolf Terminals LLC

During 2012, the Company invested in Timber Wolf Terminals LLC (“Timber Wolf”). Timber Wolf was formed to operate a crude/condensate terminal and a sand transloading facility in Ohio.

Windsor Midstream LLC

During 2012, the Company purchased an ownership interest in Windsor Midstream LLC (“Midstream”). Midstream owned a 28.4% interest in Coronado Midstream LLC ("Coronado"), a gas processing plant in West Texas. In March 2015, Coronado was sold to Enlink Midstream Partners, LP ("EnLink") for proceeds of approximately $600.0 million, consisting of cash and units representing a limited partnership interest in Enlink. Midstream recorded an $81.6 million gain on the sale of its investment in Coronado. The Company received $0.1 million in distributions from Midstream during the three months ended March 31, 2016.

Stingray Cementing LLC

During 2012, the Company invested in Stingray Cementing LLC ("Stingray Cementing"). Stingray Cementing provides well cementing services. The loss (income) from equity method investments presented in the table above reflects any intercompany profit eliminations.

Blackhawk Midstream LLC

During 2012, the Company invested in Blackhawk Midstream LLC ("Blackhawk"). Blackhawk was formed to coordinate gathering, compression, processing and marketing activities for the Company in connection with the development of its Utica Shale acreage. On January 28, 2014, Blackhawk completed the sale of its equity interests in Ohio Gathering Company, LLC and Ohio Condensate Company, LLC for a purchase price of $190.0 million, of which $14.3 million was placed in escrow. During the first quarter of 2015, the Company received net proceeds of approximately $7.2 million from the release of escrow from the Blackhawk sale, which is included in loss (income) from equity method investments in the consolidated statements of operations.

Stingray Energy Services LLC

During 2013, the Company invested in Stingray Energy Services LLC ("Stingray Energy"). Stingray Energy provides rental tools for land-based oil and natural gas drilling, completion and workover activities as well as the transfer of fresh water to wellsites. The loss (income) from equity method investments presented in the table above reflects any intercompany profit eliminations.

Sturgeon Acquisitions LLC

During 2014, the Company invested $20.7 million and received an ownership interest of 25% in Sturgeon Acquisitions LLC ("Sturgeon"). Sturgeon owns and operates sand mines that produce hydraulic fracturing grade sand.

Mammoth Energy Partners LP

In the fourth quarter of 2014, the Company contributed its investments in four entities to Mammoth Energy Partners LP ("Mammoth") for a 30.5% interest in this entity. Mammoth originally intended to pursue its initial public offering in 2014 or 2015; however, Mammoth continues to evaluate market conditions and expects to undertake this offering when commodity prices have recovered. The Company reviewed its investment in Mammoth at March 31, 2016 and determined no impairment was needed. If commodity prices continue to decline, an impairment of the investment in Mammoth may result in the future. The Company's investment in Mammoth was decreased by $1.2 million as a result of a foreign currency loss from Mammoth's foreign subsidiary for the three months ended March 31, 2016. The loss (income) from equity method investments presented in the table above reflects any intercompany profit eliminations.

Strike Force Midstream LLC

In February 2016, the Company, through its wholly owned subsidiary Gulfport Midstream Holdings, LLC ("Midstream Holdings"), entered into an agreement with Rice Midstream Holdings LLC ("Rice"), a subsidiary of Rice Energy Inc., to develop natural gas gathering assets in eastern Belmont County and Monroe County, Ohio (the "dedicated areas"). The

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Company contributed certain gathering assets for a 25% interest in the newly formed entity called Strike Force Midstream LLC ("Strike Force"). Rice acts as operator and owns the remaining 75% interest in Strike Force. Construction of the gathering assets, which is underway, is expected to provide gathering services for Gulfport operated wells and connectivity of existing dry gas gathering systems. Strike Force has completed the first phase of the projects: a lateral that connects two existing dry gas gathering systems on which the Company currently flows the majority of its dry gas volumes. First flow from the lateral commenced on February 1, 2016.

The Company accounted for its contribution to Strike Force at fair value under applicable codification guidance. The Company estimated the fair market value of its investment in Strike Force as of the contribution date using the discounted cash flow method under the income approach, based on an independently prepared valuation of the contributed assets. The fair market value was reduced by a discount factor for the lack of marketability due to the Company's minority interest, resulting in a fair value of $22.5 million for the Company's 25% interest. The fair value of the assets contributed was estimated using assumptions that represent Level 3 inputs. See "Note 12 - Fair Value Measurements" for additional discussion of the measurement inputs. The Company has elected to report its proportionate share of Strike Force's earnings on a one-quarter lag as permitted under FASB ASC 323.


4.	VARIABLE INTEREST ENTITIES

As of March 31, 2016, the Company held variable interests in the following variable interest entities ("VIEs"), but was not the primary beneficiary: Mammoth, Stingray Energy, Stingray Cementing, Sturgeon, Midstream and Timber Wolf. These entities have governing provisions that are the functional equivalent of a limited partnership and are considered VIEs because the limited partners or non-managing members lack substantive kick-out or participating rights which causes the equity owners, as a group, to lack a controlling financial interest. The Company is a limited partner or non-managing member in each of these VIEs and is not the primary beneficiary because it does not have a controlling financial interest. The general partner or managing member has power to direct the activities that most significantly impact the VIEs’ economic performance. The Company also held a variable interest in Strike Force due to the fact that it does not have sufficient equity capital at risk. The Company is not the primary beneficiary of this entity.

