Condensed Consolidating Financial Information | Note 16. The Company owns no operating assets and has no significant operations independent of its subsidiaries. Our obligations under the MRD Senior Notes outstanding are fully and unconditionally guaranteed, jointly and severally, by certain of our 100% owned subsidiaries on a senior unsecured basis. Subsidiaries with noncontrolling interests and certain de minimis subsidiaries are non-guarantors. The following condensed consolidating financial information presents the financial information of the Company on a unconsolidated stand-alone basis and its combined guarantor and combined non-guarantor subsidiaries as of and for the period indicated. Such financial information may not necessarily be indicative of our results of operations, cash flows or financial position had these subsidiaries operated as independent entities. March 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 454 $ 2,985 $ 1,073 $ — $ 4,512 Accounts receivable - trade 5,259 43,307 73,503 (3,670 ) 118,399 Accounts receivable - affiliates 13,303 — 28 (11,355 ) 1,976 Short-term derivative instruments 142,074 — 214,986 — 357,060 Prepaid expenses and other current assets 5,036 7,410 19,687 — 32,133 Total current assets 166,126 53,702 309,277 (15,025 ) 514,080 Property and equipment, net 17,320 1,098,997 2,250,283 — 3,366,600 Long-term derivative instruments 188,405 — 389,748 — 578,153 Investments in subsidiaries 928,289 — — (928,289 ) — Other long-term assets 13,481 — 101,908 — 115,389 Total assets $ 1,313,621 $ 1,152,699 $ 3,051,216 $ (943,314 ) $ 4,574,222 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued liabilities $ 11,711 $ 127,921 $ 122,152 $ (2,046 ) $ 259,738 Accounts payable - affiliates — 4,185 9,145 (13,330 ) — Revenues payable — 31,136 27,195 — 58,331 Short-term derivative instruments — — 3,300 — 3,300 Total current liabilities 11,711 163,242 161,792 (15,376 ) 321,369 Long-term debt 744,000 — 1,754,045 — 2,498,045 Asset retirement obligations — 7,749 116,727 — 124,476 Long-term derivative instruments — — 555 — 555 Deferred tax liabilities 102,978 6,648 2,164 — 111,790 Other long-term liabilities 7,566 — — — 7,566 Total liabilities 866,255 177,639 2,035,283 (15,376 ) 3,063,801 Equity: Equity 447,366 975,060 1,010,214 (1,985,274 ) 447,366 Noncontrolling interests — — 5,719 1,057,336 1,063,055 Total equity 447,366 975,060 1,015,933 (927,938 ) 1,510,421 Total liabilities and equity $ 1,313,621 $ 1,152,699 $ 3,051,216 $ (943,314 ) $ 4,574,222 December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 2,241 $ 3,762 $ 970 $ (1,015 ) $ 5,958 Accounts receivable - trade 5,995 44,952 83,346 (2,717 ) 131,576 Accounts receivable - affiliates 10,047 — 28 (10,075 ) — Short-term derivative instruments 131,471 — 208,585 — 340,056 Prepaid expenses and other current assets 5,833 7,993 14,201 — 28,027 Total current assets 155,587 56,707 307,130 (13,807 ) 505,617 Property and equipment, net 16,601 1,050,722 2,470,333 — 3,537,656 Long-term derivative instruments 123,567 — 311,802 — 435,369 Investments in subsidiaries 1,139,792 — — (1,139,792 ) — Other long-term assets 14,124 5,660 100,521 (5,400 ) 114,905 Total assets $ 1,449,671 $ 1,113,089 $ 3,189,786 $ (1,158,999 ) $ 4,593,547 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued liabilities $ 6,245 $ 107,068 $ 114,584 $ (3,125 ) $ 224,772 Accounts payable - affiliates — 3,638 6,409 (9,423 ) 624 Revenues payable — 27,242 30,110 — 57,352 Short-term derivative instruments — — 3,289 — 3,289 Total current liabilities 6,245 137,948 154,392 (12,548 ) 286,037 Long-term debt 783,000 — 1,595,413 — 2,378,413 Asset retirement obligations — 9,830 112,701 — 122,531 Deferred tax liabilities 69,431 — 30,986 (5,400 ) 95,017 Other long-term liabilities 8,585 — — — 8,585 Total liabilities 867,261 147,778 1,893,492 (17,948 ) 2,890,583 Equity: Equity 582,410 965,311 1,290,734 (2,256,045 ) 582,410 Noncontrolling interests — — 5,560 1,114,994 1,120,554 Total equity 582,410 965,311 1,296,294 (1,141,051 ) 1,702,964 Total liabilities and equity $ 1,449,671 $ 1,113,089 $ 3,189,786 $ (1,158,999 ) $ 4,593,547 Three Months Ended March 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Oil & natural gas sales $ — $ 87,023 $ 91,949 $ — $ 178,972 Other revenues — — 869 — 869 Total revenues — 87,023 92,818 — 179,841 Costs and expenses: Lease operating — 5,222 40,478 — 45,700 Gathering, processing and transportation — 14,763 8,220 — 22,983 Pipeline operating — — 446 — 446 Exploration — 726 90 — 816 Production and ad valorem taxes — 2,775 6,655 — 9,430 Depreciation, depletion and amortization 968 39,564 51,266 — 91,798 Impairment of proved oil and natural gas properties — — 251,347 — 251,347 Incentive unit compensation expense 10,224 — — — 10,224 General and administrative 10,925 2,051 14,511 — 27,487 Accretion of asset retirement obligations — 123 1,634 — 1,757 (Gain) loss on commodity derivatives (108,190 ) — (145,459 ) — (253,649 ) Total costs and expenses (86,073 ) 65,224 229,188 — 208,339 Operating income (loss) 86,073 21,799 (136,370 ) — (28,498 ) Other income (expense): Interest expense, net (9,757 ) — (28,817 ) — (38,574 ) Equity earnings from subsidiaries 7,021 — — (7,021 ) — Other, net — (49 ) 160 — 111 Total other income (expense) (2,736 ) (49 ) (28,657 ) (7,021 ) (38,463 ) Income before income taxes 83,337 21,750 (165,027 ) (7,021 ) (66,961 ) Income tax benefit (expense) (37,445 ) (10,113 ) 2,370 — (45,188 ) Net income (loss) 45,892 11,637 (162,657 ) (7,021 ) (112,149 ) Net income (loss) attributable to noncontrolling interest — — 159 (158,200 ) (158,041 ) Net income (loss) attributable to Memorial Resource Development Corp. $ 45,892 $ 11,637 $ (162,816 ) $ 151,179 $ 45,892 Three Months Ended March 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) Revenues: Oil & natural gas sales $ — $ 87,733 $ 115,977 $ — $ 203,710 Other revenues — 3 908 — 911 Total revenues — 87,736 116,885 — 204,621 Costs and expenses: Lease operating — 3,235 30,120 — 33,355 Gathering, processing and transportation — 8,557 5,563 — 14,120 Pipeline operating — — 489 — 489 Exploration — 140 6 — 146 Production and ad valorem taxes — 2,573 6,011 — 8,584 Depreciation, depletion and amortization — 25,129 32,550 — 57,679 Incentive unit compensation expense — — 1,023 — 1,023 General and administrative — 6,982 10,757 — 17,739 Accretion of asset retirement obligations — 130 1,391 — 1,521 (Gain) loss on commodity derivatives — 12,716 46,766 — 59,482 (Gain) loss on sale of properties — — (110 ) — (110 ) Other, net — — (12 ) — (12 ) Total costs and expenses — 59,462 134,554 — 194,016 Operating income (loss) — 28,274 (17,669 ) — 10,605 Other income (expense): Interest expense, net — (17,974 ) (16,078 ) — (34,052 ) Equity earnings from subsidiaries — (3,260 ) — 3,260 — Other, net — 31 — — 31 Total other income (expense) — (21,203 ) (16,078 ) 3,260 (34,021 ) Income before income taxes — 7,071 (33,747 ) 3,260 (23,416 ) Income tax benefit (expense) — (25 ) (75 ) — (100 ) Net income (loss) — 7,046 (33,822 ) 3,260 (23,516 ) Net income (loss) attributable to noncontrolling interest — — 55 (31,943 ) (31,888 ) Net income (loss) attributable to Memorial Resource Development Corp. $ — $ 7,046 $ (33,877 ) $ 35,203 $ 8,372 Three Months Ended March 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ 16,404 $ 82,434 $ 71,963 $ 1,015 $ 171,816 Cash flows from investing activities: Acquisitions of oil and natural gas properties — — (3,305 ) — (3,305 ) Additions to oil and gas properties — (86,619 ) (74,375 ) — (160,994 ) Additons