Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION On October 17, 2012, December 21, 2012 and August 18, 2014, the Company issued the 2020 Notes in an aggregate of $600.0 million principal amount. The 2020 Notes were subsequently exchanged for substantially identical notes in the same aggregate principal amount that were registered under the Securities Act. In October 2016, the Company repurchased (in a cash tender offer) or redeemed all of the 2020 Notes, of which $600.0 million in aggregate principal amount was then outstanding, with the net proceeds from the issuance of the 2024 Notes discussed below and cash on hand. On April 21, 2015, the Company issued $350.0 million in aggregate principal amount of the 2023 Notes 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. On October 14, 2016, the Company issued $650.0 million in aggregate principal amount of the 2024 Notes 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. The net proceeds from the issuance of the 2024 Notes, together with cash on hand, were used to repurchase or redeem all of the then-outstanding 2020 Notes in October 2016. On December 21, 2016, the Company issued $600.0 million in aggregate principal amount of the 2025 Notes 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. The Company used the net proceeds from the issuance of the 2025 Notes, together with the net proceeds from the December 2016 underwritten offering of the Company’s common stock and cash on hand, to fund the cash portion of the purchase price for the Vitruvian Acquisition. The 2020 Notes were, and the 2023 Notes, the 2024 Notes and the 2025 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 were not, and the 2023 Notes, the 2024 Notes and the 2025 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. 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) June 30, 2017 Parent Guarantors Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 72,062 $ 45,493 $ — $ — $ 117,555 Accounts receivable - oil and natural gas 121,565 42,589 — — 164,154 Accounts receivable - related parties 185 — — — 185 Accounts receivable - intercompany 459,503 45,749 — (505,252 ) — Prepaid expenses and other current assets 4,113 166 — — 4,279 Short-term derivative instruments 46,416 — — — 46,416 Total current assets 703,844 133,997 — (505,252 ) 332,589 Property and equipment: Oil and natural gas properties, full-cost accounting 6,142,757 2,358,762 — (729 ) 8,500,790 Other property and equipment 79,478 43 — — 79,521 Accumulated depletion, depreciation, amortization and impairment (3,937,621 ) (35 ) — — (3,937,656 ) Property and equipment, net 2,284,614 2,358,770 — (729 ) 4,642,655 Other assets: Equity investments and investments in subsidiaries 2,179,931 52,946 51,605 (2,028,217 ) 256,265 Long-term derivative instruments 19,761 — — — 19,761 Deferred tax asset 4,692 — — — 4,692 Inventories 13,591 5,712 — — 19,303 Other assets 10,834 8,056 — — 18,890 Total other assets 2,228,809 66,714 51,605 (2,028,217 ) 318,911 Total assets $ 5,217,267 $ 2,559,481 $ 51,605 $ (2,534,198 ) $ 5,294,155 Liabilities and Stockholders ’ Equity Current liabilities: Accounts payable and accrued liabilities $ 385,908 $ 109,826 $ — $ — $ 495,734 Accounts payable - intercompany 39,564 465,561 127 (505,252 ) — Asset retirement obligation - current 195 — — — 195 Derivative instruments 28,106 — — — 28,106 Current maturities of long-term debt 595 — — — 595 Total current liabilities 454,368 575,387 127 (505,252 ) 524,630 Long-term derivative instrument 8,198 — — — 8,198 Asset retirement obligation - long-term 37,308 6,626 — — 43,934 Long-term debt, net of current maturities 1,802,554 — — — 1,802,554 Total liabilities 2,302,428 582,013 127 (505,252 ) 2,379,316 Stockholders’ equity: Common stock 1,828 — — — 1,828 Paid-in capital 4,410,871 1,885,598 258,178 (2,143,776 ) 4,410,871 Accumulated other comprehensive (loss) income (47,171 ) — (45,117 ) 45,117 (47,171 ) Retained (deficit) earnings (1,450,689 ) 91,870 (161,583 ) 69,713 (1,450,689 ) Total stockholders’ equity 2,914,839 1,977,468 51,478 (2,028,946 ) 2,914,839 Total liabilities and stockholders ’ equity $ 5,217,267 $ 2,559,481 $ 51,605 $ (2,534,198 ) $ 5,294,155 CONDENSED CONSOLIDATING BALANCE SHEETS (Amounts in thousands) December 31, 2016 Parent Guarantors Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 1,273,882 $ 1,993 $ — $ — $ 1,275,875 