The Company accounts for its investment in these VIEs following the equity method of accounting. The carrying amounts of the Company’s equity investments are classified as other non-current assets on the accompanying consolidated balance sheets. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is based on the Company’s capital contributions and the economic performance of the VIEs, and is equal to the carrying value of the Company’s investments which is the maximum loss the Company could be required to record in the consolidated statements of operations. See Note 3 for further discussion of these entities, including the carrying amounts of each investment.


5.	OTHER ASSETS

Other assets consist of the following as of March 31, 2016 and December 31, 2015:




	March 31, 2016		December 31, 2015
	(In thousands)
Plugging and abandonment escrow account on the WCBB properties (Note 10)	$	3,089	$	3,089
Certificates of Deposit securing letter of credit	276		276
Prepaid drilling costs	10,842		58
Loan commitment fees	2,736		2,870
Deposits	34		34
Other	59		37
	$	17,036	$	6,364

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6.	LONG-TERM DEBT

Long-term debt consisted of the following items as of March 31, 2016 and December 31, 2015:




	March 31, 2016			December 31, 2015
	(In thousands)
Revolving credit agreement (1)	$	—		$	—
Building loan (2)	—			1,653
7.75% senior unsecured notes due 2020 (3)	600,000			600,000
6.625% senior unsecured notes due 2023 (4)	350,000			350,000
Net unamortized original issue (discount) premium, net (5)	11,930			12,493
Net unamortized debt issuance costs (6)	(17,231		)	(17,883		)
Construction loan (7)	5,041			—
Less: current maturities of long term debt	—			(179		)
Debt reflected as long term	$	949,740		$	946,084

The Company capitalized approximately $1.6 million and $3.7 million in interest expense to undeveloped oil and natural gas properties during the three months ended March 31, 2016 and 2015, respectively. During the three months ended March 31, 2016, the Company also capitalized approximately $0.3 million in interest expense related to building construction.

(1) The Company has entered into a senior secured revolving credit facility, as amended, with The Bank of Nova Scotia, as the lead arranger and administrative agent and certain lenders from time to time party thereto. The credit agreement provides for a maximum facility amount of $1.5 billion and matures on June 6, 2018. On February 19, 2016, the Company further amended its revolving credit facility to, among other things, (a) increase the basket for unsecured debt issuances to $1.35 billion from $1.2 billion (of which $950 million was then outstanding), (b) reaffirm the Company’s borrowing base of $700.0 million, and (c) increase the percentage of projected oil and gas production that may be hedged by the Company during 2016. As of March 31, 2016, no balance was outstanding under this revolving credit facility and total funds available for borrowing, after giving effect to an aggregate of $227.8 million of letters of credit, were $472.2 million. This facility is secured by substantially all of the Company's assets. The wholly-owned subsidiaries of the Company guarantee the obligations under the revolving credit facility.

Advances under this revolving credit facility may be in the form of either base rate loans or eurodollar loans. The interest rate for base rate loans is equal to (1) the applicable rate, which ranges from 0.50% to 1.50%, plus (2) the highest of: (a) the federal funds rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by agent as its “prime rate,” and (c) the eurodollar rate for an interest period of one month plus 1.00%. The interest rate for eurodollar loans is equal to (1) the applicable rate, which ranges from 1.50% to 2.50%, plus (2) the London interbank offered rate that appears on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate for deposits in U.S. dollars, or, if such rate is not available, the rate as administered by ICE Benchmark Administration (or any other person that takes over administration of such rate) per annum equal to the offered rate on such other page or other service that displays an average London interbank offered rate as administered by ICE Benchmark Administration (or any other person that takes over the administration of such rate) for deposits in U.S. dollars, or, if such rate is not available, the average quotations for three major New York money center banks of whom the agent shall inquire as the “London Interbank Offered Rate” for deposits in U.S. dollars.

The Company's revolving credit facility contains customary negative covenants including, but not limited to, restrictions on the Company's and its subsidiaries' ability to: incur indebtedness; grant liens; pay dividends and make other restricted payments; make investments; make fundamental changes; enter into swap contracts and forward sales contracts; dispose of assets; change the nature of their business; and enter into transactions with their affiliates. The negative covenants are subject to certain exceptions as specified in this revolving credit facility. The Company's revolving credit facility also contains certain affirmative covenants, including, but not limited to the following financial covenants: (1) the ratio of net funded debt to EBITDAX (net income, excluding (i) any non-cash revenue or expense associated with swap contracts resulting from ASC 815 and (ii) any cash or non-cash revenue or expense attributable to minority investment plus without duplication and, in the case of expenses, to the extent deducted from revenues in determining net income, the sum of (a) the aggregate amount of consolidated

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interest expense for such period, (b) the aggregate amount of income, franchise, capital or similar tax expense (other than ad valorem taxes) for such period, (c) all amounts attributable to depletion, depreciation, amortization and asset or goodwill impairment or writedown for such period, (d) all other non-cash charges, (e) exploration costs deducted in determining net income under successful efforts accounting, (f) actual cash distributions received from minority investments, (g) to the extent actually reimbursed by insurance, expenses with respect to liability on casualty events or business interruption, and (h) all reasonable transaction expenses related to dispositions and acquisitions of assets, investments and debt and equity offerings (provided that expenses related to any unsuccessful dispositions will be limited to $3.0 million in the aggregate) for a twelve-month period may not be greater than 4.00 to 1.00; and (2) the ratio of EBITDAX to interest expense for a twelve-month period may not be less than 3.00 to 1.00. The Company was in compliance with these financial covenants at March 31, 2016.

(2) In March 2011, the Company refinanced the $2.4 million then outstanding under its previous building loan for the office building it occupies in Oklahoma City, Oklahoma. This loan agreement, as subsequently amended, bore interest at the rate of 4.00% per annum, required monthly interest and principal payments of approximately $20,000, was collateralized by the Oklahoma City office building and associated land and had a maturity date of December 2018. The Company paid the balance of the loan in full in February 2016.

