Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION On October 17, 2012, December 21, 2012, and August 18, 2014, the Company issued an aggregate of $600.0 million principal amount of its 7.75% Senior Notes. The October Notes and the December Notes were exchanged for substantially identical notes in the same aggregate principal amount that were registered under the Securities Act. The Exchange Notes and the August Notes are collectively referred to as the "Old Notes". The Old Notes are guaranteed on a senior unsecured basis by all existing consolidated subsidiaries that guarantee the Company's secured revolving credit facility or certain other debt (the "Guarantors"). The Old Notes are not guaranteed by Grizzly Holdings, Inc. (the "Non-Guarantor"). The Guarantors are 100% owned by Gulfport (the "Parent"), and the guarantees are full, unconditional, joint and several. There are no significant restrictions on the ability of the Parent or the Guarantors to obtain funds from each other in the form of a dividend or loan. In connection with the issuance of the August Notes, the Company and the subsidiary guarantors entered into a registration rights agreement with the initial purchasers on August 18, 2014, pursuant to which the Company and the subsidiary guarantors have agreed to file a registration statement with respect to an offer to exchange the August Notes for a new issue of substantially identical debt securities registered under the Securities Act. The registration statement relating to the exchange offer for the August Notes was filed on November 6, 2014, as amended on February 3, 2015, and declared effective by the SEC on February 4, 2015. The exchange offer for the August Notes was completed in March 2015. On April 21, 2015, the Company issued $350.0 million in aggregate principal amount of 6.625% Senior Notes due 2023 to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. In connection with the April Notes Offering, the Company and its subsidiary guarantors entered into a registration rights agreement, dated as of April 21, 2015, pursuant to which the Company agreed to file a registration statement with respect to an offer to exchange the April Notes for a new issue of substantially identical debt securities registered under the Securities Act. The Company may be required to file a shelf registration statement to cover resales of the April Notes under certain circumstances. The following condensed consolidating balance sheets, statements of operations, statements of comprehensive income (loss) and statements of cash flows are provided for the Parent, the Guarantors and the Non-Guarantor and include the consolidating adjustments and eliminations necessary to arrive at the information for the Company on a condensed consolidated basis. The information has been presented using the equity method of accounting for the Parent's ownership of the Guarantors and the Non-Guarantor. CONDENSED CONSOLIDATING BALANCE SHEETS (Amounts in thousands) June 30, 2015 Parent Guarantors Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 524,240 $ 1,247 $ 1 $ — $ 525,488 Restricted cash 75,005 — — — 75,005 Accounts receivable - oil and gas 86,558 63 — — 86,621 Accounts receivable - related parties 90 — — — 90 Accounts receivable - intercompany 48,401 55 — (48,456 ) — Prepaid expenses and other current assets 15,168 — — — 15,168 Short-term derivative instruments 77,350 — — — 77,350 Total current assets 826,812 1,365 1 (48,456 ) 779,722 Property and equipment: Oil and natural gas properties, full-cost accounting 4,760,793 38,771 — (729 ) 4,798,835 Other property and equipment 22,887 43 — — 22,930 Accumulated depletion, depreciation, amortization and impairment (1,211,281 ) (27 ) — — (1,211,308 ) Property and equipment, net 3,572,399 38,787 — (729 ) 3,610,457 Other assets: Equity investments and investments in subsidiaries 353,243 — 164,112 (154,964 ) 362,391 Derivative instruments 25,871 — — — 25,871 Other assets 25,418 — — — 25,418 Total other assets 404,532 — 164,112 (154,964 ) 413,680 Total assets $ 4,803,743 $ 40,152 $ 164,113 $ (204,149 ) $ 4,803,859 Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 318,609 $ 116 $ — $ — $ 318,725 Accounts payable - intercompany — 48,326 130 (48,456 ) — Asset retirement obligation - current 75 — — — 75 Short-term derivative instruments 937 — — — 937 Deferred tax liability - current 26,508 — — — 26,508 Current maturities of long-term debt 1,738 — — — 1,738 Total current liabilities 347,867 48,442 130 (48,456 ) 347,983 Long-term derivative instrument 2,753 — — — 2,753 Asset retirement obligation - long-term 21,202 — — — 21,202 Deferred tax liability 201,022 — — — 201,022 Long-term debt, net of current maturities 963,593 — — — 963,593 Total liabilities 1,536,437 48,442 130 (48,456 ) 1,536,553 Stockholders' equity: Common stock 1,081 — — — 1,081 Paid-in capital 2,816,930 322 235,347 (235,669 ) 2,816,930 Accumulated other comprehensive income (loss) (38,412 ) — (38,412 ) 38,412 (38,412 ) Retained earnings (accumulated deficit) 487,707 (8,612 ) (32,952 ) 41,564 487,707 Total stockholders' equity 3,267,306 (8,290 ) 163,983 (155,693 ) 3,267,306 Total liabilities and stockholders' equity $ 4,803,743 $ 40,152 $ 164,113 $ (204,149 ) $ 4,803,859 CONDENSED CONSOLIDATING BALANCE SHEETS (Amounts in thousands) December 31, 2014 Parent Guarantors Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 141,535 $ 804 $ 1 $ — $ 142,340 Accounts receivable - oil and gas 103,762 96 — — 103,858 Accounts receivable - related parties 46 — — — 46 Accounts receivable - intercompany 45,222 27 — (45,249 ) — Prepaid expenses and other current assets 3,714 — — — 3,714 Short-term derivative instruments 78,391 — — — 78,391 Total current assets 372,670 927 1 (45,249 ) 328,349 Property and equipment: Oil and natural gas properties, full-cost accounting, 3,887,874 35,990 — (710 ) 3,923,154 Other property and equipment 18,301 43 — — 18,344 Accumulated depletion, depreciation, amortization and impairment (1,050,855 ) (24 ) — — (1,050,879 ) Property and equipment, net 2,855,320 36,009 — (710 ) 2,890,619 Other assets: Equity investments and investments in subsidiaries 360,238 — 180,217 (170,874 ) 369,581 Derivative instruments 24,448 — — — 24,448 Other assets 19,396 — — — 19,396 Total other assets 404,082 — 180,217 (170,874 ) 413,425 Total assets $ 3,632,072 $ 36,936 $ 180,218 $ (216,833 ) $ 3,632,393 Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 371,089 $ 321 $ — $ — $ 371,410 Accounts payable - intercompany — 45,143 106 (45,249 ) — Asset retirement obligation - current 75 — — — 75 Deferred tax liability 27,070 — — — 27,070 Current maturities of long-term debt 168 — — — 168 Total current liabilities 398,402 45,464 106 (45,249 ) 398,723 Asset retirement obligation - long-term 17,863 — — — 17,863 Deferred tax liability 203,195 — — — 203,195 Long-term debt, net of current maturities 716,316 — — — 716,316 Total liabilities 1,335,776 45,464 106 (45,249 ) 1,336,097 Stockholders' equity: Common stock 856 — — — 856 Paid-in capital 1,828,602 322 227,079 (227,401 ) 1,828,602 Accumulated other comprehensive income (loss) (26,675 ) — (26,675 ) 26,675 (26,675 ) Retained earnings (accumulated deficit) 493,513 (8,850 ) (20,292 ) 29,142 493,513 Total stockholders' equity 2,296,296 (8,528 ) 180,112 (171,584 ) 2,296,296 Total liabilities and stockholders' equity $ 3,632,072 $ 36,936 $ 180,218 $ (216,833 ) $ 3,632,393 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Amounts in thousands) Three months ended June 30, 2015 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 112,027 $ 243 $ — $ — $ 112,270 Costs and expenses: Lease operating expenses 16,685 178 — — 16,863 Production taxes 3,260 25 — — 3,285 Midstream gathering and processing 32,892 12 — — 32,904 Depreciation, depletion, and amortization 71,154 1 — — 71,155 General and administrative 9,488 5 22 — 9,515 Accretion expense 192 — — — 192 133,671 221 22 — 133,914 (LOSS) INCOME FROM OPERATIONS (21,644 ) 22 (22 ) — (21,644 ) OTHER (INCOME) EXPENSE: Interest expense 12,023 — — — 12,023 Interest income (248 ) — — — (248 ) Loss (income) from equity method investments and investments in subsidiaries 15,120 — 8,494 (8,494 ) 15,120 26,895 — 8,494 (8,494 ) 26,895 (LOSS) INCOME BEFORE INCOME TAXES (48,539 ) 22 (8,516 ) 8,494 (48,539 ) INCOME TAX BENEFIT (17,214 ) — — — (17,214 ) NET (LOSS) INCOME $ (31,325 ) $ 22 $ (8,516 ) $ 8,494 $ (31,325 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Amounts in thousands) Three months ended June 30, 2014 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 114,014 $ 722 $ — $ — $ 114,736 Costs and expenses: Lease operating expenses 12,457 223 — — 12,680 Production taxes 6,529 72 — — 6,601 Midstream gathering and processing 10,758 22 — — 10,780 Depreciation, depletion, and amortization 55,993 1 — — 55,994 General and administrative 10,346 35 1 — 10,382 Accretion expense 189 — — — 189 96,272 353 1 — 96,626 INCOME (LOSS) FROM OPERATIONS 17,742 369 (1 ) — 18,110 OTHER (INCOME) EXPENSE: Interest expense 2,402 — — — 2,402 Interest income (36 ) — — — (36 ) Litigation settlement 6,000 — — — 6,000 (Income) loss from equity method investments and investments in subsidiaries (69,937 ) — 2,228 (1,860 ) (69,569 ) (61,571 ) — 2,228 (1,860 ) (61,203 ) INCOME (LOSS) BEFORE INCOME TAXES 79,313 369 (2,229 ) 1,860 79,313 INCOME TAX EXPENSE 31,461 — — — 31,461 NET INCOME (LOSS) $ 47,852 $ 369 $ (2,229 ) $ 1,860 $ 47,852 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Amounts in thousands) Six months ended June 30, 2015 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 287,859 $ 728 $ — $ — $ 288,587 Costs and expenses: Lease operating expenses 33,472 371 — — 33,843 Production taxes 7,513 57 — — 7,570 Midstream gathering and processing 58,266 19 — — 58,285 Depreciation, depletion, and amortization 161,062 2 — — 161,064 General and administrative 20,249 41 24 — 20,314 Accretion expense 382 — — — 382 280,944 490 24 — 281,458 INCOME (LOSS) FROM OPERATIONS 6,915 238 (24 ) — 7,129 OTHER (INCOME) EXPENSE: Interest expense 20,782 — — — 20,782 Interest income (257 ) — — — (257 ) (Income) loss from equity method investments and investments in subsidiaries (5,069 ) — 12,636 (12,422 ) (4,855 ) 15,456 — 12,636 (12,422 ) 15,670 (LOSS) INCOME BEFORE INCOME TAXES (8,541 ) 238 (12,660 ) 12,422 (8,541 ) INCOME TAX BENEFIT (2,735 ) — — — (2,735 ) NET (LOSS) INCOME $ (5,806 ) $ 238 $ (12,660 ) $ 12,422 $ (5,806 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Amounts in thousands) Six months ended June 30, 2014 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 231,864 $ 901 $ — $ — $ 232,765 Costs and expenses: Lease operating expenses 23,838 471 — — 24,309 Production taxes 13,466 92 — — 13,558 