Condensed Consolidating Financial Information | Note 18. Condensed Consolidating Financial Information We own no operating assets and have no significant operations independent of our subsidiaries. Our obligations under our 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 our financial information on a unconsolidated stand-alone basis and our combined guarantor and combined non-guarantor subsidiaries as of and for the periods 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 December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 2,986 $ — $ — $ (2,986 ) $ — Accounts receivable - trade 7,850 48,372 — (3,530 ) 52,692 Accounts receivable - affiliates 9,525 — — (9,525 ) — Short-term derivative instruments 227,991 — — — 227,991 Other financial assets 46,106 — — — 46,106 Prepaid expenses and other current assets 2,318 1,056 — — 3,374 Assets of discontinued operations — 3,779 340,186 1,576 345,541 Total current assets 296,776 53,207 340,186 (14,465 ) 675,704 Property and equipment, net 15,825 1,728,622 — — 1,744,447 Long-term derivative instruments 91,292 — — — 91,292 Investments in subsidiaries 1,482,847 — — (1,482,847 ) — Other long-term assets 4,976 — — — 4,976 Assets of discontinued operations — 614 2,565,816 — 2,566,430 Total assets $ 1,891,716 $ 1,782,443 $ 2,906,002 $ (1,497,312 ) $ 5,082,849 LIABILITIES AND EQUITY Current Liabilities: Accounts payable and accrued liabilities $ 26,796 $ 66,133 $ — $ 1,004 $ 93,933 Accounts payable - affiliates — 17,339 — (12,323 ) 5,016 Revenues payable 80 33,946 — — 34,026 Liabilities of discontinued operations — 1,517 93,408 (3,146 ) 91,779 Total current liabilities 26,876 118,935 93,408 (14,465 ) 224,754 Long-term debt 1,012,064 — — — 1,012,064 Asset retirement obligations — 10,079 — — 10,079 Deferred tax liabilities 22,754 170,979 — — 193,733 Other long-term liabilities 7,195 — — — 7,195 Liabilities of discontinued operations — — 2,167,103 — 2,167,103 Total liabilities 1,068,889 299,993 2,260,511 (14,465 ) 3,614,928 Equity: Equity 822,827 1,482,450 645,491 (2,127,941 ) 822,827 Noncontrolling interest — — — 645,094 645,094 Total equity 822,827 1,482,450 645,491 (1,482,847 ) 1,467,921 Total liabilities & equity $ 1,891,716 $ 1,782,443 $ 2,906,002 $ (1,497,312 ) $ 5,082,849 As of December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) ASSETS Current assets: Cash and cash equivalents $ 2,241 $ 1,123 $ — $ — $ 3,364 Accounts receivable- trade 5,995 29,804 — (2,721 ) 33,078 Accounts receivable - affiliates 10,047 — — (10,047 ) — Short-term derivative instruments 131,471 — — — 131,471 Prepaid expenses and other current assets 4,178 7,166 — — 11,344 Assets of discontinued operations — 18,614 303,961 (1,039 ) 321,536 Total current assets 153,932 56,707 303,961 (13,807 ) 500,793 Property and equipment, net 16,601 1,050,043 — — 1,066,644 Long-term derivative instruments 123,567 — — — 123,567 Investments in subsidiaries 1,139,792 — — (1,139,792 ) — Other long-term assets 3,324 260 — 2 3,586 Assets of discontinued operations — 679 2,864,559 (2 ) 2,865,236 Total assets $ 1,437,216 $ 1,107,689 $ 3,168,520 $ (1,153,599 ) $ 4,559,826 LIABILITIES AND EQUITY Current Liabilities: Accounts payable and accrued expenses $ 6,245 $ 49,075 $ — $ (3,125 ) $ 52,195 Accounts payable - affiliates — 160 — — 160 Revenues payable — 21,807 — — 21,807 Liabilities of discontinued operations — 16,384 152,985 (9,423 ) 159,946 Total current liabilities 6,245 87,426 152,985 (12,548 ) 234,108 Long-term debt 770,545 — — — 770,545 Asset retirement obligations — 9,829 — — 9,829 Deferred tax liabilities 69,431 45,122 — 46 114,599 Other long-term liabilities 8,585 — — — 8,585 Liabilities of discontinued operations — 1 1,719,241 (46 ) 1,719,196 Total liabilities 854,806 142,378 1,872,226 (12,548 ) 2,856,862 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 $ 1,437,216 $ 1,107,689 $ 3,168,520 $ (1,153,599 ) $ 4,559,826 December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Oil & natural gas sales $ — $ 374,042 $ — $ — $ 374,042 Total revenues — 374,042 — — 374,042 Costs and expenses: Lease operating — 24,904 — (1 ) 24,903 Gathering, processing and transportation — 72,555 — (1 ) 72,554 Gathering, processing, and transportation - affiliate — 25,403 — — 25,403 Exploration — 8,969 — — 8,969 Taxes other than income 3,833 11,063 — — 14,896 Depreciation, depletion and amortization 4,191 184,551 — — 188,742 Incentive unit compensation expense 35,142 — — — 35,142 General and administrative 43,624 2,664 — — 46,288 Accretion of asset retirement obligations — 418 — (1 ) 417 (Gain) loss on commodity derivatives (281,250 ) — — 1 (281,249 ) (Gain) loss on sale of properties — (47 ) — — (47 ) Total costs and expenses (194,460 ) 330,480 — (2 ) 136,018 Operating income (loss) 194,460 43,562 — 2 238,024 Other income (expense): Interest expense, net (39,308 ) (88 ) — — (39,396 ) Equity earnings from subsidiaries 16,434 — — (16,434 ) — Other, net (100 ) (922 ) — — (1,022 ) Total other income (expense) (22,974 ) (1,010 ) — (16,434 ) (40,418 ) Income before income taxes 171,486 42,552 — (16,432 ) 197,606 Income tax benefit (expense) (75,838 ) (24,167 ) — — (100,005 ) Net income (loss) from continuing operations 95,648 18,385 — (16,432 ) 97,601 Discontinued Operations Income (loss) before income taxes — — (397,664 ) (2 ) (397,666 ) Income tax benefit (expense) — — 2,175 — 2,175 Net income (loss) from discontinued operations — — (395,489 ) (2 ) (395,491 ) Net income (loss) 95,648 18,385 (395,489 ) (16,434 ) (297,890 ) Net income (loss) attributable to noncontrolling interest — — 386 (393,924 ) (393,538 ) Net income (loss) attributable to Memorial Resource Development Corp. $ 95,648 $ 18,385 $ (395,875 ) $ 377,490 $ 95,648 December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Revenues: Oil & natural gas sales $ — $ 409,070 $ — $ — $ 409,070 Other income 5 7 — — 12 Total revenues 5 409,077 — — 409,082 Costs and expenses: Lease operating — 17,570 — — 17,570 Gathering, processing and transportation — 45,956 — — 45,956 Exploration — 13,853 — — 13,853 Taxes other than income — 12,610 — — 12,610 Depreciation, depletion and amortization 1,133 127,105 — — 128,238 Impairment of proved oil and natural gas properties — 24,576 — — 24,576 Incentive unit compensation expense 111,866 831,060 1,023 — 943,949 General and administrative 13,232 25,277 16 24 38,549 Accretion of asset retirement obligations — 533 — — 533 (Gain) loss on commodity derivatives (277,129 ) 19,395 — — (257,734 ) (Gain) loss on sale of properties — 3,167 (110 ) — 3,057 Other, net — — — (1 ) (1 ) Total costs and expenses (150,898 ) 1,121,102 929 23 971,156 Operating income (loss) 150,903 (712,025 ) (929 ) (23 ) (562,074 ) Other income (expense): Interest expense, net (19,532 ) (30,751 ) — — (50,283 ) Loss on extinguishment of debt (23,562 ) (13,686 ) — — (37,248 ) Equity earnings from subsidiaries (809,017 ) — — 809,017 — Other, net — 319 — 1 320 Total other income (expense) (852,111 ) (44,118 ) — 809,018 (87,211 ) Income before income taxes (701,208 ) (756,143 ) (929 ) 808,995 (649,285 ) Income tax benefit (expense) (83,373 ) (19,028 ) — 9 (102,392 ) Net income (loss) (784,581 ) (775,171 ) (929 ) 809,004 (751,677 ) Discontinued Operations Income (loss) before income taxes — — 114,171 22 114,193 Income tax benefit (expense) — — 1,430 (9 ) 1,421 Net income (loss) from discontinued operations — — 115,601 13 115,614 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 $ — $ 202,423 $ 17,129 $ — $ 219,552 Total revenues — 202,423 17,129 — 219,552 Costs and expenses: Lease operating — 14,710 2,605 (108 ) 17,207 Gathering, processing and transportation — 17,666 — — 17,666 Exploration — 1,034 — — 1,034 Taxes other than income — 7,869 830 — 8,699 