(3) On October 17, 2012, the Company issued $250.0 million in aggregate principal amount of senior unsecured notes due 2020 (the "October Notes") under an indenture among the Company, its subsidiary guarantors and Wells Fargo Bank, National Association, as the trustee (the "senior note indenture"). On December 21, 2012, the Company issued an additional $50.0 million in aggregate principal amount of senior unsecured notes due 2020 (the "December Notes") as additional securities under the senior note indenture. The Company used a portion of the net proceeds from the October Notes to repay all amounts outstanding at such time under its revolving credit facility. The Company used the remaining net proceeds of the October Notes and the net proceeds of the December Notes for general corporate purposes, which included funding a portion of its 2013 capital development plan. The October Notes and the December Notes were exchanged for substantially identical notes in the same aggregate principal amount that were registered under the Securities Act in October 2013 (the "Exchange Notes").

On August 18, 2014, the Company issued an additional $300.0 million in aggregate principal amount of senior unsecured notes due 2020 (the "August Notes"). The August Notes were issued as additional securities under the senior note indenture. The Company used a portion of the net proceeds from the August Notes to repay all amounts outstanding at such time under its revolving credit facility. The Company used the remaining net proceeds of the August Notes Offering for general corporate purposes, including funding a portion of its 2014 and 2015 capital development plans. The October Notes, December Notes and the August Notes are collectively referred to as the "2020 Notes".

In connection with the issuance of the 2020 Notes, the Company and the subsidiary guarantors entered into a registration rights agreement with the initial purchasers, pursuant to which the Company and the subsidiary guarantors agreed to file a registration statement with respect to an offering to exchange the 2020 Notes for a new issue of substantially identical debt securities registered under the Securities Act. The exchange offer for the October Notes and the December Notes was completed in October 2013 and the exchange offer for the August Note was completed in March 2015.

Under the senior note indenture relating to the 2020 Notes, interest on the 2020 Notes accrues at a rate of 7.75% per annum on the outstanding principal amount from October 17, 2012, payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2013. The 2020 Notes are the Company's senior unsecured obligations and rank equally in the right of payment with all of the Company's other senior indebtedness and senior in right of payment to any future subordinated indebtedness. All of the Company's existing and future restricted subsidiaries that guarantee the Company's secured revolving credit facility or certain other debt guarantee the 2020 Notes; provided, however, that the 2020 Notes are not guaranteed by Grizzly Holdings, Inc. and will not be guaranteed by any of the Company's future unrestricted subsidiaries. The Company may redeem some or all of the 2020 Notes at any time on or after November 1, 2016, at the redemption prices listed in the senior note indenture. Prior to November 1, 2016, the Company may redeem the 2020 Notes at a price equal to 100% of the principal amount plus a “make-whole” premium. In addition, prior to November 1, 2015, the Company may redeem up to 35% of the aggregate principal amount of the 2020 Notes with the net proceeds of certain equity offerings, provided that at least 65% of the aggregate principal amount of the 2020 Notes initially issued remains outstanding immediately after such redemption.

(4) On April 21, 2015, the Company issued $350.0 million in aggregate principal amount of 6.625% Senior Notes due 2023 (the "2023 Notes" and, together with the "2020 Notes," the "Notes") to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in accordance with Regulation S under the Securities Act (the "2023

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Notes Offering"). The Company received net proceeds of approximately $343.6 million after initial purchaser discounts and commissions and estimated offering expenses.

The 2023 notes were issued under an indenture, dated as of April 21, 2015, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee. Pursuant to the indenture relating to the 2023 Notes, interest on the 2023 Notes will accrue at a rate of 6.625% per annum on the outstanding principal amount thereof from April 21, 2015, payable semi-annually on May 1 and November 1 of each year, commencing on November 1, 2015. The 2023 Notes are not guaranteed by Grizzly Holdings, Inc. and will not be guaranteed by any of the Company's future unrestricted subsidiaries.

In connection with the 2023 Notes Offering, the Company and its subsidiary guarantors entered into a registration rights agreement, dated as of April 21, 2015, pursuant to which the Company agreed to file a registration statement with respect to an offer to exchange the 2023 Notes for a new issue of substantially identical debt securities registered under the Securities Act. The exchange offer for the 2023 Notes was completed on October 13, 2015.

(5) The October Notes were issued at a price of 98.534% resulting in a gross discount of $3.7 million and an effective rate of 8.000%. The December Notes were issued at a price of 101.000% resulting in a gross premium of $0.5 million and an effective rate of 7.531%. The August Notes were issued at a price of 106.000% resulting in a gross premium of $18.0 million and an effective rate of 6.561%. The April Notes were issued at par. The premium and discount are being amortized using the effective interest method.

(6) In accordance with Accounting Standards Update ("ASU") 2015-03, loan issuance costs related to the Notes have been presented as a reduction to the Notes. At March 31, 2016, total unamortized debt issuance costs were $4.8 million for the October Notes, $1.1 million for the December Notes, $4.7 million for the August Notes and $6.6 million for the April Notes.

(7) On June 4, 2015, the Company entered into a construction loan agreement (the "Construction Loan") with InterBank for the construction of a new corporate headquarters in Oklahoma City. The Construction Loan allows for a maximum principal amount of $24.5 million and requires the Company to fund 30% of the estimated cost of the construction before any funds can be drawn, which occurred in January 2016. Interest accrues daily on the outstanding principal balance at a fixed rate of 4.50% per annum and is payable on the last day of the month through May 31, 2017. Monthly interest and principal payments are due beginning June 30, 2017, with the final payment due June 4, 2025. At March 31, 2016, the total borrowings under the Construction Loan were approximately $5.0 million.


