| Condensed Consolidating Financial Information |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
On October 17, 2012 and December 21, 2012, the Company issued an aggregate of $300.0 million of its 7.75% Senior Notes (the "Notes"). The 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 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.
The following condensed consolidating balance sheets, statements of operations, statements of comprehensive income (loss) 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.
CONDENSED CONSOLIDATING BALANCE SHEETS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2014 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
72,921 |
|
|
$ |
2,371 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
75,293 |
|
Accounts receivable - oil and gas |
102,136 |
|
|
5,319 |
|
|
— |
|
|
— |
|
|
107,455 |
|
Accounts receivable - related parties |
127 |
|
|
— |
|
|
— |
|
|
— |
|
|
127 |
|
Accounts receivable - intercompany |
24,774 |
|
|
27 |
|
|
— |
|
|
(24,801 |
) |
|
— |
|
Prepaid expenses and other current assets |
3,575 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,575 |
|
Deferred tax asset |
7,661 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,661 |
|
Note receivable - related party |
875 |
|
|
— |
|
|
— |
|
|
— |
|
|
875 |
|
Total current assets |
212,069 |
|
|
7,717 |
|
|
1 |
|
|
(24,801 |
) |
|
194,986 |
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting |
3,191,073 |
|
|
11,029 |
|
|
— |
|
|
(573 |
) |
|
3,201,529 |
|
Other property and equipment |
12,575 |
|
|
30 |
|
|
— |
|
|
— |
|
|
12,605 |
|
Accumulated depletion, depreciation, amortization and impairment |
(897,530 |
) |
|
(23 |
) |
|
— |
|
|
— |
|
|
(897,553 |
) |
Property and equipment, net |
2,306,118 |
|
|
11,036 |
|
|
— |
|
|
(573 |
) |
|
2,316,581 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
494,342 |
|
|
— |
|
|
203,351 |
|
|
(196,257 |
) |
|
501,436 |
|
Derivative instruments |
784 |
|
|
— |
|
|
— |
|
|
— |
|
|
784 |
|
Other assets |
17,985 |
|
|
— |
|
|
— |
|
|
— |
|
|
17,985 |
|
Total other assets |
513,111 |
|
|
— |
|
|
203,351 |
|
|
(196,257 |
) |
|
520,205 |
|
Total assets |
$ |
3,031,298 |
|
|
$ |
18,753 |
|
|
$ |
203,352 |
|
|
$ |
(221,631 |
) |
|
$ |
3,031,772 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
286,984 |
|
|
$ |
474 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
287,458 |
|
Accounts payable - intercompany |
— |
|
|
24,696 |
|
|
105 |
|
|
(24,801 |
) |
|
— |
|
Asset retirement obligation - current |
795 |
|
|
— |
|
|
— |
|
|
— |
|
|
795 |
|
Short-term derivative instruments |
24,532 |
|
|
— |
|
|
— |
|
|
— |
|
|
24,532 |
|
Current maturities of long-term debt |
163 |
|
|
— |
|
|
— |
|
|
— |
|
|
163 |
|
Total current liabilities |
312,474 |
|
|
25,170 |
|
|
105 |
|
|
(24,801 |
) |
|
312,948 |
|
Long-term derivative instrument |
5,487 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,487 |
|
Asset retirement obligation - long-term |
15,181 |
|
|
— |
|
|
— |
|
|
— |
|
|
15,181 |
|
Deferred tax liability |
170,559 |
|
|
— |
|
|
— |
|
|
— |
|
|
170,559 |
|
Long-term debt, net of current maturities |
339,098 |
|
|
— |
|
|
— |
|
|
— |
|
|
339,098 |
|
Total liabilities |
842,799 |
|
|
25,170 |
|
|
105 |
|
|
(24,801 |
) |
|
843,273 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
Common stock |
854 |
|
|
— |
|
|
— |
|
|
— |
|
|
854 |
|
Paid-in capital |