to restricted investments — — (1,426 ) — (1,426 ) Additions to other property and equipment (1,687 ) (260 ) — — (1,947 ) Investment in subsidiaries (5,580 ) — — 5,580 — Distribution from subsidiaries 78,076 — — (78,076 ) — Net cash used in investing activities 70,809 (86,879 ) (79,106 ) (72,496 ) (167,672 ) Cash flows from financing activities: Advances on revolving credit facility 104,000 — 166,000 — 270,000 Payments on revolving credit facility (143,000 ) — (5,000 ) — (148,000 ) Repayment of senior notes — — (2,914 ) — (2,914 ) Deferred finance costs — — (10 ) — (10 ) Capital contributions — 3,668 1,912 (5,580 ) — Distribution to equity owners — — (46,315 ) 46,315 — Distribution to noncontrolling interests — — — (46,239 ) (46,239 ) Distributions to MRD — — (78,000 ) 78,000 — MRD equity repurchases (50,000 ) — — — (50,000 ) MEMP equity repurchases — — (28,420 ) — (28,420 ) Other — — (7 ) — (7 ) Net cash provided by financing activities (89,000 ) 3,668 7,246 72,496 (5,590 ) Net change in cash and cash equivalents (1,787 ) (777 ) 103 1,015 (1,446 ) Cash and cash equivalents, beginning of period 2,241 3,762 970 (1,015 ) 5,958 Cash and cash equivalents, end of period $ 454 $ 2,985 $ 1,073 $ — $ 4,512 Three Months Ended March 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) Net cash provided by (used in) operating activities $ — $ 51,864 $ 52,077 $ — $ 103,941 Cash flows from investing activities: Acquisitions of oil and natural gas properties — — (173,000 ) — (173,000 ) Additions to oil and gas properties — (75,227 ) (58,973 ) — (134,200 ) Additons to restricted investments — — (826 ) — (826 ) Additions to other property and equipment — (31 ) — — (31 ) Investment in subsidiaries — (4,146 ) — 4,146 — Distribution from subsidiaries — 4,993 — (4,993 ) — Other — (3 ) (301 ) — (304 ) Net cash used in investing activities — (74,414 ) (233,100 ) (847 ) (308,361 ) Cash flows from financing activities: — Advances on revolving credit facility — 108,000 235,000 — 343,000 Payments on revolving credit facility — (40,000 ) (39,000 ) — (79,000 ) Deferred finance costs — (895 ) (267 ) — (1,162 ) Capital contributions — — 4,146 (4,146 ) — Contributions related to sale of assets to NGP affiliate — — 1,165 — 1,165 Distribution to equity owners — — (36,078 ) 36,078 — Distribution to noncontrolling interests — — — (31,085 ) (31,085 ) Distribution related to assets aquired from NGP affiliates — (63,389 ) (3,304 ) — (66,693 ) Other — — (7 ) — (7 ) Net cash provided by financing activities — 3,716 161,655 847 166,218 Net change in cash and cash equivalents — (18,834 ) (19,368 ) — (38,202 ) Cash and cash equivalents, beginning of period 48,619 29,102 77,721 Cash and cash equivalents, end of period $ — $ 29,785 $ 9,734 $ — $ 39,519 | Note 18. Condensed Consolidating Financial Information The Company owns no operating assets and has no significant operations independent of its subsidiaries. Our obligations under the MRD Senior Notes outstanding are fully and unconditionally guaranteed, jointly and severally, by certain of our 100% owned subsidiaries on a senior unsecured basis. Subsidiaries with noncontrolling interests and certain de minimis subsidiaries are non-guarantors. The following condensed consolidating financial information presents the financial information of the Company on a unconsolidated stand-alone basis and its combined guarantor and combined non-guarantor subsidiaries as of and for the period indicated. Such financial information may not necessarily be indicative of our results of operations, cash flows or financial position had these subsidiaries operated as independent entities. December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 2,241 $ 3,762 $ 970 $ (1,015 ) $ 5,958 Accounts receivable - trade 5,995 44,952 