CONDENSED CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS | NOTE 17 - CONDENSED CONSOLIDATED GUARANTOR FINANCIAL STATEMENTS Guarantor Subsidiaries Certain of the Company's subsidiaries, including Alpha Hunter Drilling, LLC, Bakken Hunter, LLC, Shale Hunter, LLC, Magnum Hunter Marketing, LLC, MHP, NGAS Hunter, LLC, Triad Hunter, Viking International Resources, Co., Inc., and Bakken Hunter Canada, Inc., (collectively, "Guarantor Subsidiaries"), jointly and severally guarantee on a senior unsecured basis, the obligations of the Company under all the Senior Notes issued under the indenture entered into by the Company on May 16, 2012, as supplemented. The Guarantor Subsidiaries may also guarantee any debt of the Company issued pursuant to the Form S-3 Registration Statement filed by the Company with the SEC on March 15, 2015, amended on April 20, 2015, and declared effective on April 22, 2015. Condensed consolidating financial information for Magnum Hunter Resources Corporation, the Guarantor Subsidiaries and the other subsidiaries of the Company (the "Non Guarantor Subsidiaries") as of June 30, 2015 and December 31, 2014 , and for the three and six months ended June 30, 2015 and 2014 , are as follows: Magnum Hunter Resources Corporation and Subsidiaries Condensed Consolidating Balance Sheets (in thousands) As of June 30, 2015 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter ASSETS Current assets $ 12,886 $ 30,542 $ 377 $ (2,441 ) $ 41,364 Intercompany accounts receivable 1,136,540 — — (1,136,540 ) — Property and equipment (using successful efforts method of accounting) 6,653 1,118,792 — (44 ) 1,125,401 Investment in subsidiaries (146,125 ) 92,314 — 53,811 — Assets of discontinued operations and other 366,578 921 — — 367,499 Total Assets $ 1,376,532 $ 1,242,569 $ 377 $ (1,085,214 ) $ 1,534,264 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities $ 25,755 $ 119,623 $ 9 $ (2,443 ) $ 142,944 Intercompany accounts payable — 1,097,221 41,555 (1,138,776 ) — Long-term liabilities 929,551 40,543 — — 970,094 Redeemable preferred stock 100,000 — — — 100,000 Shareholders' equity (deficit) 321,226 (14,818 ) (41,187 ) 56,005 321,226 Total Liabilities and Shareholders' Equity $ 1,376,532 $ 1,242,569 $ 377 $ (1,085,214 ) $ 1,534,264 Magnum Hunter Resources Corporation and Subsidiaries Condensed Consolidating Balance Sheets (in thousands) As of December 31, 2014 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter ASSETS Current assets $ 85,647 $ 41,533 $ 589 $ (2,378 ) $ 125,391 Intercompany accounts receivable 1,113,417 — — (1,113,417 ) — Property and equipment (using successful efforts method of accounting) 5,506 1,170,122 30 — 1,175,658 Investment in subsidiaries (91,595 ) 94,134 — (2,539 ) — Assets of discontinued operations and other 369,995 3,980 — — 373,975 Total Assets $ 1,482,970 $ 1,309,769 $ 619 $ (1,118,334 ) $ 1,675,024 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities $ 25,347 $ 148,109 $ 2,567 $ (2,383 ) $ 173,640 Intercompany accounts payable — 1,073,091 42,560 (1,115,651 ) — Long-term liabilities 925,767 43,762 — — 969,529 Redeemable preferred stock 100,000 — — — 100,000 Shareholders' equity (deficit) 431,856 44,807 (44,508 ) (300 ) 431,855 Total Liabilities and Shareholders' Equity $ 1,482,970 $ 1,309,769 $ 619 $ (1,118,334 ) $ 1,675,024 Magnum Hunter Resources Corporation and Subsidiaries Condensed Consolidating Statements of Operations (in thousands) Three Months Ended June 30, 2015 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter Revenues $ 12 $ 41,214 $ 233 $ (1,933 ) $ 39,526 Expenses 31,922 29,601 42 (1,957 ) 59,608 Income (loss) from continuing operations before equity in net income of subsidiaries (31,910 ) 11,613 191 24 (20,082 ) Equity