7.	COMMON STOCK AND CHANGES IN CAPITALIZATION

Sale of Common Stock

On March 9, 2016, the Company issued 16,905,000 shares of its common stock in an underwritten public offering (which included 2,205,000 shares sold pursuant to an option to purchase additional shares of the Company's common stock granted by the Company to, and exercised in full by, the underwriters). The net proceeds from this equity offering were approximately $411.9 million, after underwriting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from this offering primarily to fund a portion of its 2017 capital development plan and for general corporate purposes.


8.	STOCK-BASED COMPENSATION

During three months ended March 31, 2016 and 2015, the Company’s stock-based compensation cost was $3.3 million and $3.5 million, respectively, of which the Company capitalized $1.3 million and $1.4 million, respectively, relating to its exploration and development efforts.

The following table summarizes restricted stock activity for the three months ended March 31, 2016:

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	Number of Unvested Restricted Shares		Weighted Average Grant Date Fair Value
Unvested shares as of January 1, 2016	484,239		$	43.51
Granted	236,084		27.30
Vested	(100,310	)	45.00
Forfeited	(4,212	)	36.69
Unvested shares as of March 31, 2016	615,801		$	37.10

Unrecognized compensation expense as of March 31, 2016 related to restricted shares was $18.7 million. The expense is expected to be recognized over a weighted average period of 1.72 years.

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9.	EARNINGS PER SHARE

Reconciliations of the components of basic and diluted net income per common share are presented in the tables below:



	Three months ended March 31,
	2016							2015
	Income			Shares	Per Share			Income		Shares	Per Share
	(In thousands, except share data)
Basic:
Net (loss) income	$	(242,267	)	111,509,585	$	(2.17	)	$	25,519	85,679,606	$	0.30
Effect of dilutive securities:
Stock options and awards	—			—				—		440,424
Diluted:
Net (loss) income	$	(242,267	)	111,509,585	$	(2.17	)	$	25,519	86,120,030	$	0.30

There were 650,606 shares of common stock that were considered anti-dilutive for the three months ended March 31, 2016. There were no potential shares of common stock that were considered anti-dilutive for the three months ended March 31, 2015.

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10.	COMMITMENTS AND CONTINGENCIES

Plugging and Abandonment Funds

In connection with the Company's acquisition in 1997 of the remaining 50% interest in its WCBB properties, the Company assumed the seller’s (Chevron) obligation to contribute approximately $18,000 per month through March 2004 to a plugging and abandonment trust and the obligation to plug a minimum of 20 wells per year for 20 years commencing March 11, 1997. Chevron retained a security interest in production from these properties until the Company's abandonment obligations to Chevron have been fulfilled. Beginning in 2009, the Company could access the trust for use in plugging and abandonment charges associated with the property, although it has not yet done so. As of March 31, 2016, the plugging and abandonment trust totaled approximately $3.1 million. At March 31, 2016, the Company had plugged 463 wells at WCBB since it began its plugging program in 1997, which management believes fulfills its current minimum plugging obligation.

Employment Agreements

Effective November 1, 2012, the Company entered into an employment agreement with Messrs. James Palm, Mike Liddell and Michael G. Moore, each with an initial three-year term expiring on November 1, 2015 subject to automatic one-year extensions unless terminated by either party to the agreement at least 90 days prior to the end of the then current term. These agreements provided for minimum salary and bonus levels which were subject to review and potential increase by the Compensation Committee and/or the Board of Directors, as well as participation in the Company's incentive plans and other employee benefits.

Effective February 15, 2014, Gulfport's former Chief Executive Officer, James D. Palm, retired and his employment agreement with the Company terminated. The Company entered into a separation agreement with Mr. Palm, under which agreement certain benefits are provided to, and obligations imposed on, Mr. Palm. As of March 31, 2016, the minimum commitment under Mr. Palm's separation agreement was approximately $0.2 million.

Mr. Liddell resigned as the Company's Chairman effective June 2013 at which date his employment agreement with Gulfport terminated. At that same time, the Company entered into a consulting agreement with Mr. Liddell. Mr. Liddell terminated his consulting agreement with the Company effective January 1, 2015.

On April 22, 2014, the Board of Directors appointed Mr. Moore as Chief Executive Officer of the Company. The Company and Mr. Moore entered into an amended and restated employment agreement with a three-year term commencing effective April 22, 2014. The agreement provides, among other things, for a minimum salary level, subject to review and potential increase by the Compensation Committee and/or the Board of Directors, as well as participation in the Company's incentive plans and other employee benefits. Effective as of April 29, 2015, the Company amended and restated its existing employment agreement with Mr. Moore. The employment agreement, as amended and restated as of April 29, 2015, reflects the decision of the compensation committee of the Company’s board of directors to increase Mr. Moore’s annual base salary to $460,000 for 2015 and the determination by the compensation committee to continue to increase Mr. Moore’s annual base salary during 2016 and 2017 so as to achieve alignment between the 25th and 50th percentile of the Company’s peer group disclosed in the Company’s annual proxy statement. The amended and restated employment agreement also eliminated Mr. Moore’s right to receive a fixed annual grant of 40,000 shares of restricted stock. Instead, consistent with the recommendation of the Company’s compensation consultant and approved by the compensation committee, the amended and restated employment agreement provided that Mr. Moore is entitled to receive an award of restricted stock equal to 500% of his annual base salary on the same vesting schedule as previously provided in his employment agreement with respect to his equity awards.