83,346 (2,717 ) 131,576 Accounts receivable - affiliates 10,047 — 28 (10,075 ) — Short-term derivative instruments 131,471 — 208,585 — 340,056 Prepaid expenses and other current assets 5,833 7,993 14,201 — 28,027 Total current assets 155,587 56,707 307,130 (13,807 ) 505,617 Property and equipment, net 16,601 1,050,722 2,470,333 — 3,537,656 Long-term derivative instruments 123,567 — 311,802 — 435,369 Investments in subsidiaries 1,139,792 — — (1,139,792 ) — Other long-term assets 14,124 5,660 100,521 (5,400 ) 114,905 Total assets $ 1,449,671 $ 1,113,089 $ 3,189,786 $ (1,158,999 ) $ 4,593,547 LIABILITIES AND EQUITY Current liabilities: Accounts payable and accrued liabilities $ 6,245 $ 107,068 $ 114,584 $ (3,125 ) $ 224,772 Accounts payable - affiliates — 3,638 6,409 (9,423 ) 624 Revenues payable — 27,242 30,110 — 57,352 Short-term derivative instruments — — 3,289 — 3,289 Total current liabilities 6,245 137,948 154,392 (12,548 ) 286,037 Long-term debt 783,000 — 1,595,413 — 2,378,413 Asset retirement obligations — 9,830 112,701 — 122,531 Deferred tax liabilities 69,431 — 30,986 (5,400 ) 95,017 Other long-term liabilities 8,585 — — — 8,585 Total liabilities 867,261 147,778 1,893,492 (17,948 ) 2,890,583 Equity: Equity 582,410 965,311 1,290,734 (2,256,045 ) 582,410 Noncontrolling interests — — 5,560 1,114,994 1,120,554 Total equity 582,410 965,311 1,296,294 (1,141,051 ) 1,702,964 Total liabilities and equity $ 1,449,671 $ 1,113,089 $ 3,189,786 $ (1,158,999 ) $ 4,593,547 December 31, 2013 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ — $ 48,619 $ 29,102 $ — $ 77,721 Restricted cash — 35,000 — — 35,000 Accounts receivable - trade — 49,655 39,459 (392 ) 88,722 Accounts receivable - affiliates — 8,905 1,532 (5,785 ) 4,652 Short-term derivative instruments — 1,688 7,601 — 9,289 Prepaid expenses and other current assets — 7,783 11,730 — 19,513 Total current assets — 151,650 89,424 (6,177 ) 234,897 Property and equipment, net — 785,914 1,633,790 — 2,419,704 Long-term derivative instruments — 5,960 42,656 — 48,616 Investments in subsidiaries — 288,760 — (288,760 ) — Other long-term assets — 35,137 90,807 — 125,944 Total assets $ — 1,267,421 1,856,677 (294,937 ) 2,829,161 LIABILITIES AND EQUITY Current Liabilities: Accounts payable and accrued liabilities $ — $ 61,865 $ 57,392 $ (393 ) $ 118,864 Accounts payable - affiliates — 7,481 1,017 (6,523 ) 1,975 Revenues payable — 36,307 19,784 — 56,091 Short-term derivative instruments — 1,715 7,996 — 9,711 Total current liabilities — 107,368 86,189 (6,916 ) 186,641 Long-term debt — 871,150 792,067 — 1,663,217 Asset retirement obligations — 9,612 102,067 — 111,679 Long-term derivative instruments — 205 5,875 — 6,080 Deferred tax liabilities — — 1,151 1,955 3,106 Other long-term liabilities — 306 1,955 (1,955 ) 306 Total liabilities — 988,641 989,304 (6,916 ) 1,971,029 Equity: Equity — 277,517 855,768 (855,768 ) 277,517 Noncontrolling interests — 1,263 11,605 567,747 580,615 Total equity — 278,780 867,373 (288,021 ) 858,132 Total liabilities and equity $ — $ 1,267,421 $ 1,856,677 $ (294,937 ) $ 2,829,161 December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) Revenues: Oil & natural gas sales $ — $ 363,114 $ 531,853 $ — $ 894,967 Other revenues 5 7 4,366 — 4,378 Total revenues 5 363,121 536,219 — 899,345 Costs and expenses: Lease operating — 17,570 143,733 — 161,303 Pipeline operating — — 2,068 — 2,068 Exploration — 13,853 2,750 — 16,603 Production and ad valorem taxes — 12,610 33,141 — 45,751 Depreciation, depletion and amortization 1,133 127,105 185,955 — 314,193 Impairment of proved oil and natural gas properties — 24,576 407,540 — 432,116 Incentive unit compensation expense 111,866 831,060 1,023 — 943,949 General and administrative 13,232 25,277 49,164 — 87,673 Accretion