Condensed Consolidating Financial Information | Note 16. 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 (i.e. MEMP) 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. As of June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 1,485 $ 3,053 $ 163 $ — $ 4,701 Accounts receivable - trade 4,776 48,370 62,311 (6,118 ) 109,339 Accounts receivable - affiliates 8,783 — 1,069 (9,852 ) — Short-term derivative instruments 117,401 — 172,644 — 290,045 Prepaid expenses and other current assets 4,670 10,322 14,890 — 29,882 Total current assets 137,115 61,745 251,077 (15,970 ) 433,967 Property and equipment, net 17,433 1,187,230 2,265,256 — 3,469,919 Long-term derivative instruments 145,086 — 316,758 — 461,844 Investments in subsidiaries 1,025,875 — — (1,025,875 ) — Other long-term assets 13,211 — 101,362 — 114,573 Total assets $ 1,338,720 $ 1,248,975 $ 2,934,453 $ (1,041,845 ) $ 4,480,303 LIABILITIES AND EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 19,413 $ 143,658 $ 112,259 $ (697 ) $ 274,633 Accounts payable - affiliates 20 19,257 618 (14,711 ) 5,184 Revenues payable 142 35,080 31,718 — 66,940 Short-term derivative instruments 6 — 2,980 — 2,986 Total current liabilities 19,581 197,995 147,575 (15,408 ) 349,743 Long-term debt 765,000 — 1,823,650 — 2,588,650 Asset retirement obligations — 7,743 118,965 — 126,708 Long-term derivative instruments 5 — 669 — 674 Deferred tax liabilities 60,660 17,656 2,359 — 80,675 Other long-term liabilities 7,394 — — — 7,394 Total liabilities 852,640 223,394 2,093,218 (15,408 ) 3,153,844 Equity: — Equity 486,080 1,025,581 835,451 (1,861,032 ) 486,080 Noncontrolling interest — — 5,784 834,595 840,379 Total equity 486,080 1,025,581 841,235 (1,026,437 ) 1,326,459 Total liabilities & equity $ 1,338,720 $ 1,248,975 $ 2,934,453 $ (1,041,845 ) $ 4,480,303 As of December 30, 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 expenses $ 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 interest — — 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 & equity $ 1,449,671 $ 1,113,089 $ 3,189,786 $ (1,158,999 ) $ 4,593,547 Three Months Ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Oil & natural gas sales $ — $ 78,605 $ 97,221 $ — $ 175,826 Other income — — 917 — 917 Total revenues — 78,605 98,138 — 176,743 Costs and expenses: Lease operating — 3,854 44,888 — 48,742 Gathering, processing and transportation — 14,289 9,048 — 23,337 Gathering, processing and transportation - affiliate — 3,813 — — 3,813 Pipeline operating — — 500 — 500 Exploration — 2,230 32 — 2,262 Production and ad valorem taxes — 3,140 6,058 — 9,198 Depreciation, depletion and amortization 1,084 34,743 46,286 — 82,113 Incentive unit compensation expense 16,116 — — — 16,116 General and administrative 10,404 (81 ) 14,377 — 24,700 Accretion of asset retirement obligations — 93 1,686 — 1,779 (Gain) loss on commodity derivatives 30,463 — 61,403 — 91,866 (Gain) loss on sale of properties — 50 — — 50 Other, net — — (943 ) — (943 ) Total costs and expenses 58,067 62,131 183,335 — 303,533 Operating income (loss) (58,067 ) 16,474 (85,197 ) — (126,790 ) Other income (expense): Interest expense, net (9,526 ) (87 ) (27,910 ) — (37,523 ) Equity earnings from subsidiaries 7,469 — — (7,469 ) — Other, net — (52 ) 124 — 72 Total other income (expense) (2,057 ) (139 ) (27,786 ) (7,469 ) (37,451 ) Income before income taxes (60,124 ) 16,335 (112,983 ) (7,469 ) (164,241 ) Income tax benefit (expense) 33,422 (8,778 ) (876 ) — 23,768 Net income (loss) (26,702 ) 7,557 (113,859 ) (7,469 ) (140,473 ) Net income (loss) attributable to noncontrolling interest — — 65 (113,836 ) (113,771 ) Net income (loss) attributable to Memorial Resource Development Corp. $ (26,702 ) $ 7,557 $ (113,924 ) $ 106,367 $ (26,702 ) Three Months Ended June 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Oil & natural gas sales $ — $ 110,566 $ 142,870 $ — $ 253,436 Other income — 3 1,338 — 1,341 Total revenues — 110,569 144,208 — 254,777 Costs and expenses: Lease operating — 4,793 27,528 — 32,321 Gathering, processing and transportation — 10,295 7,591 — 17,886 Pipeline operating — — 676 — 676 Exploration — 940 204 — 1,144 Production and ad valorem taxes — 3,581 7,418 — 10,999 Depreciation, depletion and amortization — 30,814 42,966 — 73,780 Incentive unit compensation