Condensed Consolidating Financial Information | Condensed Consolidating Financial Information In October 2011, we issued and sold the 2019 Notes with an aggregate principal amount of $650.0 million (see Note 9). Pursuant to the Indenture governing the 2019 Notes, such notes are fully and unconditionally and jointly and severally guaranteed by SSO’s parent, SSE, and all of SSO’s subsidiaries, other than SSF, which is a co-issuer of the 2019 Notes, and certain immaterial subsidiaries. Each of the subsidiary guarantors is 100% owned by SSO and there are no material subsidiaries of SSO other than the subsidiary guarantors. SSF and Western Wisconsin Sand Company, LLC are minor non-guarantor subsidiaries whose condensed consolidating financial information is included with the subsidiary guarantors. SSE and SSO have independent assets and operations. There are no significant restrictions on the ability of SSO or any subsidiary guarantor to obtain funds from its subsidiaries by dividend or loan. Set forth below are condensed consolidating financial statements for SSE (“Parent”) and SSO (“Subsidiary Issuer”) on a stand-alone, unconsolidated basis, and their combined guarantor subsidiaries as of June 30, 2016 and December 31, 2015 and for the three and six months ended June 30, 2016 and 2015 . The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the subsidiaries operated as independent entities. SEVENTY SEVEN ENERGY INC. (Debtor-in-possession) Condensed Consolidating Balance Sheet June 30, 2016 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Assets: Current Assets: Cash $ — $ 79,639 $ — $ — $ 79,639 Short-term investments — 1,770 — — 1,770 Accounts receivable, net — 9 92,303 — 92,312 Inventory — — 15,499 — 15,499 Deferred income tax asset 1,957 11,139 139 — 13,235 Prepaid expenses and other 175 9,227 7,326 (820 ) 15,908 Total Current Assets 2,132 101,784 115,267 (820 ) 218,363 Property and Equipment: Property and equipment, at cost — 31,211 2,647,389 — 2,678,600 Less: accumulated depreciation — (7,469 ) (1,215,702 ) — (1,223,171 ) Total Property and Equipment, Net — 23,742 1,431,687 — 1,455,429 Other Assets: Other long-term assets 4,481 122,136 11,155 (98,802 ) 38,970 Investments in subsidiaries and intercompany advances 440,269 1,364,795 — (1,805,064 ) — Total Other Assets 444,750 1,486,931 11,155 (1,903,866 ) 38,970 Total Assets $ 446,882 $ 1,612,457 $ 1,558,109 $ (1,904,686 ) $ 1,712,762 Liabilities and Equity: Current Liabilities: Accounts payable $ — $ 1,968 $ 8,441 $ — $ 10,409 Current portion of long-term debt — 5,000 — — 5,000 Other current liabilities — 5,581 10,316 (820 ) 15,077 Total Current Liabilities — 12,549 18,757 (820 ) 30,486 Long-Term Liabilities: Deferred income tax liabilities — — 140,140 (98,802 ) 41,338 Long-term debt, excluding current maturities — 475,684 — — 475,684 Other long-term liabilities — — 948 — 948 Liabilities subject to compromise 461,449 683,955 33,469 — 1,178,873 Total Long-Term Liabilities 461,449 1,159,639 174,557 (98,802 ) 1,696,843 Total Stockholders’ Equity (Deficit) (14,567 ) 440,269 1,364,795 (1,805,064 ) (14,567 ) Total Liabilities and Stockholders’ Equity (Deficit) $ 446,882 $ 1,612,457 $ 1,558,109 $ (1,904,686 ) $ 1,712,762 SEVENTY SEVEN ENERGY INC. (Debtor-in-possession) Condensed Consolidating Balance Sheet December 31, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Assets: Current Assets: Cash $ 46 $ 130,602 $ — $ — $ 130,648 Accounts receivable, net — 138 164,583 — 164,721 Inventory — — 18,553 — 18,553 Deferred income tax asset — 376 1,123 — 1,499 Prepaid expenses and other 20 37,523 9,324 (29,726 ) 17,141 Total Current Assets 66 168,639 193,583 (29,726 ) 332,562 Property and Equipment: Property and equipment, at cost — 31,265 2,615,181 — 2,646,446 Less: accumulated depreciation — (4,958 ) (1,111,068 ) — (1,116,026 ) Total Property and Equipment, Net — 26,307 1,504,113 — 1,530,420 Other Assets: Deferred financing costs, net — 1,238 — — 1,238 Other long-term assets 2,575 114,087 10,901 (89,165 ) 38,398 Investments in subsidiaries and intercompany advances 575,089 1,415,997 — (1,991,086 ) — Total Other Assets 577,664 1,531,322 10,901 (2,080,251 ) 39,636 Total Assets $ 577,730 $ 1,726,268 $ 1,708,597 $ (2,109,977 ) $ 1,902,618 Liabilities and Stockholders’ Equity: Current Liabilities: Accounts payable $ 58 $ 517 $ 53,192 $ — $ 53,767 Current portion of long-term debt — 5,000 — — 5,000 Other current liabilities 14,131 25,276 88,637 (29,726 ) 98,318 Total Current Liabilities 14,189 30,793 141,829 (29,726 ) 157,085 Long-Term Liabilities: Deferred income tax liabilities — — 149,788 (89,165 ) 60,623 Long-term debt, less current maturities 444,701 1,119,891 — — 1,564,592 Other long-term liabilities — 495 983 — 1,478 Total Long-Term Liabilities 444,701 1,120,386 150,771 (89,165 ) 1,626,693 Total Equity 118,840 575,089 1,415,997 (1,991,086 ) 118,840 Total Liabilities and Stockholders’ Equity $ 577,730 $ 1,726,268 $ 1,708,597 $ (2,109,977 ) $ 1,902,618 SEVENTY SEVEN ENERGY INC. (Debtor-in-possession) Condensed Consolidating Statement of Operations Three Months Ended June 30, 2016 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues: Revenues $ — $ — $ 139,349 $ (1,229 ) $ 138,120 Operating Expenses: Operating costs — — 96,219 — 96,219 Depreciation and amortization — 1,350 68,527 — 69,877 General and administrative 300 40,162 484 (1,229 ) 39,717 Losses on sales of property and equipment, net — — 1,014 — 1,014 Impairments and other — — 5,789 — 5,789 Total Operating Expenses 300 41,512 172,033 (1,229 ) 212,616 Operating Loss (300 ) (41,512 ) (32,684 ) — (74,496 ) Other (Expense) Income: Interest expense (5,494 ) (14,970 ) — — (20,464 ) Other income — 741 185 — 926 Reorganization items, net (4,988 ) (8,439 ) — — (13,427 ) Equity in net loss of subsidiary (76,137 ) (25,876 ) — 102,013 — Total Other (Expense) Income (86,619 ) (48,544 ) 185 102,013 (32,965 ) Loss Before Income Taxes (86,919 ) (90,056 ) (32,499 ) 102,013 (107,461 ) Income Tax Benefit (2,414 ) (13,919 ) (6,623 ) — (22,956 ) Net Loss $ (84,505 ) $ (76,137 ) $ (25,876 ) $ 102,013 $ (84,505 ) SEVENTY SEVEN ENERGY INC. (Debtor-in-possession) Condensed Consolidating Statement of Operations Three Months Ended June 30, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Revenues $ — $ — $ 296,053 $ (925 ) $ 295,128 Operating Expenses: Operating costs — — 239,127 — 239,127 Depreciation and amortization — 796 72,154 — 72,950 General and administrative (41 ) 14,055 21,726 (925 ) 34,815 Loss on sale of a business — 34,989 — — 34,989 (Gains) Losses on sales of property and equipment, net — (19 ) 9,029 — 9,010 Impairments and other — — 8,882 — 8,882 Total Operating Expenses (41 ) 49,821 350,918 (925 ) 399,773 Operating Income (Loss) 41 (49,821 ) (54,865 ) — (104,645 ) Other (Expense) Income: Interest expense (8,291 ) (16,677 ) — — (24,968 ) Gains on extinguishment of debt 13,085 — — — 13,085 Income from equity investees — — 136 — 136 Other income — 79 964 — 1,043 Equity in net loss of subsidiary (78,289 ) (37,053 ) — 115,342 — Total Other (Expense) Income (73,495 ) (53,651 ) 1,100 115,342 (10,704 ) Loss Before Income Taxes (73,454 ) (103,472 ) (53,765 ) 115,342 (115,349 ) Income Tax Expense (Benefit) 1,216 (25,183 ) (16,712 ) — (40,679 ) Net Loss $ (74,670 ) $ (78,289 ) $ (37,053 ) $ 115,342 $ (74,670 ) SEVENTY SEVEN ENERGY INC. (Debtor-in-possession) Condensed Consolidating Statement of Operations Six Months Ended June 30, 2016 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenues: Revenues $ — $ — $ 295,881 $ (2,400 ) $ 293,481 Operating Expenses: Operating costs — — 203,179 — 203,179 Depreciation and amortization — 2,606 136,917 — 139,523 General and administrative 300 63,136 943 (2,400 ) 61,979 (Gains) losses on sales of property and equipment, net — (18 ) 582 — 564 Impairments and other — — 6,094 — 6,094 Total Operating Expenses 300 65,724 347,715 (2,400 ) 411,339 Operating Loss (300 ) (65,724 ) (51,834 ) — (117,858 ) Other (Expense) Income: Interest expense (12,986 ) (32,756 ) — — (45,742 ) Other income — 1,216 712 — 1,928 Reorganization items, net (4,988 ) (8,439 ) — — (13,427 ) Equity in net loss of subsidiary (129,666 ) (42,457 ) — 172,123 — Total Other (Expense) Income (147,640 ) (82,436 ) 712 172,123 (57,241 ) Loss Before Income Taxes (147,940 ) (148,160 ) (51,122 ) 172,123 (175,099 ) Income Tax Benefit (3,871 ) (18,494 ) (8,665 ) — (31,030 ) Net Loss $ (144,069 ) $ (129,666 ) $ (42,457 ) $ 172,123 $ (144,069 ) SEVENTY SEVEN ENERGY INC. (Debtor-in-possession) Condensed Consolidating Statement of Operations Six Months Ended June 30, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Revenues $ — $ — $ 726,589 $ (1,674 ) $ 724,915 Operating Expenses: Operating costs — — 570,738 — 570,738 Depreciation and amortization — 863 157,062 — 157,925 General and administrative 27 25,971 44,403 (1,674 ) 68,727 Loss on sale of a business — 34,989 — — 34,989 (Gains) losses on sales of property and equipment, net — (19 ) 13,239 — 13,220 Impairments and other — — 15,154 — 15,154 Total Operating Expenses 27 61,804 800,596 (1,674 ) 860,753 Operating Loss (27 ) (61,804 ) (74,007 ) — (135,838 ) Other (Expense) Income: Interest expense (16,550 ) (31,934 ) — — (48,484 ) Gains on early extinguishment of debt 13,085 — — — 13,085 Income from equity investees — — 1,108 — 1,108 Other (expense) income — (54 ) 1,001 — 947 Equity in net loss of subsidiary (110,074 ) (49,719 ) — 159,793 — Total Other (Expense) Income (113,539 ) (81,707 ) 2,109 159,793 (33,344 ) Loss Before Income Taxes (113,566 ) (143,511 ) (71,898 ) 159,793 (169,182 ) Income Tax Benefit (1,295 ) (33,437 ) (22,179 ) — (56,911 ) Net Loss $ (112,271 ) $ (110,074 ) $ (49,719 ) $ 159,793 $ (112,271 ) SEVENTY SEVEN ENERGY INC. (Debtor-in-possession) Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2016 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash Flows From Operating Activities: $ (15,803 ) $ (30,241 ) $ 86,906 $ (13,841 ) $ 27,021 Cash Flows From Investing Activities: Additions to property and equipment — (389 ) (75,675 ) — (76,064 ) Purchases of short-term investments — (6,242 ) — — (6,242 ) Proceeds from sales of assets — 31 2,588 — 2,619 Proceeds from sales of short-term investments — 4,468 — — 4,468 Distributions from affiliates 15,757 — — (15,757 ) — Other — — 22 — 22 Net cash provided by (used in) investing activities 15,757 (2,132 ) (73,065 ) (15,757 ) (75,197 ) Cash Flows From Financing Activities: Payments on term loan — (2,500 ) — — (2,500 ) Distributions to affiliates — (15,757 ) (13,841 ) 29,598 — Other — (333 ) — — (333 ) Net cash used in financing activities — (18,590 ) (13,841 ) 29,598 (2,833 ) Net decrease in cash (46 ) (50,963 ) — — (51,009 ) Cash, beginning of period 46 130,602 — — 130,648 Cash, end of period $ — $ 79,639 $ — $ — $ 79,639 SEVENTY SEVEN ENERGY INC. (Debtor-in-possession) Condensed Consolidating Statements of Cash Flows Six Months Ended June 30, 2015 Parent Subsidiary Issuer Guarantor Subsidiaries Eliminations Consolidated (In thousands) Cash Flows From Operating Activities: $ (19,080 ) $ 118,144 $ 289,803 $ (229,190 ) $ 159,677 Cash Flows From Investing Activities: Additions to property and equipment — (10,998 ) (79,726 ) — (90,724 ) Proceeds from sale of assets — 127 16,240 — 16,367 Proceeds from sale of a business — 15,000 — — 15,000 Additions to investment — — (112 ) — (112 ) Distributions from affiliates 45,496 — — (45,496 ) — Other — — 3,392 — 3,392 Net cash provided by (used in) investing activities 45,496 4,129 (60,206 ) (45,496 ) (56,077 ) Cash Flows From Financing Activities: Borrowings from revolving credit facility — 160,100 — — 160,100 Payments on revolving credit facility — (210,600 ) — — (210,600 ) Payments to extinguish senior notes (26,405 ) — — — (26,405 ) Proceeds from issuance of term loan, net of issuance costs — 94,481 — — 94,481 Payments on term loan — (2,250 ) — — (2,250 ) Deferred financing costs — (784 ) — — (784 ) Distributions to affiliates — (45,496 ) (229,190 ) 274,686 — Other — (215 ) (483 ) — (698 ) Net cash (used in) provided by financing activities (26,405 ) (4,764 ) (229,673 ) 274,686 13,844 Net increase (decrease) in cash 11 117,509 (76 ) — 117,444 Cash, beginning of period 77 733 81 — 891 Cash, end of period $ 88 $ 118,242 $ 5 $ — $ 118,335 |