1,821,368 |
|
|
322 |
|
|
224,849 |
|
|
(225,171 |
) |
|
1,821,368 |
|
Accumulated other comprehensive income (loss) |
(10,243 |
) |
|
— |
|
|
(10,243 |
) |
|
10,243 |
|
|
(10,243 |
) |
Retained earnings (accumulated deficit) |
376,520 |
|
|
(6,739 |
) |
|
(11,359 |
) |
|
18,098 |
|
|
376,520 |
|
Total stockholders' equity |
2,188,499 |
|
|
(6,417 |
) |
|
203,247 |
|
|
(196,830 |
) |
|
2,188,499 |
|
Total liabilities and stockholders' equity |
$ |
3,031,298 |
|
|
$ |
18,753 |
|
|
$ |
203,352 |
|
|
$ |
(221,631 |
) |
|
$ |
3,031,772 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
451,431 |
|
|
$ |
7,525 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
458,956 |
|
Accounts receivable - oil and gas |
58,662 |
|
|
162 |
|
|
— |
|
|
— |
|
|
58,824 |
|
Accounts receivable - related parties |
2,617 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,617 |
|
Accounts receivable - intercompany |
21,379 |
|
|
27 |
|
|
— |
|
|
(21,406 |
) |
|
— |
|
Prepaid expenses and other current assets |
2,581 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,581 |
|
Deferred tax asset |
6,927 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,927 |
|
Short-term derivative instruments |
324 |
|
|
— |
|
|
— |
|
|
— |
|
|
324 |
|
Note receivable - related party |
875 |
|
|
— |
|
|
— |
|
|
— |
|
|
875 |
|
Total current assets |
544,796 |
|
|
7,714 |
|
|
— |
|
|
(21,406 |
) |
|
531,104 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting, |
2,470,411 |
|
|
7,340 |
|
|
— |
|
|
(573 |
) |
|
2,477,178 |
|
Other property and equipment |
11,102 |
|
|
29 |
|
|
— |
|
|
— |
|
|
11,131 |
|
Accumulated depletion, depreciation, amortization and impairment |
(784,695 |
) |
|
(22 |
) |
|
— |
|
|
— |
|
|
(784,717 |
) |
Property and equipment, net |
1,696,818 |
|
|
7,347 |
|
|
— |
|
|
(573 |
) |
|
1,703,592 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
432,727 |
|
|
— |
|
|
191,473 |
|
|
(184,132 |
) |
|
440,068 |
|
Derivative instruments |
521 |
|
|
— |
|
|
— |
|
|
— |
|
|
521 |
|
Other assets |
17,851 |
|
|
— |
|
|
— |
|
|
— |
|
|
17,851 |
|
Total other assets |
451,099 |
|
|
— |
|
|
191,473 |
|
|
(184,132 |
) |
|
458,440 |
|
Total assets |
$ |
2,692,713 |
|
|
$ |
15,061 |
|
|
$ |
191,473 |
|
|
$ |
(206,111 |
) |
|
$ |
2,693,136 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
190,284 |
|
|
$ |
423 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
190,707 |
|
Accounts payable - intercompany |
— |
|
|
21,296 |
|
|
110 |
|
|
(21,406 |
) |
|
— |
|
Asset retirement obligation - current |
795 |
|
|
— |
|
|
— |
|
|
— |
|
|
795 |
|
Short-term derivative instruments |
12,280 |
|
|
— |
|
|
— |
|
|
— |
|
|
12,280 |
|
Current maturities of long-term debt |
159 |
|
|
— |
|
|
— |
|
|
— |
|
|
159 |
|
Total current liabilities |
203,518 |
|
|
21,719 |
|
|
110 |
|
|
(21,406 |
) |
|
203,941 |
|
|
|
|
|
|
|
|
|
|
|
Long-term derivative instrument |
11,366 |
|
|
— |
|
|
— |
|
|
— |
|
|
11,366 |
|
Asset retirement obligation - long-term |
14,288 |
|
|
— |
|
|
— |
|
|
— |
|
|
14,288 |
|
Deferred tax liability |
114,275 |
|
|
— |
|
|
— |
|
|
— |
|
|
114,275 |
|
Long-term debt, net of current maturities |
299,028 |
|
|
— |
|
|
— |
|
|
— |
|
|
299,028 |
|
Total liabilities |
642,475 |
|
|
21,719 |
|
|
110 |
|
|
(21,406 |
) |
|
642,898 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
Common stock |
851 |
|
|
— |
|
|
— |
|
|
— |
|
|