expense 111,757 831,060 — — 942,817 General and administrative 175 10,579 11,372 — 22,126 Accretion of asset retirement obligations — 127 1,400 — 1,527 (Gain) loss on commodity derivatives (3,435 ) 6,679 138,346 — 141,590 (Gain) loss on sale of properties — 3,167 — — 3,167 Total costs and expenses 108,497 902,035 237,501 — 1,248,033 Operating income (loss) (108,497 ) (791,466 ) (93,293 ) — (993,256 ) Other income (expense): Interest expense, net (976 ) (15,518 ) (18,037 ) — (34,531 ) Debt extinguishment costs (23,562 ) (13,686 ) — — (37,248 ) Equity earnings from subsidiaries (836,746 ) 3,260 — 833,486 — Other, net — 56 — — 56 Total other income (expense) (861,284 ) (25,888 ) (18,037 ) 833,486 (71,723 ) Income before income taxes (969,781 ) (817,354 ) (111,330 ) 833,486 (1,064,979 ) Income tax benefit (expense) 8,074 3,772 (310 ) — 11,536 Net income (loss) (961,707 ) (813,582 ) (111,640 ) 833,486 (1,053,443 ) Net income (loss) attributable to noncontrolling interest — — (12 ) (105,082 ) (105,094 ) Net income (loss) attributable to Memorial Resource Development Corp. $ (961,707 ) $ (813,582 ) $ (111,628 ) $ 938,568 $ (948,349 ) Six Months Ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Oil & natural gas sales $ — $ 165,628 $ 189,170 $ — $ 354,798 Other income — — 1,786 — 1,786 Total revenues — 165,628 190,956 — 356,584 Costs and expenses: Lease operating — 9,076 85,366 — 94,442 Gathering, processing and transportation — 29,052 17,268 — 46,320 Gathering, processing and transportation -affiliate — 3,813 — — 3,813 Pipeline operating — — 946 — 946 Exploration — 2,956 122 — 3,078 Production and ad valorem taxes — 5,915 12,713 — 18,628 Depreciation, depletion and amortization 2,052 74,307 97,552 — 173,911 Impairment of proved oil and natural gas properties — — 251,347 — 251,347 Incentive unit compensation expense 26,340 — — — 26,340 General and administrative 21,329 1,970 28,888 — 52,187 Accretion of asset retirement obligations — 216 3,320 — 3,536 (Gain) loss on commodity derivatives (77,727 ) — (84,056 ) — (161,783 ) (Gain) loss on sale of properties — 50 — — 50 Other, net — — (943 ) — (943 ) Total costs and expenses (28,006 ) 127,355 412,523 — 511,872 Operating income (loss) 28,006 38,273 (221,567 ) — (155,288 ) Other income (expense): Interest expense, net (19,282 ) (87 ) (56,728 ) — (76,097 ) Equity earnings from subsidiaries 17,343 — — (17,343 ) — Other, net — (101 ) 284 — 183 Total other income (expense) (1,939 ) (188 ) (56,444 ) (17,343 ) (75,914 ) Income before income taxes 26,067 38,085 (278,011 ) (17,343 ) (231,202 ) Income tax benefit (expense) (4,023 ) (18,891 ) 1,494 — (21,420 ) Net income (loss) 22,044 19,194 (276,517 ) (17,343 ) (252,622 ) Net income (loss) attributable to noncontrolling interest — — 224 (274,890 ) (274,666 ) Net income (loss) attributable to Memorial Resource Development Corp. $ 22,044 $ 19,194 $ (276,741 ) $ 257,547 $ 22,044 Six Months Ended June 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) Revenues: Oil & natural gas sales $ — $ 198,299 $ 258,847 $ — $ 457,146 Other income — 6 2,246 — 2,252 Total revenues — 198,305 261,093 — 459,398 Costs and expenses: Lease operating — 8,028 57,648 — 65,676 Gathering, processing and transportation — 18,852 13,154 — 32,006 Pipeline operating — — 1,165 — 1,165 Exploration — 1,080 210 — 1,290 Production and ad valorem taxes — 6,154 13,429 — 19,583 Depreciation, depletion and amortization — 55,943 75,516 — 131,459 Incentive unit compensation expense 111,757 831,060 1,023 — 943,840 General and administrative 175 17,561 22,129 — 39,865 Accretion of asset retirement obligations — 257 2,791 — 3,048 (Gain) loss on commodity derivatives (3,435 ) 19,395 185,112 — 201,072 (Gain) loss on sale of properties — 3,167 (110 ) — 3,057 Other, net — — (12 ) — (12 ) Total costs and expenses 108,497 961,497 372,055 — 1,442,049 Operating income (loss) (108,497 ) (763,192 ) (110,962 ) — (982,651 ) Other income (expense): Interest expense, net (976 ) (33,492 ) (34,115 ) — (68,583 ) Debt extinguishment costs (23,562 ) (13,686 ) — — (37,248 ) Equity earnings from subsidiaries (836,746 ) — — 836,746 — Other, net — 87 — — 87 Total other income (expense) (861,284 ) (47,091 ) (34,115 ) 836,746 (105,744 ) Income before income taxes (969,781 ) (810,283 ) (145,077 ) 836,746 (1,088,395 ) Income tax