On March 13, 2015, the Company entered into an employment agreement with Ross Kirtley, the Company's Chief Operating Officer. The agreement has a two-year term commencing effective April 22, 2014. This agreement provides, among other things, for a minimum salary level, subject to review and potential increase by the Compensation Committee and/or the Board of Directors, as well as participation in the Company's incentive plans and other employee benefits.

On March 13, 2015, the Company entered into an employment agreement with Aaron Gaydosik, the Company's Chief Financial Officer. The agreement has a three-year term commencing effective August 11, 2014. This agreement provides, among other things, for a minimum salary level, subject to review and potential increase by the Compensation Committee and/or the Board of Directors, as well as participation in the Company's incentive plans and other employee benefits.

The aggregate minimum commitment for future salary at March 31, 2016 under the above listed employment agreements was approximately $1.0 million.

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Operating Leases

The Company leases office facilities under non-cancellable operating leases exceeding one year. Future minimum lease commitments under these leases at March 31, 2016 were as follows:



	(In thousands)
Remaining 2016	$	593
2017	583
2018	54
Total	$	1,230

Other Commitments

Effective October 1, 2014 and subsequently amended on November 3, 2015, the Company entered into a Sand Supply Agreement with Muskie Proppant LLC ("Muskie") that expires on September 30, 2018. Pursuant to this agreement, the Company has agreed to purchase annual and monthly amounts of proppant sand subject to exceptions specified in the agreement at agreed pricing, plus agreed costs and expenses. Failure by either Muskie or the Company to deliver or accept the minimum monthly amount results in damages calculated per ton based on the difference between the monthly obligation amount and the amount actually delivered or accepted, as applicable. The Company incurred $1.3 million related to non-utilization fees during the three months ended March 31, 2016.

Effective October 1, 2014, the Company entered into an Amended and Restated Master Services Agreement for pressure pumping services with Stingray Pressure Pumping LLC ("Stingray Pressure") that expires on September 30, 2018. Pursuant to this agreement, Stingray Pressure has agreed to provide hydraulic fracturing, stimulation and related completion and rework services to the Company and the Company has agreed to pay Stingray Pressure a monthly service fee plus the associated costs of the services provided. On February 18, 2016, effective January 1, 2016, the Company amended its Master Services Agreement with Stingray Pressure. The amendment adjusted the amount of service fees payable for the period from January 1, 2016 through September 30, 2016.

Future minimum commitments under these agreements at March 31, 2016 are as follows:



	(In thousands)
Remaining 2016	$	39,330
2017	52,440
2018	39,330
Total	$	131,100

Litigation

Due to the nature of the Company's business, it is, from time to time, involved in routine litigation or subject to disputes or claims related to its business activities, including workers' compensation claims and employment related disputes. In the opinion of the Company's management, none of the pending litigation, disputes or claims against the Company, if decided adversely, will have a material adverse effect on its financial condition, cash flows or results of operations.


11.	DERIVATIVE INSTRUMENTS

Oil, Natural Gas and Natural Gas Liquids Derivative Instruments

The Company seeks to reduce its exposure to unfavorable changes in oil, natural gas and natural gas liquids prices, which are subject to significant and often volatile fluctuation, by entering into fixed over-the-counter fixed price swaps, basis swap and various types of option contracts. These contracts allow the Company to predict with greater certainty the effective oil, natural gas and natural gas liquids prices to be received for hedged production and benefit operating cash flows and earnings when market prices are less than the fixed prices provided in the contracts. However, the Company will not benefit from market prices that are higher than the fixed prices in the contracts for hedged production.

Fixed price swaps are settled monthly based on differences between the fixed price specified in the contract and the referenced settlement price. When the referenced settlement price is less than the price specified in the contract, the Company receives an amount from the counterparty based on the price difference multiplied by the volume. Similarly, when the referenced settlement price exceeds the price specified in the contract, the Company pays the counterparty an amount based on the price difference multiplied by the volume. The prices contained in these fixed price swaps are based on Argus Louisiana Light Sweet Crude for oil, the NYMEX West Texas Intermediate for oil, the NYMEX Henry Hub for natural gas and Mont Belvieu for propane. Below is a summary of the Company's open fixed price swap positions as of March 31, 2016.



	Location	Daily Volume (Bbls/day)	Weighted Average Price
April 2016 - June 2016	ARGUS LLS	1,500	$	63.03
April 2016 - June 2016	NYMEX WTI	1,000	$	61.40



	Location	Daily Volume (MMBtu/day)	Weighted Average Price
April 2016	NYMEX Henry Hub	570,000	$	3.23
May 2016 - June 2016	NYMEX Henry Hub	510,000	$	3.10
July 2016	NYMEX Henry Hub	530,000	$	3.09
August 2016 - September 2016	NYMEX Henry Hub	540,000	$	3.07
October 2016	NYMEX Henry Hub	570,000	$	3.05
November 2016 - December 2016	NYMEX Henry Hub	525,000	$	3.18
January 2017 - March 2017	NYMEX Henry Hub	412,500	$	3.13
April 2017 - June 2017	NYMEX Henry Hub	367,500	$	3.15
July 2017 - December 2017	NYMEX Henry Hub	305,000	$	2.99
January 2018 - December 2018	NYMEX Henry Hub	160,000	$	3.01
January 2019 - March 2019	NYMEX Henry Hub	20,000	$	3.37



	Location	Daily Volume (Bbls/day)	Weighted Average Price
April 2016 - December 2016	Mont Belvieu	1,500	$	19.95

The Company sold call options and used the associated premiums to enhance the fixed price for a portion of the fixed price natural gas swaps listed above. Each short call option has an established ceiling price. When the referenced settlement price is above the price ceiling established by these short call options, the Company pays its counterparty an amount equal to the difference between the referenced settlement price and the price ceiling multiplied by the hedged contract volume.