851 |
|
Paid-in capital |
1,813,058 |
|
|
322 |
|
|
208,277 |
|
|
(208,599 |
) |
|
1,813,058 |
|
Accumulated other comprehensive income (loss) |
(9,781 |
) |
|
— |
|
|
(9,781 |
) |
|
9,781 |
|
|
(9,781 |
) |
Retained earnings (accumulated deficit) |
246,110 |
|
|
(6,980 |
) |
|
(7,133 |
) |
|
14,113 |
|
|
246,110 |
|
Total stockholders' equity |
2,050,238 |
|
|
(6,658 |
) |
|
191,363 |
|
|
(184,705 |
) |
|
2,050,238 |
|
Total liabilities and stockholders' equity |
$ |
2,692,713 |
|
|
$ |
15,061 |
|
|
$ |
191,473 |
|
|
$ |
(206,111 |
) |
|
$ |
2,693,136 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2014 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
231,864 |
|
|
$ |
901 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
232,765 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
23,838 |
|
|
471 |
|
|
— |
|
|
— |
|
|
24,309 |
|
Production taxes |
13,466 |
|
|
92 |
|
|
— |
|
|
— |
|
|
13,558 |
|
Midstream processing and marketing |
18,515 |
|
|
34 |
|
|
— |
|
|
— |
|
|
18,549 |
|
Depreciation, depletion, and amortization |
112,870 |
|
|
1 |
|
|
— |
|
|
— |
|
|
112,871 |
|
General and administrative |
19,834 |
|
|
62 |
|
|
(3 |
) |
|
— |
|
|
19,893 |
|
Accretion expense |
377 |
|
|
— |
|
|
— |
|
|
— |
|
|
377 |
|
Gain on sale of assets |
(11 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(11 |
) |
|
188,889 |
|
|
660 |
|
|
(3 |
) |
|
— |
|
|
189,546 |
|
|
|
|
|
|
|
|
|
|
|
INCOME FROM OPERATIONS |
42,975 |
|
|
241 |
|
|
3 |
|
|
— |
|
|
43,219 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
6,287 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,287 |
|
Interest income |
(142 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(142 |
) |
Litigation settlement |
24,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
24,000 |
|
(Income) loss from equity method investments and investments in subsidiaries |
(198,288 |
) |
|
— |
|
|
4,229 |
|
|
(3,985 |
) |
|
(198,044 |
) |
|
(168,143 |
) |
|
— |
|
|
4,229 |
|
|
(3,985 |
) |
|
(167,899 |
) |
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
211,118 |
|
|
241 |
|
|
(4,226 |
) |
|
3,985 |
|
|
211,118 |
|
INCOME TAX EXPENSE |
80,708 |
|
|
— |
|
|
— |
|
|
— |
|
|
80,708 |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
130,410 |
|
|
$ |
241 |
|
|
$ |
(4,226 |
) |
|
$ |
3,985 |
|
|
$ |
130,410 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2013 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
124,695 |
|
|
$ |
739 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
125,434 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
10,712 |
|
|
338 |
|
|
— |
|
|
— |
|
|
11,050 |
|
Production taxes |
13,267 |
|
|
43 |
|
|
— |
|
|
— |
|
|
13,310 |
|
Midstream processing and marketing |
2,310 |
|
|
8 |
|
|
— |
|
|
— |
|
|
2,318 |
|
Depreciation, depletion, and amortization |
51,122 |
|
|
1 |
|
|
— |
|
|
— |
|
|
51,123 |
|
General and administrative |
9,237 |
|
|
72 |
|
|
3 |
|
|
— |
|
|
9,312 |
|
Accretion expense |
349 |
|
|
— |
|
|
— |
|
|
— |
|
|
349 |
|
Loss on sale of assets |
572 |
|
|
— |
|
|
— |
|
|
— |
|
|
572 |
|
|
87,569 |
|
|
462 |
|
|
3 |
|
|
— |
|
|
88,034 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS |
37,126 |
|
|
277 |
|
|
(3 |
) |
|
— |
|
|
37,400 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
6,763 |
|
|
— |
|
|
— |
|
|
— |
|
|
6,763 |
|
Interest income |
(141 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(141 |