Depreciation, depletion and amortization — 61,990 8,913 — 70,903 Impairment of proved oil and natural gas properties — 128 2,400 — 2,528 Incentive unit compensation expense — 14,353 20,644 — 34,997 General and administrative — 31,674 3,616 124 35,414 Accretion of asset retirement obligations — 516 77 — 593 (Gain) loss on commodity derivatives — (3,179 ) 18 — (3,161 ) (Gain) loss on sale of properties — 6,776 (89,549 ) — (82,773 ) Other, net — — 2 — 2 Total costs and expenses — 153,537 (50,444 ) 16 103,109 Operating income (loss) — 48,886 67,573 (16 ) 116,443 Other income (expense): Interest expense, net — (24,895 ) (53 ) — (24,948 ) Equity earnings from subsidiaries — 71,222 — (71,222 ) — Other, net — 141 2 — 143 Total other income (expense) — 46,468 (51 ) (71,222 ) (24,805 ) Income before income taxes — 95,354 67,522 (71,238 ) 91,638 Income tax benefit (expense) — (164 ) (1,147 ) — (1,311 ) Net income (loss) — 95,190 66,375 (71,238 ) 90,327 Discontinued Operations Income (loss) before income taxes — — 61,297 16 61,313 Income tax benefit (expense) — — (308 ) — (308 ) Net income (loss) from discontinued operations — — 60,989 16 61,005 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 ) $ 101,502 December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (In thousands) Net cash provided by continuing operations $ 45,528 $ 373,155 $ — $ (5,941 ) $ 412,742 Net cash provided (used in) by discontinued operations — (1,127 ) 216,750 5,546 221,169 Net cash provided by (used in) operating activities 45,528 372,028 216,750 (395 ) 633,911 Cash flows from investing activities: Acquisitions of oil and natural gas properties — (291,536 ) — — (291,536 ) Additions to oil and gas properties — (594,901 ) — — (594,901 ) Additions to other property and equipment (3,401 ) (452 ) — — (3,853 ) Additions to restricted investments — — — — — Other financial hybrid instruments (46,106 ) — — — (46,106 ) Investments in subsidiaries (499,336 ) — — 499,336 — Distributions from subsidiaries 78,648 — — (78,648 ) — Proceeds from the sale of oil and gas properties — 13,612 — — 13,612 Net cash used in continuing operations (470,195 ) (873,277 ) — 420,688 (922,784 ) Net cash used in discontinued operations — 63 (337,568 ) — (337,505 ) Net cash used in investing activities (470,195 ) (873,214 ) (337,568 ) 420,688 (1,260,289 ) Cash flows from financing activities: Advances on revolving credit facility 798,000 — — — 798,000 Payments on revolving credit facility (558,000 ) — — — (558,000 ) Deferred finance costs (1,498 ) — — — (1,498 ) Proceeds from MRD equity offering 242,880 — — — 242,880 Costs incurred in conjunction with MRD equity offering (4,773 ) — — — (4,773 ) Capital contributions — 497,424 — (497,424 ) — Repurchases of equity (51,197 ) — — — (51,197 ) Net cash used in continuing operations 425,412 497,424 — (497,424 ) 425,412 Net cash used in discontinued operations — — 120,447 76,736 197,183 Net cash provided by financing activities 425,412 497,424 120,447 (420,688 ) 622,595 Net change in cash and cash equivalents 745 (3,762 ) (371 ) (395 ) (3,783 ) Add: cash balance included in assets of discontinued operations at beginning of period — 2,639 970 (1,015 ) 2,594 Less: cash balance included in assets of discontinued operations at end of period — — 599 1,576 2,175 Cash and cash equivalents, beginning of period 2,241 1,123 — — 3,364 Cash and cash equivalents, end of period $ 2,986 $ — $ — $ (2,986 ) $ — December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) Net cash provided by (used in) continuing operations $ (72,612 ) $ 299,206 $ (2,879 ) $ 1,975 $ 225,690 Net cash provided by (used in) discontinued operations — (1,716 ) 254,272 (1,975 ) 250,581 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 ) — — (93,909 ) Additions to oil and gas properties — (376,123 ) — 1 (376,122 ) Additions to other property and equipment (15,980 ) (851 ) — — (16,831 ) Investments in subsidiaries (696,489 ) — — 696,489 — Distributions 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 — — (300 ) (1 ) (301 ) Net cash used in continuing operations (697,329 ) (346,728 ) 6,400 606,925 (430,732 ) Net cash used in discontinued operations — (138 ) (1,386,109 ) — (1,386,247 ) 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 facility 1,174,000 126,800 — — 1,300,800 Payments on revolving credit facility (991,000 ) (329,900 ) — — (1,320,900 ) Termination of second lien credit facility — (328,282 ) — — (328,282 ) Proceeds from the issuances of senior notes 600,000 — — — 600,000 Redemption of senior notes (351,808 ) — — — (351,808 ) Deferred finance costs (18,779 ) (61 ) — — (18,840 ) Proceeds from MRD initial public offering 408,500 — — — 408,500 Costs incurred in conjunction with initial public offering (28,373 ) — — — (28,373 ) MRD equity repurchases (161 ) — — — (161 ) Capital contributions — 686,623 — (686,623 ) — 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 — (15,000 ) (2,315 ) 17,315 — Distribution to NGP affiliates related to purchase of assets — (63,389 ) (3,304 ) — (66,693 ) Distribution to noncontrolling interests — — — (376 ) (376 ) 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 302 18 — — 320 Net cash used in continuing operations 772,182 4,519 (7,530 ) (669,684 ) 99,487 Net cash used in discontinued operations — — 1,107,714 61,744 1,169,458 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 ) Add: cash balance included in assets of discontinued operations at beginning of period — 4,493 21,698 — 26,191 Less: cash balance included in assets of discontinued operations at end of period — 2,639 970 (1,015 ) 2,594 Cash and cash equivalents, beginning of period — 44,126 7,404 — 51,530 Cash and cash equivalents, end of period $ 2,241 $ 1,123 $ — $ — $ 3,364 December 31, 2013 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Combined & Consolidated (In thousands) Net cash provided by (used in) continuing operations $ — $ 92,997 $ (17,702 ) $ 13,177 $ 88,472 Net cash provided by (used in) discontinued operations — 867 201,661 (13,177 ) 189,351 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 ) — — (67,098 ) Additions to oil and gas properties — (164,850 ) (20,344 ) — (185,194 ) Additions to other property and equipment — (2,307 ) — — (2,307 ) 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 — 33,152 118,035 151,187 Net cash used in continuing operations — (70,189 ) 97,691 (180,261 ) (152,759 ) Net cash used in discontinued operations — (125 ) (214,559 ) — (214,684 ) 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 — — 174,400 Payments on revolving credit facilities — (200,500 ) — — (200,500 ) Proceeds from the issuances of senior notes — 343,000 — — 343,000 Borrowings under second lien credit facility — 325,000 — — 325,000 Deferred financing costs — (20,250 ) — (1 ) (20,251 ) Proceeds from changes in ownership interests in MEMP — 135,012 — — 135,012 Purchase of additional interests in subsidiaries — (15,135 ) — — (15,135 ) Distributions to the Funds — (732,362 ) — — (732,362 ) Distribution to equity owners — — (74,787 ) 74,787 — Distributions to noncontrolling interests — — — (7,446 ) (7,446 ) Distributions made by previous owners — (2,590 ) — — (2,590 ) Other — (129 ) — 200 71 Net cash used in continuing operations — 6,446 (74,787 ) 67,540 (801 ) Net cash used in discontinued operations — — 6,030 112,721 118,751 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 Add: cash balance included in assets of discontinued operations at beginning of period — 3,751 28,585 — 32,336 Less: cash balance included in assets of discontinued operations at end of period — 4,493 21,698 — 26,191 Cash and cash equivalents, beginning of period — 14,872 2,183 — 17,055 Cash and cash equivalents, end of period $ — $ 44,126 $ 7,404 $ — $ 51,530 |