	Location	Daily Volume (MMBtu/day)	Weighted Average Price
January 2017 - March 2017	NYMEX Henry Hub	105,000	$	3.27
April 2017 - December 2017	NYMEX Henry Hub	125,000	$	3.21
January 2018 - March 2018	NYMEX Henry Hub	20,000	$	2.91

For a portion of the combined natural gas derivative instruments containing fixed price swaps and sold call options, the counterparty has an option to extend the original terms an additional twelve months for the period January 2017 through December 2017. The option to extend the terms expires in December 2016. If executed, the Company would have additional fixed price swaps for 30,000 MMBtu per day at a weighted average price of $3.33 per MMBtu and additional short call options for 30,000 MMBtu per day at a weighted average ceiling price of $3.33 per MMBtu.

In addition, the Company has entered into natural gas basis swap positions, which settle on the pricing index to basis differential of MichCon or Tetco M2 to the NYMEX Henry Hub natural gas price. As of March 31, 2016, the Company had the following natural gas basis swap positions for MichCon and Tetco M2, respectively.



	Location	Daily Volume (MMBtu/day)	Hedged Differential
April 2016 - December 2016	MichCon	40,000	$	0.02
November 2016 - March 2017	Tetco M2	50,000	$	(0.59	)

Balance sheet presentation

The Company reports the fair value of derivative instruments on the consolidated balance sheets as derivative instruments under current assets, noncurrent assets, current liabilities and noncurrent liabilities on a gross basis. The Company determines the current and noncurrent classification based on the timing of expected future cash flows of individual trades. The following table presents the fair value of the Company's derivative instruments on a gross basis at March 31, 2016:



	(In thousands)
Short-term derivative instruments - asset	$	152,211
Long-term derivative instruments - asset	$	42,455
Short-term derivative instruments - liability	$	5,715
Long-term derivative instruments - liability	$	10,127

Gains and losses

For derivatives designated as cash flow hedges and meeting the effectiveness guidelines of FASB ASC 815, changes in fair value are recognized in accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. The Company has no cash flow hedges in place for the three months ended March 31, 2016 and 2015, as all fixed price swaps, swaptions and basis swaps had either been deemed ineffective at their inception or had been accounted for using the mark-to-market accounting method.

The following table presents the gain and loss recognized in gas sales, oil and condensate sales and natural gas liquids sales in the accompanying consolidated statements of operations due to the change in fair value of derivative instruments for the three months ended March 31, 2016 and 2015.



	Loss (gain) on derivative instruments
	Three months ended March 31,
	2016			2015
	(In thousands)
Gas sales	$	(1,709	)	$	29,196
Oil and condensate sales	(5,062		)	2,128
Natural gas liquids sales	(914		)	—
Total	$	(7,685	)	$	31,324

Concentration of Credit Risk

By using derivative instruments that are not traded on an exchange, the Company is exposed to the credit risk of its counterparties. Credit risk is the risk of loss from counterparties not performing under the terms of the derivative instrument. When the fair value of a derivative instrument is positive, the counterparty is expected to owe the Company, which creates credit risk. To minimize the credit risk in derivative instruments, it is the Company's policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions deemed by management as competent and competitive market makers. The Company's derivative contracts are with multiple counterparties to lessen its exposure to any individual counterparty. Additionally, the Company uses master netting agreements to minimize credit risk exposure. The creditworthiness of the Company's counterparties is subject to periodic review. Other than as provided by the Company's revolving credit facility, the Company is not required to provide credit support or collateral to any of its counterparties under its derivative instruments, nor are the counterparties required to provide credit support to the Company.


12.	FAIR VALUE MEASUREMENTS

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The Company records certain financial and non-financial assets and liabilities on the balance sheet at fair value in accordance with FASB ASC 820, "Fair Value Measurement and Disclosures" ("FASB ASC 820"). FASB ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (exit price) in an orderly transaction between market participants at the measurement date. The statement establishes market or observable inputs as the preferred sources of values, followed by assumptions based on hypothetical transactions in the absence of market inputs. The statement requires fair value measurements be classified and disclosed in one of the following categories:

Level 1 – Quoted prices in active markets for identical assets and liabilities.

Level 2 – Quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Significant inputs to the valuation model are unobservable.

Valuation techniques that maximize the use of observable inputs are favored. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy. Reclassifications of fair value between Level 1, Level 2 and Level 3 of the fair value hierarchy, if applicable, are made at the end of each quarter.

The following tables summarize the Company’s financial and non-financial assets and liabilities by FASB ASC 820 valuation level as of March 31, 2016:



	March 31, 2016
	Level 1		Level 2		Level 3
	(In thousands)
Assets:
Derivative Instruments	$	—	$	194,666	$	—
Liabilities:
Derivative Instruments	$	—	$	15,842	$	—

The Company estimates the fair value of all derivative instruments industry-standard models that considered various assumptions including current market and contractual prices for the underlying instruments, implied volatility, time value, nonperformance risk, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument and can be supported by observable data.

The estimated fair values of proved oil and gas properties assumed in business combinations are based on a discounted cash flow model and market assumptions as to future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development and operating costs, projections of future rates of production, expected recovery rates and risk-adjusted discount rates. The estimated fair values of unevaluated oil and gas properties was based on geological studies, historical well performance, location and applicable mineral lease terms. Based on the unobservable nature of certain of the inputs, the estimated fair value of the oil and gas properties assumed is deemed to use Level 3 inputs. See Note 1 for further discussion of the Company's acquisitions.