in net income of subsidiaries 11,828 (144 ) — (11,684 ) — Income (loss) from continuing operations (20,082 ) 11,469 191 (11,660 ) (20,082 ) Gain on dilution of interest in Eureka Hunter Holdings — — — — — Loss from discontinued operations, net of tax (1,594 ) — — — (1,594 ) Net income (loss) (21,676 ) 11,469 191 (11,660 ) (21,676 ) Dividends on preferred stock (8,847 ) — — — (8,847 ) Net income (loss) attributable to common shareholders $ (30,523 ) $ 11,469 $ 191 $ (11,660 ) $ (30,523 ) Three Months Ended June 30, 2014 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter Revenues $ 6 $ 131,208 $ 274 $ (1,840 ) $ 129,648 Expenses 36,512 116,053 362 (5,588 ) 147,339 Income (loss) from continuing operations before equity in net income of subsidiaries (36,506 ) 15,155 (88 ) 3,748 (17,691 ) Equity in net income of wholly-owned subsidiaries (19,314 ) (984 ) — 20,298 — Income (loss) from continuing operations (55,820 ) 14,171 (88 ) 24,046 (17,691 ) Loss from discontinued operations, net of tax — — (38,778 ) (3,746 ) (42,524 ) Gain (loss) on sale of discontinued operations, net of tax (15,480 ) — 10,268 — (5,212 ) Net income (loss) (71,300 ) 14,171 (28,598 ) 20,300 (65,427 ) Net income attributable to non-controlling interest — — — 780 780 Net income (loss) attributable to Magnum Hunter Resources Corporation (71,300 ) 14,171 (28,598 ) 21,080 (64,647 ) Dividends on preferred stock (8,848 ) — — — (8,848 ) Dividends on preferred stock of discontinued operations — — (6,482 ) — (6,482 ) Net income (loss) attributable to common shareholders $ (80,148 ) $ 14,171 $ (35,080 ) $ 21,080 $ (79,977 ) Magnum Hunter Resources Corporation and Subsidiaries Condensed Consolidating Statements of Operations (in thousands) Six Months Ended June 30, 2015 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter Revenues $ 13 $ 98,210 $ 761 $ (4,062 ) $ 94,922 Expenses 63,208 161,050 404 (4,018 ) 220,644 Income (loss) from continuing operations before equity in net income of subsidiaries (63,195 ) (62,840 ) 357 (44 ) (125,722 ) Equity in net income of subsidiaries (62,527 ) (1,820 ) — 64,347 — Income (loss) from continuing operations (125,722 ) (64,660 ) 357 64,303 (125,722 ) Gain on dilution of interest in Eureka Hunter Holdings 2,390 — — — 2,390 Income from discontinued operations, net of tax (4,263 ) — — — (4,263 ) Net income (loss) (127,595 ) (64,660 ) 357 64,303 (127,595 ) Dividends on preferred stock (17,695 ) — — — (17,695 ) Net income (loss) attributable to common shareholders $ (145,290 ) $ (64,660 ) $ 357 $ 64,303 $ (145,290 ) Six Months Ended June 30, 2014 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter Revenues $ 114 $ 241,089 $ 445 $ (4,130 ) $ 237,518 Expenses 71,305 247,770 437 (10,964 ) 308,548 Income (loss) from continuing operations before equity in net income of subsidiaries (71,191 ) (6,681 ) 8 6,834 (71,030 ) Equity in net income of wholly-owned subsidiaries (48,129 ) (829 ) — 48,958 — Income (loss) from continuing operations (119,320 ) (7,510 ) 8 55,792 (71,030 ) Loss from discontinued operations, net of tax — — (35,541 ) (6,832 ) (42,373 ) Gain (loss) on sale of discontinued operations, net of tax (19,799 ) — 6,074 — (13,725 ) Net income (loss) (139,119 ) (7,510 ) (29,459 ) 48,960 (127,128 ) Net income attributable to non-controlling interest — — — 889 889 Net income (loss) attributable to Magnum Hunter Resources Corporation (139,119 ) (7,510 ) (29,459 ) 49,849 (126,239 ) Dividends on preferred stock (17,668 ) — — — (17,668 ) Dividends on preferred stock of discontinued operations — — (12,558 ) — (12,558 ) Net income (loss) attributable to common shareholders $ (156,787 ) $ (7,510 ) $ (42,017 ) $ 49,849 $ (156,465 ) Magnum Hunter Resources Corporation and Subsidiaries Condensed