of asset retirement obligations — 533 5,773 — 6,306 (Gain) loss on commodity derivatives (277,129 ) 19,395 (492,254 ) — (749,988 ) (Gain) loss on sale of properties — 3,167 (110 ) — 3,057 Other, net — — (12 ) — (12 ) Total costs and expenses (150,898 ) 1,075,146 338,771 — 1,263,019 Operating income (loss) 150,903 (712,025 ) 197,448 — (363,674 ) Other income (expense): Interest expense, net (19,532 ) (30,751 ) (83,550 ) — (133,833 ) Debt extinguishment costs (23,562 ) (13,686 ) — — (37,248 ) Equity earnings from subsidiaries (809,017 ) — — 809,017 — Other, net — 319 (656 ) — (337 ) Total other income (expense) (852,111 ) (44,118 ) (84,206 ) 809,017 (171,418 ) Income before income taxes (701,208 ) (756,143 ) 113,242 809,017 (535,092 ) Income tax benefit (expense) (83,373 ) (19,028 ) 1,430 — (100,971 ) Net income (loss) (784,581 ) (775,171 ) 114,672 809,017 (636,063 ) Net income (loss) attributable to noncontrolling interest — — 32 126,756 126,788 Net income (loss) attributable to Memorial Resource Development Corp. $ (784,581 ) $ (775,171 ) $ 114,640 $ 682,261 $ (762,851 ) December 31, 2013 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) Revenues: Oil & natural gas sales $ — $ 184,757 $ 387,191 $ — $ 571,948 Other revenues — — 3,075 — 3,075 Total revenues — 184,757 390,266 — 575,023 Costs and expenses: Lease operating — 14,710 98,930 — 113,640 Pipeline operating — — 1,835 — 1,835 Exploration — 1,034 1,322 — 2,356 Production and ad valorem taxes — 7,869 19,277 — 27,146 Depreciation, depletion and amortization — 61,990 122,727 — 184,717 Impairment of proved oil and natural gas properties — 128 6,472 — 6,600 Incentive unit compensation expense — 14,353 28,926 — 43,279 General and administrative — 31,674 50,405 — 82,079 Accretion of asset retirement obligations — 516 5,065 — 5,581 (Gain) loss on commodity derivatives — (3,179 ) (26,115 ) — (29,294 ) (Gain) loss on sale of properties — 6,776 (92,397 ) — (85,621 ) Other, net — — 649 — 649 Total costs and expenses — 135,871 217,096 — 352,967 Operating income (loss) — 48,886 173,170 — 222,056 Other income (expense): Interest expense, net — (24,895 ) (44,355 ) — (69,250 ) Equity earnings from subsidiaries — 71,222 — (71,222 ) — Other, net — 141 4 — 145 Total other income (expense) — 46,468 (44,351 ) (71,222 ) (69,105 ) Income before income taxes — 95,354 128,819 (71,222 ) 152,951 Income tax benefit (expense) — (164 ) (1,455 ) — (1,619 ) Net income (loss) — 95,190 127,364 (71,222 ) 151,332 Net income (loss) attributable to noncontrolling interest — — 267 49,563 49,830 Net income (loss) attributable to Memorial Resource Development Corp. $ — $ 95,190 $ 127,097 $ (120,785.00 ) $ 101,502 December 31, 2012 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) Revenues: Oil & natural gas sales $ — $ 100,242 $ 293,389 $ — $ 393,631 Other revenues — — 3,237 — 3,237 Total revenues — 100,242 296,626 — 396,868 Costs and expenses: Lease operating — 14,656 89,529 (431 ) 103,754 Pipeline operating — — 2,114 — 2,114 Exploration — 466 9,334 — 9,800 Production and ad valorem taxes — 8,021 15,603 — 23,624 Depreciation, depletion and amortization — 34,843 103,829 — 138,672 Impairment of proved oil and natural gas properties — 4,250 24,621 — 28,871 Incentive unit compensation expense — 9,510 — — 9,510 General and administrative — 19,525 39,721 431 59,677 Accretion of asset retirement obligations — 487 4,522 — 5,009 (Gain) loss on commodity derivatives — (10,500 ) (24,405 ) — (34,905 ) (Gain) loss on sale of properties — (2 ) (9,759 ) — (9,761 ) Other, net — 459 43 — 502 Total costs and expenses — 81,715 255,152 — 336,867 Operating income (loss) — 18,527 41,474 — 60,001 Other income (expense): Interest expense, net — (8,164 ) (25,074 ) — (33,238 ) Equity earnings from subsidiaries — (16,331 ) — 16,331 — Other, net — 456 (115 ) — 341 Total other income (expense) — (24,039 ) (25,189 ) 16,331 (32,897 ) Income before income taxes — (5,512 ) 16,285 16,331 27,104 Income tax benefit (expense) — — (107 ) — (107 ) Net income (loss) — (5,512 ) 16,178 16,331 26,997 Net income (loss) attributable to noncontrolling interest — — 104 (2,805 ) (2,701 ) Net income (loss) attributable to Memorial Resource Development Corp. $ — $ (5,512.00 ) $ 16,074 $ 19,136 $ 29,698 December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) Net cash provided by (used in) operating activities $ (72,612 ) $ 297,490 $ 251,393 $ — $ 476,271 Cash flows from investing activities: Acquisitions of oil and natural gas properties — (93,909 ) (1,083,761 ) — (1,177,670 ) Additions to oil and gas properties — (376,123 ) (298,273 ) — (674,396 ) Additions to restricted investments — — (3,976 ) — (3,976 ) Additions to other property and equipment (15,980 ) (989 ) (98 ) — (17,067 ) Investment in subsidiaries (696,489 ) — — 696,489 — Distribution from subsidiaries 15,140 74,424 — (89,564 ) — Change in restricted cash — 49,946 — — 49,946 Deposits for property acquisitions — (215 ) — — (215 ) Proceeds from the sale of oil and gas properties — — 6,700 — 6,700 Other — — (301 ) — (301 ) Net cash used in investing activities (697,329 ) (346,866 ) (1,379,709 ) 606,925 (1,816,979 ) Cash flows from financing activities: Advances on revolving credit facilities 1,174,000 126,800 1,446,000 — 2,746,800 Payments on revolving credit facilities (991,000 ) (329,900 ) (1,137,000 ) — (2,457,900 ) Proceeds from the issuances of senior notes 600,000 — 492,425 — 1,092,425 Redemption of senior notes (351,808 ) — — — (351,808 ) Redemption of second lien credit facility — (328,282 ) — — (328,282 ) Deferred financing costs (18,779 ) (61 ) (11,494 ) — (30,334 ) Proceeds from initial public offering 408,500 — — — 408,500 Costs incurred in conjunction with initial public offering (28,373 ) — — — (28,373 ) Proceeds from MEMP public offering — — 553,288 — 553,288 Costs incurred in conjunction with MEMP public offering — — (12,510 ) — (12,510 ) MRD equity repurchases (161 ) — — — (161 ) MEMP equity repurchases — — (11,531 ) — (11,531 ) Restricted MEMP units returned to plan — — (1,012 ) — (1,012 ) Purchase of additional interests in subsidiaries (3,292 ) — — — (3,292 ) Capital contributions — 686,623 9,866 (696,489 ) — Contributions from NGP affiliates related to sale of properties — — 1,165 — 1,165 Distribution to equity owners — (15,000 ) (222,633 ) 237,633 — Distributions to MRD Holdco (17,207 ) (39,520 ) (3,076 ) (59,803 ) Distributions to noncontrolling interests — — — (149,084 ) (149,084 ) Distribution to NGP affiliates related to purchase of assets — (63,389 ) (3,304 ) — (66,693 ) Distribution to NGP affiliates related to sale of assets, net of cash received — (32,770 ) — — (32,770 ) Other 302 18 — 320 Net cash provided by financing activities 772,182 4,519 1,100,184 (607,940 ) 1,268,945 Net change in cash and cash equivalents 2,241 (44,857 ) (28,132 ) (1,015 ) (71,763 ) Cash and cash equivalents, beginning of period — 48,619 29,102 — 77,721 Cash and cash equivalents, end of period $ 2,241 $ 3,762 $ 970 $ (1,015 ) $ 5,958 December 31, 2013 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) Net cash provided by (used in) operating activities $ — $ 93,864 $ 183,959 $ — $ 277,823 Cash flows from investing activities: Acquisitions of oil and natural gas properties — (67,098 ) (38,664 ) — (105,762 ) Additions to oil and gas properties — (164,850 ) (195,165 ) — (360,015 ) Additions to restricted investments — — (5,361 ) — (5,361 ) Additions to other property and equipment — (2,432 ) (238 ) — (2,670 ) Investment in subsidiaries — (93,433 ) — 93,433 — Distribution from