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, December Notes, and the August Notes are collectively referred to as the "2020 Notes". The 2020 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 2020 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 2020 Notes, the Company and the subsidiary guarantors entered into registration rights agreements with the initial purchasers, pursuant to which the Company and the subsidiary guarantors agreed to file a registration statement with respect to an offer to exchange the 2020 Notes for a new issue of substantially identical debt securities registered under the Securities Act. The exchange offer for the October Notes and December Notes was completed in October 2013 and 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 2023 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 2023 Notes for a new issue of substantially identical debt securities registered under the Securities Act. The exchange offer for the 2023 Notes was completed on October 13, 2015. The following condensed consolidating balance sheets, statements of operations, statements of comprehensive (loss) income 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) March 31, 2016 Parent Guarantors Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 453,743 $ 634 $ — $ — $ 454,377 Accounts receivable - oil and gas 78,419 2,324 — (2,242 ) 78,501 Accounts receivable - related parties 17 — — — 17 Accounts receivable - intercompany 341,062 661 — (341,723 ) — Prepaid expenses and other current assets 2,755 — — — 2,755 Short-term derivative instruments 152,211 — — — 152,211 Total current assets 1,028,207 3,619 — (343,965 ) 687,861 Property and equipment: Oil and natural gas properties, full-cost accounting 5,174,684 332,615 — (729 ) 5,506,570 Other property and equipment 40,533 43 — — 40,576 Accumulated depletion, depreciation, amortization and impairment (3,112,737 ) (30 ) — — (3,112,767 ) Property and equipment, net 2,102,480 332,628 — (729 ) 2,434,379 Other assets: Equity investments 234,063 22,500 39,054 (51,016 ) 244,601 Long-term derivative instruments 42,455 — — — 42,455 Deferred tax asset 76,327 — — — 76,327 Other assets 17,038 (2 ) — — 17,036 Total other assets 369,883 22,498 39,054 (51,016 ) 380,419 Total assets $ 3,500,570 $ 358,745 $ 39,054 $ (395,710 ) $ 3,502,659 Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 233,745 $ 4,801 $ — $ (2,712 ) $ 235,834 Accounts payable - intercompany — 341,128 125 (341,253 ) — Asset retirement obligation - current 75 — — — 75 Short-term derivative instruments 5,715 — — — 5,715 Deferred tax liability 51,908 — — — 51,908 Total current liabilities 291,443 345,929 125 (343,965 ) 293,532 Long-term derivative instrument 10,127 — — — 10,127 Asset retirement obligation - long-term 28,471 — — — 28,471 Long-term debt 949,740 — — — 949,740 Total liabilities 1,279,781 345,929 125 (343,965 ) 1,281,870 Stockholders' equity: Common stock 1,252 — — — 1,252 Paid-in capital 3,239,294 22,822 243,374 (266,196 ) 3,239,294 Accumulated other comprehensive (loss) income (46,119 ) — (44,903 ) 44,903 (46,119 ) Retained (deficit) earnings (973,638 ) (10,006 ) (159,542 ) 169,548 (973,638 ) Total stockholders' equity 2,220,789 12,816 38,929 (51,745 ) 2,220,789 Total liabilities and stockholders' equity $ 3,500,570 $ 358,745 $ 39,054 $ (395,710 ) $ 3,502,659 CONDENSED CONSOLIDATING BALANCE SHEETS (Amounts in thousands) December 31, 2015 Parent Guarantors Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 112,494 $ 479 $ 1 $ — $ 112,974 Accounts receivable - oil and gas 72,241 54 — (423 ) 71,872 Accounts receivable - related parties 16 — — — 16 Accounts receivable - intercompany 326,475 60 — (326,535 ) — Prepaid expenses and other current assets 3,905 — — — 3,905 Short-term derivative instruments 142,794 — — — 142,794 Total current assets 657,925 593 1 (326,958 ) 331,561 Property and equipment: Oil and natural gas properties, full-cost accounting, 5,108,258 316,813 — (729 ) 5,424,342 Other property and equipment 33,128 43 — — 33,171 Accumulated depletion, depreciation, amortization and impairment (2,829,081 ) (29 ) — — (2,829,110 ) Property and equipment, net 2,312,305 316,827 — (729 ) 2,628,403 Other assets: Equity investments 231,892 — 50,644 (40,143 ) 242,393 Long-term derivative instruments 51,088 — — — 51,088 Deferred tax assets 74,925 — — — 74,925 Other assets 6,364 — — — 6,364 Total other assets 364,269 — 50,644 (40,143 ) 374,770 Total assets $ 3,334,499 $ 317,420 $ 50,645 $ (367,830 ) $ 3,334,734 Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued liabilities $ 264,893 $ 527 $ — $ (292 ) $ 265,128 Accounts payable - intercompany — 326,541 124 (326,665 ) — Asset retirement obligation - current 75 — — — — 75 Short-term derivative instruments 437 — — — 437 Deferred tax liability 50,697 — — — 