Consolidating Statements of Comprehensive Income (Loss) (in thousands) Three Months Ended June 30, 2015 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter Net income (loss) $ (21,676 ) $ 11,469 $ 191 $ (11,660 ) $ (21,676 ) Foreign currency translation loss — (13 ) — — (13 ) Unrealized gain on available for sale securities — 309 — — 309 Amounts reclassified for other than temporary impairment of available for sale securities — — — — — Comprehensive income (loss) (21,676 ) 11,765 191 (11,660 ) (21,380 ) Three Months Ended June 30, 2014 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter Net income (loss) $ (71,300 ) $ 14,171 $ (28,598 ) $ 20,300 $ (65,427 ) Foreign currency translation gain — — 1,130 — 1,130 Unrealized loss on available for sale securities — (549 ) — — (549 ) Amounts reclassified from accumulated other comprehensive income upon sale of Williston Hunter Canada, Inc. 20,741 — — — 20,741 Comprehensive income (loss) (50,559 ) 13,622 (27,468 ) 20,300 (44,105 ) Comprehensive income attributable to non-controlling interest — — — 780 780 Comprehensive income (loss) attributable to Magnum Hunter Resources Corporation $ (50,559 ) $ 13,622 $ (27,468 ) $ 21,080 $ (43,325 ) Six Months Ended June 30, 2015 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter Net income (loss) $ (127,595 ) $ (64,660 ) $ 357 $ 64,303 $ (127,595 ) Foreign currency translation gain — 102 — 102 Unrealized loss on available for sale securities — (1,099 ) — — (1,099 ) Amounts reclassified for other than temporary impairment of available for sale securities — 8,992 — — 8,992 Comprehensive income (loss) (127,595 ) (56,665 ) 357 64,303 (119,600 ) Magnum Hunter Resources Corporation and Subsidiaries Condensed Consolidating Statements of Comprehensive Income (Loss) (in thousands) Six Months Ended June 30, 2014 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter Net income (loss) $ (139,119 ) $ (7,510 ) $ (29,459 ) $ 48,960 $ (127,128 ) Foreign currency translation loss — — (1,218 ) — (1,218 ) Unrealized loss on available for sale securities — (605 ) — — (605 ) Amounts reclassified from accumulated other comprehensive income upon sale of Williston Hunter Canada, Inc. 20,741 — — — 20,741 Comprehensive income (loss) (118,378 ) (8,115 ) (30,677 ) 48,960 (108,210 ) Comprehensive income attributable to non-controlling interest — — — 889 889 Comprehensive income (loss) attributable to Magnum Hunter Resources Corporation $ (118,378 ) $ (8,115 ) $ (30,677 ) $ 49,849 $ (107,321 ) Magnum Hunter Resources Corporation and Subsidiaries Condensed Consolidating Statements of Cash Flows (in thousands) Six Months Ended June 30, 2015 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter Cash flows from operating activities $ (57,824 ) $ 109,933 $ — $ (149 ) $ 51,960 Cash flows from investing activities (1,283 ) (98,570 ) — 149 (99,704 ) Cash flows from financing activities 5,898 (2,540 ) — — 3,358 Effect of exchange rate changes on cash — 24 — — 24 Net increase (decrease) in cash (53,209 ) 8,847 — — (44,362 ) Cash at beginning of period 64,165 (10,985 ) — — 53,180 Cash at end of period $ 10,956 $ (2,138 ) $ — $ — $ 8,818 Six Months Ended June 30, 2014 Magnum Hunter 100% Owned Guarantor Non Guarantor Consolidating/ Eliminating Adjustments Magnum Hunter Cash flows from operating activities $ (192,121 ) $ 182,620 $ 28,248 $ — $ 18,747 Cash flows from investing activities 49,572 (177,365 ) (57,579 ) — (185,372 ) Cash flows from financing activities 111,324 3,038 19,629 — 133,991 Effect of exchange rate changes on cash — — 41 — 41 Net increase (decrease) in cash (31,225 ) 8,293 (9,661 ) — (32,593 ) Cash at beginning of period 47,895 (17,651 ) 11,469 — 41,713 Cash at end of period $ 16,670 $ (9,358 ) $ 1,808 $ — $ 9,120 |