benefit (expense) 8,074 3,747 (385 ) — 11,436 Net income (loss) (961,707 ) (806,536 ) (145,462 ) 836,746 (1,076,959 ) Net income (loss) attributable to noncontrolling interest — — 43 (137,025 ) (136,982 ) Net income (loss) attributable to Memorial Resource Development Corp. (961,707 ) (806,536 ) (145,505 ) 973,771 (939,977 ) Six Months Ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by (used in) operating activities $ 37,045 $ 152,009 $ 111,718 $ 1,015 $ 301,787 Cash flows from investing activities: Acquisitions of oil and natural gas properties — — (6,095 ) — (6,095 ) Acquisition post-closing adjustment receipts — — 9,570 — 9,570 Additions to oil and gas properties — (207,103 ) (128,323 ) — (335,426 ) Additions to other property and equipment (2,871 ) (416 ) (83 ) — (3,370 ) Additions to restricted investments — — (2,735 ) — (2,735 ) Investments in subsidiaries (44,280 ) — — 44,280 — Distributions from subsidiaries 78,547 — — (78,547 ) — Proceeds from the sale of oil and gas properties — 13,612 — — 13,612 Net cash used in investing activities 31,396 (193,907 ) (127,666 ) (34,267 ) (324,444 ) Cash flows from financing activities: Advances on revolving credit facility 181,000 — 252,000 — 433,000 Payments on revolving credit facility (199,000 ) — (22,000 ) — (221,000 ) Repayment of senior notes — — (2,914 ) — (2,914 ) Deferred finance costs — — (235 ) — (235 ) Capital contributions — 41,189 3,091 (44,280 ) — Distributions to MRD — — (78,396 ) 78,396 — Distribution to partners — — (92,628 ) 92,628 — Distribution to noncontrolling interests — — — (92,477 ) (92,477 ) Repurchases of equity (51,197 ) — (43,777 ) — (94,974 ) Net cash provided by financing activities (69,197 ) 41,189 15,141 34,267 21,400 Net change in cash and cash equivalents (756 ) (709 ) (807 ) 1,015 (1,257 ) Cash and cash equivalents, beginning of period 2,241 3,762 970 (1,015 ) 5,958 Cash and cash equivalents, end of period $ 1,485 $ 3,053 $ 163 $ — $ 4,701 Six Months Ended June 30, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) Net cash provided by (used in) operating activities $ (5,169 ) $ 73,471 $ 109,445 $ — $ 177,747 Cash flows from investing activities: Acquisitions of oil and natural gas properties — — (173,000 ) — (173,000 ) Additions to oil and gas properties — (155,362 ) (138,205 ) — (293,567 ) Additions to other property and equipment (263 ) (1,005 ) — — (1,268 ) Additions to restricted investments — — (2,121 ) — (2,121 ) Investments in subsidiaries (616,353 ) (3,304 ) — 619,657 — Distributions from subsidiaries — 48,596 — (48,596 ) — Change in restricted cash — 49,946 — — 49,946 Deposits for property acquisitions — — (70,125 ) — (70,125 ) Proceeds from the sale of oil and gas properties — — 6,700 — 6,700 Other — — (301 ) — (301 ) Net cash used in investing activities (616,616 ) (61,129 ) (377,052 ) 571,061 (483,736 ) Cash flows from financing activities: Advances on revolving credit facility 1,004,000 126,800 418,000 — 1,548,800 Payments on revolving credit facility (385,000 ) (329,900 ) (62,000 ) — (776,900 ) Termination of second lien credit facility — (328,282 ) — — (328,282 ) Redemption of senior notes (351,808 ) — — — (351,808 ) Deferred finance costs (4,679 ) (965 ) (590 ) — (6,234 ) Proceeds from MRD initial public offering 408,500 — — — 408,500 Costs incurred in conjunction with initial public offering (26,875 ) — — — (26,875 ) Capital contributions — 614,350 5,307 (619,657 ) — Contributions from NGP affiliates related to sale of properties — — 1,165 — 1,165 Purchase of additional interests in subsidiaries (3,292 ) — — — (3,292 ) Distribution to equity owners — — (110,440 ) 110,440 — Distribution to NGP affiliates related to purchase of assets — (63,389 ) (3,304 ) — (66,693 ) Distribution to noncontrolling interests — — — (61,844 ) (61,844 ) Distributions to MRD Holdco (17,207 ) (39,520 ) (3,076 ) — (59,803 ) Distribution to NGP affiliates related to sale of assets, net of cash received — (32,770 ) — — (32,770 ) Other — 270 — — 270 Net cash provided by financing activities 623,639 (53,406 ) 245,062 (571,061 ) 244,234 Net change in cash and cash equivalents 1,854 (41,064 ) (22,545 ) — (61,755 ) Cash and cash equivalents, beginning of period — 48,619 29,102 — 77,721 Cash and cash equivalents, end of period $ 1,854 $ 7,555 $ 6,557 $ — $ 15,966 |