The Company estimates asset retirement obligations pursuant to the provisions of FASB ASC Topic 410, Asset Retirement and Environmental Obligations (“FASB ASC 410”). The initial measurement of asset retirement obligations at fair value is calculated using discounted cash flow techniques and based on internal estimates of future retirement costs associated with oil and gas properties. Given the unobservable nature of the inputs, including plugging costs and reserve lives, the initial measurement of the asset retirement obligation liability is deemed to use Level 3 inputs. See Note 2 for further discussion of the Company’s asset retirement obligations. Asset retirement obligations incurred during the three months ended March 31, 2016 were approximately $1.9 million.

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Due to the unobservable nature of the inputs, the fair value of the Company's investment in Grizzly was estimated using assumptions that represent Level 3 inputs. The Company estimated the fair value of the investment as of March 31, 2016 to be approximately $39.1 million. See Note 3 for further discussion of the Company's investment in Grizzly.

Due to the unobservable nature of the inputs, the fair value of the Company's initial investment in Strike Force was estimated using assumptions that represent Level 3 inputs. The Company's estimated fair value of the investment as of the February 1, 2016 contribution date was $22.5 million. See Note 3 for further discussion of the Company's contribution to Strike Force.


13.	FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts on the accompanying consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and current debt are carried at cost, which approximates market value due to their short-term nature. Long-term debt related to the Construction Loan is carried at cost, which approximates market value based on the borrowing rates currently available to the Company with similar terms and maturities.

At March 31, 2016, the carrying value of the outstanding debt represented by the Notes was approximately $944.7 million, including the remaining unamortized discount of approximately $2.4 million related to the October Notes, the remaining unamortized premium of approximately $0.3 million related to the December Notes and $14.0 million related to the August Notes. Also, included in the carrying value of the Notes is unamortized debt issuance cost of approximately $4.8 million related to the October Notes, approximately $1.1 million related to the December Notes, approximately $4.7 million related to the August Notes and approximately $6.6 million related to the 2023 Notes. Based on the quoted market price, the fair value of the Notes was determined to be approximately $924.3 million at March 31, 2016.


14.	CONDENSED CONSOLIDATING FINANCIAL INFORMATION

On October 17, 2012, December 21, 2012 and August 18, 2014, the Company issued an aggregate of $600.0 million principal amount of its 7.75% Senior Notes. The October Notes, December Notes, and the August Notes are collectively referred to as the "2020 Notes". The 2020 Notes are guaranteed on a senior unsecured basis by all existing consolidated subsidiaries that guarantee the Company's secured revolving credit facility or certain other debt (the "Guarantors"). The 2020 Notes are not guaranteed by Grizzly Holdings, Inc. (the "Non-Guarantor"). The Guarantors are 100% owned by Gulfport (the "Parent"), and the guarantees are full, unconditional, joint and several. There are no significant restrictions on the ability of the Parent or the Guarantors to obtain funds from each other in the form of a dividend or loan.

In connection with the issuance of the 2020 Notes, the Company and the subsidiary guarantors entered into registration rights agreements with the initial purchasers, pursuant to which the Company and the subsidiary guarantors agreed to file a registration statement with respect to an offer to exchange the 2020 Notes for a new issue of substantially identical debt securities registered under the Securities Act. The exchange offer for the October Notes and December Notes was completed in October 2013 and the exchange offer for the August Notes was completed in March 2015.

On April 21, 2015, the Company issued $350.0 million in aggregate principal amount of 6.625% Senior Notes due 2023 to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. In connection with the 2023 Notes Offering, the Company and its subsidiary guarantors entered into a registration rights agreement, dated as of April 21, 2015, pursuant to which the Company agreed to file a registration statement with respect to an offer to exchange the 2023 Notes for a new issue of substantially identical debt securities registered under the Securities Act. The exchange offer for the 2023 Notes was completed on October 13, 2015.

The following condensed consolidating balance sheets, statements of operations, statements of comprehensive (loss) income and statements of cash flows are provided for the Parent, the Guarantors and the Non-Guarantor and include the consolidating adjustments and eliminations necessary to arrive at the information for the Company on a condensed consolidated basis. The information has been presented using the equity method of accounting for the Parent's ownership of the Guarantors and the Non-Guarantor.

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CONDENSED CONSOLIDATING BALANCE SHEETS

(Amounts in thousands)



	March 31, 2016
	Parent			Guarantors			Non-Guarantor			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	453,743		$	634		$	—		$	—		$	454,377
Accounts receivable - oil and gas	78,419			2,324			—			(2,242		)	78,501
Accounts receivable - related parties	17			—			—			—			17
Accounts receivable - intercompany	341,062			661			—			(341,723		)	—
Prepaid expenses and other current assets	2,755			—			—			—			2,755
Short-term derivative instruments	152,211			—			—			—			152,211
Total current assets	1,028,207			3,619			—			(343,965		)	687,861
Property and equipment:
Oil and natural gas properties, full-cost accounting	5,174,684			332,615			—			(729		)	5,506,570
Other property and equipment	40,533			43			—			—			40,576
Accumulated depletion, depreciation, amortization and impairment	(3,112,737		)	(30		)	—			—			(3,112,767		)
Property and equipment, net	2,102,480			332,628			—			(729		)	2,434,379
Other assets:
Equity investments	234,063			22,500			39,054			(51,016		)	244,601
Long-term derivative instruments	42,455			—			—			—			42,455
Deferred tax asset	76,327			—			—			—			76,327
Other assets	17,038			(2		)	—			—			17,036
Total other assets	369,883			22,498			39,054			(51,016		)	380,419
Total assets	$	3,500,570		$	358,745		$	39,054		$	(395,710	)	$	3,502,659