50,697 Current maturities of long-term debt 179 — — — 179 Total current liabilities 316,281 327,068 124 (326,957 ) 316,516 Long-term derivative instrument 6,935 — — — 6,935 Asset retirement obligation - long-term 26,362 — — — 26,362 Long-term debt, net of current maturities 946,084 — — — 946,084 Total liabilities 1,295,662 327,068 124 (326,957 ) 1,295,897 Stockholders' equity: Common stock 1,082 — — — 1,082 Paid-in capital 2,824,303 322 241,553 (241,875 ) 2,824,303 Accumulated other comprehensive (loss) income (55,177 ) — (55,177 ) 55,177 (55,177 ) Retained (deficit) earnings (731,371 ) (9,970 ) (135,855 ) 145,825 (731,371 ) Total stockholders' equity 2,038,837 (9,648 ) 50,521 (40,873 ) 2,038,837 Total liabilities and stockholders' equity $ 3,334,499 $ 317,420 $ 50,645 $ (367,830 ) $ 3,334,734 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Amounts in thousands) Three months ended March 31, 2016 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 156,751 $ 212 $ — $ — $ 156,963 Costs and expenses: Lease operating expenses 16,472 185 — — 16,657 Production taxes 3,087 24 — — 3,111 Midstream gathering and processing 37,623 29 — — 37,652 Depreciation, depletion, and amortization 65,476 1 — — 65,477 Impairment of oil and gas properties 218,991 — — — 218,991 General and administrative 10,612 6 2 — 10,620 Accretion expense 247 — — — 247 352,508 245 2 — 352,755 LOSS FROM OPERATIONS (195,757 ) (33 ) (2 ) — (195,792 ) OTHER (INCOME) EXPENSE: Interest expense 16,022 1 — — 16,023 Interest income (94 ) — — — (94 ) Loss (income) from equity method investments and investments in subsidiaries 30,773 — 23,685 (23,721 ) 30,737 46,701 1 23,685 (23,721 ) 46,666 (LOSS) INCOME BEFORE INCOME TAXES (242,458 ) (34 ) (23,687 ) 23,721 (242,458 ) INCOME TAX BENEFIT (191 ) (191 ) NET (LOSS) INCOME $ (242,267 ) $ (34 ) $ (23,687 ) $ 23,721 $ (242,267 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Amounts in thousands) Three months ended March 31, 2015 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 175,832 $ 485 $ — $ — $ 176,317 Costs and expenses: Lease operating expenses 16,787 193 — — 16,980 Production taxes 4,253 32 — — 4,285 Midstream gathering and processing 25,374 7 — — 25,381 Depreciation, depletion, and amortization 89,908 1 — — 89,909 General and administrative 10,761 36 2 — 10,799 Accretion expense 190 — — — 190 147,273 269 2 — 147,544 INCOME (LOSS) FROM OPERATIONS 28,559 216 (2 ) — 28,773 OTHER (INCOME) EXPENSE: Interest expense 8,759 — — — 8,759 Interest income (9 ) — — — (9 ) (Income) loss from equity method investments and investments in subsidiaries (20,189 ) — 4,142 (3,928 ) (19,975 ) (11,439 ) — 4,142 (3,928 ) (11,225 ) INCOME (LOSS) BEFORE INCOME TAXES 39,998 216 (4,144 ) 3,928 39,998 INCOME TAX EXPENSE 14,479 — — — 14,479 NET INCOME (LOSS) $ 25,519 $ 216 $ (4,144 ) $ 3,928 $ 25,519 Three months ended March 31, 2016 Parent Guarantors Non-Guarantor Eliminations Consolidated Net (loss) income $ (242,267 ) $ (34 ) $ (23,687 ) $ 23,721 $ (242,267 ) Foreign currency translation adjustment 9,058 — 10,273 (10,273 ) 9,058 Other comprehensive income (loss) 9,058 — 10,273 (10,273 ) 9,058 Comprehensive (loss) income $ (233,209 ) $ (34 ) $ (13,414 ) $ 13,448 $ (233,209 ) Three months ended March 31, 2015 Parent Guarantors Non-Guarantor Eliminations Consolidated Net income (loss) $ 25,519 $ 216 $ (4,144 ) $ 3,928 $ 25,519 Foreign currency translation adjustment (14,984 ) — (14,984 ) 14,984 (14,984 ) Other comprehensive (loss) income (14,984 ) — (14,984 ) 14,984 (14,984 ) Comprehensive income (loss) $ 10,535 $ 216 $ (19,128 ) $ 18,912 $ 10,535 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Amounts in thousands) Three months ended March 31, 2016 Parent Guarantors Non-Guarantor Eliminations Consolidated Net cash provided by (used in) operating activities $ 83,620 $ 155 $ (1 ) $ — $ 83,774 Net cash (used in) provided by investing activities (157,529 ) (22,500 ) (1,821 ) 24,321 (157,529 ) Net cash provided by (used in) financing activities 415,158 22,500 1,821 (24,321 ) 415,158 Net increase (decrease) in cash and cash equivalents 341,249 155 (1 ) — 341,403 Cash and cash equivalents at beginning of period 112,494 479 1 — 112,974 Cash and cash equivalents at end of period $ 453,743 $ 634 $ — $ — $ 454,377 Three months ended March 31, 2015 Parent Guarantors Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 95,879 $ 3,158 $ — $ — $ 99,037 Net cash (used in) provided by investing activities (228,601 ) (2,890 ) (6,093 ) 6,093 (231,491 ) Net cash provided by (used in) financing activities 64,854 — 6,093 (6,093 ) 64,854 Net (decrease) increase in cash and cash equivalents (67,868 ) 268 — — (67,600 ) Cash and cash equivalents at beginning of period 141,535 804 1 — 142,340 Cash and cash equivalents at end of period $ 73,667 $ 1,072 $ 1 $ — $ 74,740 |