) |
(Income) loss from equity method investments and investments in subsidiaries |
(111,592 |
) |
|
— |
|
|
1,262 |
|
|
(988 |
) |
|
(111,318 |
) |
|
(104,970 |
) |
|
— |
|
|
1,262 |
|
|
(988 |
) |
|
(104,696 |
) |
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
142,096 |
|
|
277 |
|
|
(1,265 |
) |
|
988 |
|
|
142,096 |
|
INCOME TAX EXPENSE |
53,709 |
|
|
— |
|
|
— |
|
|
— |
|
|
53,709 |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
88,387 |
|
|
$ |
277 |
|
|
$ |
(1,265 |
) |
|
$ |
988 |
|
|
$ |
88,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2014 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
130,410 |
|
|
$ |
241 |
|
|
$ |
(4,226 |
) |
|
$ |
3,985 |
|
|
$ |
130,410 |
|
Foreign currency translation adjustment |
(462 |
) |
|
— |
|
|
(462 |
) |
|
462 |
|
|
(462 |
) |
Other comprehensive income (loss) |
(462 |
) |
|
— |
|
|
(462 |
) |
|
462 |
|
|
(462 |
) |
Comprehensive income (loss) |
$ |
129,948 |
|
|
$ |
241 |
|
|
$ |
(4,688 |
) |
|
$ |
4,447 |
|
|
$ |
129,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2013 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
Net income (loss) |
$ |
88,387 |
|
|
$ |
277 |
|
|
$ |
(1,265 |
) |
|
$ |
988 |
|
|
$ |
88,387 |
|
Foreign currency translation adjustment |
(9,680 |
) |
|
— |
|
|
(9,680 |
) |
|
9,680 |
|
|
(9,680 |
) |
Change in fair value of derivative instruments, net of taxes |
(1,074 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,074 |
) |
Reclassification of settled contracts, net of taxes |
3,201 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,201 |
|
Other comprehensive income (loss) |
(7,553 |
) |
|
— |
|
|
(9,680 |
) |
|
9,680 |
|
|
(7,553 |
) |
Comprehensive income (loss) |
$ |
80,834 |
|
|
$ |
277 |
|
|
$ |
(10,945 |
) |
|
$ |
10,668 |
|
|
$ |
80,834 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2014 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
$ |
203,057 |
|
|
$ |
(1,546 |
) |
|
$ |
(2 |
) |
|
$ |
— |
|
|
$ |
201,509 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
(621,155 |
) |
|
(3,608 |
) |
|
(16,569 |
) |
|
16,572 |
|
|
(624,760 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
39,588 |
|
|
— |
|
|
16,572 |
|
|
(16,572 |
) |
|
39,588 |
|
|
|
|
|
|
|
|
|
|
|
Net iecrease in cash and cash equivalents |
(378,510 |
) |
|
(5,154 |
) |
|
1 |
|
|
— |
|
|
(383,663 |
) |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
451,431 |
|
|
7,525 |
|
|
— |
|
|
— |
|
|
458,956 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
$ |
72,921 |
|
|
$ |
2,371 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
75,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2013 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
$ |
73,633 |
|
|
$ |
(88 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
73,545 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
(383,817 |
) |
|
(712 |
) |
|
(15,055 |
) |
|
15,055 |
|
|
(384,529 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
358,281 |
|
|
— |
|
|
15,055 |
|
|
(15,055 |
) |
|
358,281 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
48,097 |
|
|
(800 |
) |
|
— |
|
|
— |
|
|
47,297 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
165,293 |
|
|
1,795 |
|
|
— |
|
|
— |
|
|
167,088 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
$ |
213,390 |
|
|
$ |
995 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
214,385 |
|
|