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities	$	233,745		$	4,801		$	—		$	(2,712	)	$	235,834
Accounts payable - intercompany	—			341,128			125			(341,253		)	—
Asset retirement obligation - current	75			—			—			—			75
Short-term derivative instruments	5,715			—			—			—			5,715
Deferred tax liability	51,908			—			—			—			51,908
Total current liabilities	291,443			345,929			125			(343,965		)	293,532
Long-term derivative instrument	10,127			—			—			—			10,127
Asset retirement obligation - long-term	28,471			—			—			—			28,471
Long-term debt	949,740			—			—			—			949,740
Total liabilities	1,279,781			345,929			125			(343,965		)	1,281,870

Stockholders' equity:
Common stock	1,252			—			—			—			1,252
Paid-in capital	3,239,294			22,822			243,374			(266,196		)	3,239,294
Accumulated other comprehensive (loss) income	(46,119		)	—			(44,903		)	44,903			(46,119		)
Retained (deficit) earnings	(973,638		)	(10,006		)	(159,542		)	169,548			(973,638		)
Total stockholders' equity	2,220,789			12,816			38,929			(51,745		)	2,220,789
Total liabilities and stockholders' equity	$	3,500,570		$	358,745		$	39,054		$	(395,710	)	$	3,502,659

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CONDENSED CONSOLIDATING BALANCE SHEETS

(Amounts in thousands)



	December 31, 2015
	Parent			Guarantors				Non-Guarantor			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	112,494		$	479			$	1		$	—		$	112,974
Accounts receivable - oil and gas	72,241			54				—			(423		)	71,872
Accounts receivable - related parties	16			—				—			—			16
Accounts receivable - intercompany	326,475			60				—			(326,535		)	—
Prepaid expenses and other current assets	3,905			—				—			—			3,905
Short-term derivative instruments	142,794			—				—			—			142,794
Total current assets	657,925			593				1			(326,958		)	331,561

Property and equipment:
Oil and natural gas properties, full-cost accounting,	5,108,258			316,813				—			(729		)	5,424,342
Other property and equipment	33,128			43				—			—			33,171
Accumulated depletion, depreciation, amortization and impairment	(2,829,081		)	(29		)		—			—			(2,829,110		)
Property and equipment, net	2,312,305			316,827				—			(729		)	2,628,403
Other assets:
Equity investments	231,892			—				50,644			(40,143		)	242,393
Long-term derivative instruments	51,088			—				—			—			51,088
Deferred tax assets	74,925			—				—			—			74,925
Other assets	6,364			—				—			—			6,364
Total other assets	364,269			—				50,644			(40,143		)	374,770
Total assets	$	3,334,499		$	317,420			$	50,645		$	(367,830	)	$	3,334,734

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities	$	264,893		$	527			$	—		$	(292	)	$	265,128
Accounts payable - intercompany	—			326,541				124			(326,665		)	—
Asset retirement obligation - current	75			—			—	—			—			75
Short-term derivative instruments	437			—				—			—			437
Deferred tax liability	50,697			—				—			—			50,697
Current maturities of long-term debt	179			—				—			—			179
Total current liabilities	316,281			327,068				124			(326,957		)	316,516

Long-term derivative instrument	6,935			—				—			—			6,935
Asset retirement obligation - long-term	26,362			—				—			—			26,362
Long-term debt, net of current maturities	946,084			—				—			—			946,084
Total liabilities	1,295,662			327,068				124			(326,957		)	1,295,897

Stockholders' equity:
Common stock	1,082			—				—			—			1,082
Paid-in capital	2,824,303			322				241,553			(241,875		)	2,824,303
Accumulated other comprehensive (loss) income	(55,177		)	—				(55,177		)	55,177			(55,177		)
Retained (deficit) earnings	(731,371		)	(9,970		)		(135,855		)	145,825			(731,371		)
Total stockholders' equity	2,038,837			(9,648		)		50,521			(40,873		)	2,038,837
Total liabilities and stockholders' equity	$	3,334,499		$	317,420			$	50,645		$	(367,830	)	$	3,334,734

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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(Amounts in thousands)



	Three months ended March 31, 2016
	Parent			Guarantors			Non-Guarantor			Eliminations			Consolidated

Total revenues	$	156,751		$	212		$	—		$	—		$	156,963

Costs and expenses:
Lease operating expenses	16,472			185			—			—			16,657
Production taxes	3,087			24			—			—			3,111
Midstream gathering and processing	37,623			29			—			—			37,652
Depreciation, depletion, and amortization	65,476			1			—			—			65,477
Impairment of oil and gas properties	218,991			—			—			—			218,991
General and administrative	10,612			6			2			—			10,620
Accretion expense	247			—			—			—			247
	352,508			245			2			—			352,755

LOSS FROM OPERATIONS	(195,757		)	(33		)	(2		)	—			(195,792		)

OTHER (INCOME) EXPENSE:
Interest expense	16,022			1			—			—			16,023
Interest income	(94		)	—			—			—			(94		)
Loss (income) from equity method investments and investments in subsidiaries	30,773			—			23,685			(23,721		)	30,737
	46,701			1			23,685			(23,721		)	46,666

(LOSS) INCOME BEFORE INCOME TAXES	(242,458		)	(34		)	(23,687		)	23,721			(242,458		)
INCOME TAX BENEFIT	(191		)										(191		)

NET (LOSS) INCOME	$	(242,267	)	$	(34	)	$	(23,687	)	$	23,721		$	(242,267	)

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