subsidiaries — 273,694 — (273,694 ) — Change in restricted cash — (49,347 ) — — (49,347 ) Proceeds from the sale of oil and gas properties — 33,152 122,560 155,712 Net cash used in investing activities — (70,314 ) (116,868 ) (180,261 ) (367,443 ) Cash flows from financing activities: Advances on revolving credit facilities — 174,400 958,355 — 1,132,755 Payments on revolving credit facilities — (200,500 ) (1,565,537 ) — (1,766,037 ) Proceeds from the issuances of senior notes — 343,000 688,563 — 1,031,563 Borrowings under second lien credit facility — 325,000 — — 325,000 Deferred financing costs — (20,250 ) (20,925 ) — (41,175 ) Proceeds from MEMP public offering — — 511,204 — 511,204 Costs incurred in conjunction with MEMP public offering — — (21,066 ) — (21,066 ) Proceeds from changes in ownership interests in MEMP — 135,012 — — 135,012 Purchase of additional interests in subsidiaries — (15,135 ) — — (15,135 ) Capital contributions — — 93,433 (93,433 ) — Contributions from previous owners — — 1,214 — 1,214 Contributions from NGP affiliates related to sale of properties — — 2,013 — 2,013 Distributions to the Funds — (732,362 ) — — (732,362 ) Distribution to equity owners — — (351,777 ) 351,777 — Distributions to noncontrolling interests — — — (78,083 ) (78,083 ) Distribution to NGP affiliates related to purchase of assets — — (355,494 ) — (355,494 ) Distributions made by previous owners — (2,590 ) (1,415 ) — (4,005 ) Equity repurchases — — — — — Cash retained by previous owners — — (7,909 ) — (7,909 ) Other — (129 ) 584 — 455 Net cash provided by financing activities — 6,446 (68,757 ) 180,261 117,950 Net change in cash and cash equivalents — 29,996 (1,666 ) — 28,330 Cash and cash equivalents, beginning of period — 18,623 30,768 — 49,391 Cash and cash equivalents, end of period $ — $ 48,619 $ 29,102 $ — $ 77,721 December 31, 2012 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidation (In thousands) Net cash provided by (used in) operating activities $ — $ 56,443 $ 183,961 $ — $ 240,404 Cash flows from investing activities: Acquisitions of oil and natural gas properties — (83,055 ) (277,623 ) — (360,678 ) Additions to oil and gas properties — (85,431 ) (187,903 ) — (273,334 ) Additions to restricted investments — — (4,599 ) — (4,599 ) Additions to other property and equipment — (926 ) (1,748 ) — (2,674 ) Investment in subsidiaries — (718 ) — 718 — Distribution from subsidiaries — 22,979 — (22,979 ) — Change in restricted cash — (3 ) — — (3 ) Proceeds from the sale of oil and gas properties — — 34,521 — 34,521 Other — — 29 — 29 Net cash used in investing activities — (147,154 ) (437,323 ) (22,261 ) (606,738 ) Cash flows from financing activities: Advances on revolving credit facilities — 122,950 496,500 — 619,450 Payments on revolving credit facilities — (24,750 ) (226,819 ) — (251,569 ) Deferred financing costs — (1,109 ) (2,392 ) — (3,501 ) Capital contributions — — 718 (718 ) — Contributions from previous owners — — 44,072 — 44,072 Contributions from NGP affiliates related to sale of properties — — 45,158 — 45,158 Proceeds from MEMP public offering — — 202,573 — 202,573 Costs incurred in conjunction with MEMP public offering — — (8,268 ) — (8,268 ) Distributions to equity owners — — (38,187 ) 38,187 — Distribution to NGP affiliates related to purchase of assets — — (242,174 ) — (242,174 ) Distributions to noncontrolling interests — — — (15,208 ) (15,208 ) Distributions made by previous owners — (2,282 ) (26,490 ) — (28,772 ) Net cash provided by financing activities — 94,809 244,691 22,261 361,761 Net change in cash and cash equivalents — 4,098 (8,671 ) — (4,573 ) Cash and cash equivalents, beginning of period — 14,525 39,439 — 53,964 Cash and cash equivalents, end of period $ — $ 18,623 $ 30,768 $ — $ 49,391 |