Midstream gathering and processing 18,515 34 — — 18,549 Depreciation, depletion, and amortization 112,870 1 — — 112,871 General and administrative 19,834 62 (3 ) — 19,893 Accretion expense 377 — — — 377 Gain on sale of assets (11 ) — — — (11 ) 188,889 660 (3 ) — 189,546 INCOME FROM OPERATIONS 42,975 241 3 — 43,219 OTHER (INCOME) EXPENSE: Interest expense 6,287 — — — 6,287 Interest income (142 ) — — — (142 ) Litigation settlement 24,000 — — — 24,000 (Income) loss from equity method investments and investments in subsidiaries (198,288 ) — 4,229 (3,985 ) (198,044 ) (168,143 ) — 4,229 (3,985 ) (167,899 ) INCOME (LOSS) BEFORE INCOME TAXES 211,118 241 (4,226 ) 3,985 211,118 INCOME TAX EXPENSE 80,708 — — — 80,708 NET INCOME (LOSS) $ 130,410 $ 241 $ (4,226 ) $ 3,985 $ 130,410 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Amounts in thousands) Three months ended June 30, 2015 Parent Guarantors Non-Guarantor Eliminations Consolidated Net (loss) income $ (31,325 ) $ 22 $ (8,516 ) $ 8,494 $ (31,325 ) Foreign currency translation adjustment 3,247 — 3,247 (3,247 ) 3,247 Other comprehensive income (loss) 3,247 — 3,247 (3,247 ) 3,247 Comprehensive (loss) income $ (28,078 ) $ 22 $ (5,269 ) $ 5,247 $ (28,078 ) Three months ended June 30, 2014 Parent Guarantors Non-Guarantor Eliminations Consolidated Net income (loss) $ 47,852 $ 369 $ (2,229 ) $ 1,860 $ 47,852 Foreign currency translation adjustment 6,816 — 6,816 (6,816 ) 6,816 Other comprehensive income (loss) 6,816 — 6,816 (6,816 ) 6,816 Comprehensive income (loss) $ 54,668 $ 369 $ 4,587 $ (4,956 ) $ 54,668 Six months ended June 30, 2015 Parent Guarantors Non-Guarantor Eliminations Consolidated Net (loss) income $ (5,806 ) $ 238 $ (12,660 ) $ 12,422 $ (5,806 ) Foreign currency translation adjustment (11,737 ) — (11,737 ) 11,737 (11,737 ) Other comprehensive (loss) income (11,737 ) — (11,737 ) 11,737 (11,737 ) Comprehensive (loss) income $ (17,543 ) $ 238 $ (24,397 ) $ 24,159 $ (17,543 ) Six months ended June 30, 2014 Parent Guarantors Non-Guarantor Eliminations Consolidated Net income (loss) $ 130,410 $ 241 $ (4,226 ) $ 3,985 $ 130,410 Foreign currency translation adjustment (462 ) — (462 ) 462 (462 ) Other comprehensive (loss) income (462 ) — (462 ) 462 (462 ) Comprehensive income (loss) $ 129,948 $ 241 $ (4,688 ) $ 4,447 $ 129,948 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Amounts in thousands) Six months ended June 30, 2015 Parent Guarantors Non-Guarantor Eliminations Consolidated Net cash provided by (used in) operating activities $ 135,485 $ 3,389 $ (1 ) $ 1 $ 138,874 Net cash (used in) provided by investing activities (976,820 ) (2,946 ) (8,267 ) 8,267 (979,766 ) Net cash provided by (used in) financing activities 1,224,040 — 8,268 (8,268 ) 1,224,040 Net increase in cash and cash equivalents 382,705 443 — — 383,148 Cash and cash equivalents at beginning of period 141,535 804 1 — 142,340 Cash and cash equivalents at end of period $ 524,240 $ 1,247 $ 1 $ — $ 525,488 Six months ended June 30, 2014 Parent Guarantors Non-Guarantor Eliminations Consolidated Net cash provided by (used in) operating activities $ 203,057 $ (1,546 ) $ (2 ) $ — $ 201,509 Net cash provided by (used in) investing activities (621,155 ) (3,608 ) (16,569 ) 16,572 (624,760 ) Net cash provided by (used in) financing activities 39,588 — 16,572 (16,572 ) 39,588 Net increase (decrease) in cash and cash equivalents (378,510 ) (5,154 ) 1 — (383,663 ) Cash and cash equivalents at beginning of period 451,431 7,525 — — 458,956 Cash and cash equivalents at end of period $ 72,921 $ 2,371 $ 1 $ — $ 75,293 |