Restricted Cash 185,000 — — — 185,000 Accounts receivable - oil and natural gas 137,087 37,496 — (37,822 ) 136,761 Accounts receivable - related parties 16 — — — 16 Accounts receivable - intercompany 449,517 1,151 — (450,668 ) — Prepaid expenses and other current assets 3,135 — — — 3,135 Short-term derivative instruments 3,488 — — — 3,488 Total current assets 2,052,125 40,640 — (488,490 ) 1,604,275 Property and equipment: Oil and natural gas properties, full-cost accounting, 5,655,125 417,524 — (729 ) 6,071,920 Other property and equipment 68,943 43 — — 68,986 Accumulated depletion, depreciation, amortization and impairment (3,789,746 ) (34 ) — — (3,789,780 ) Property and equipment, net 1,934,322 417,533 — (729 ) 2,351,126 Other assets: Equity investments and investments in subsidiaries 236,327 33,590 45,213 (71,210 ) 243,920 Long-term derivative instruments 5,696 — — — 5,696 Deferred tax asset 4,692 — — — 4,692 Inventories 3,095 1,409 — — 4,504 Other assets 8,932 — — — 8,932 Total other assets 258,742 34,999 45,213 (71,210 ) 267,744 Total assets $ 4,245,189 $ 493,172 $ 45,213 $ (560,429 ) $ 4,223,145 Liabilities and Stockholders ’ Equity Current liabilities: Accounts payable and accrued liabilities $ 255,966 $ 9,158 $ — $ — $ 265,124 Accounts payable - intercompany 31,202 457,163 126 (488,491 ) — Asset retirement obligation - current 195 — — — 195 Derivative instruments 119,219 — — — 119,219 Current maturities of long-term debt 276 — — — 276 Total current liabilities 406,858 466,321 126 (488,491 ) 384,814 Long-term derivative instrument 26,759 — — — 26,759 Asset retirement obligation - long-term 34,081 — — — 34,081 Long-term debt, net of current maturities 1,593,599 — — — 1,593,599 Total liabilities 2,061,297 466,321 126 (488,491 ) 2,039,253 Stockholders’ equity: Common stock 1,588 — — — 1,588 Paid-in capital 3,946,442 33,822 257,026 (290,848 ) 3,946,442 Accumulated other comprehensive (loss) income (53,058 ) — (50,931 ) 50,931 (53,058 ) Retained (deficit) earnings (1,711,080 ) (6,971 ) (161,008 ) 167,979 (1,711,080 ) Total stockholders’ equity 2,183,892 26,851 45,087 (71,938 ) 2,183,892 Total liabilities and stockholders ’ equity $ 4,245,189 $ 493,172 $ 45,213 $ (560,429 ) $ 4,223,145 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Amounts in thousands) Three months ended June 30, 2017 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 249,353 $ 74,600 $ — $ — $ 323,953 Costs and expenses: Lease operating expenses 16,423 4,298 — — 20,721 Production taxes 3,645 1,494 — — 5,139 Midstream gathering and processing 42,291 16,654 — — 58,945 Depreciation, depletion, and amortization 82,245 1 — — 82,246 General and administrative 13,052 (796 ) 1 — 12,257 Accretion expense 291 119 — — 410 Acquisition expense 5 1,055 — — 1,060 157,952 22,825 1 — 180,778 INCOME (LOSS) FROM OPERATIONS 91,401 51,775 (1 ) — 143,175 OTHER (INCOME) EXPENSE: Interest expense 26,133 (1,945 ) — — 24,188 Interest income (42 ) (6 ) — — (48 ) (Income) loss from equity method investments and investments in subsidiaries (40,475 ) (83 ) 208 53,651 13,301 Other income (151 ) (51 ) — — (202 ) (14,535 ) (2,085 ) 208 53,651 37,239 INCOME (LOSS) BEFORE INCOME TAXES 105,936 53,860 (209 ) (53,651 ) 105,936 INCOME TAX EXPENSE — — — — — NET INCOME (LOSS) $ 105,936 $ 53,860 $ (209 ) $ (53,651 ) $ 105,936 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Amounts in thousands) Three months ended June 30, 2016 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ (28,580 ) $ 421 $ — $ — $ (28,159 ) Costs and expenses: Lease operating expenses 14,491 170 — — 14,661 Production taxes 2,828 28 — — 2,856 Midstream gathering and processing 39,242 107 — — 39,349 Depreciation, depletion, and amortization 55,651 1 — — 55,652 Impairment of oil and natural gas properties 170,621 — — — 170,621 General and administrative 11,846 8 — — 11,854 Accretion expense 261 — — — 261 294,940 314 — — 295,254 (LOSS) INCOME FROM OPERATIONS (323,520 ) 107 — — (323,413 ) OTHER (INCOME) EXPENSE: Interest expense 16,082 — — — 16,082 Interest income (391 ) — — — (391 ) Loss (income) from equity method investments and investments in subsidiaries 722 59 762 (707 ) 836 Other income — (7 ) — — (7 ) 16,413 52 762 (707 ) 16,520 (LOSS) INCOME BEFORE INCOME TAXES (339,933 ) 55 (762 ) 707 (339,933 ) INCOME TAX BENEFIT (157 ) — — — (157 ) NET (LOSS) INCOME $ (339,776 ) $ 55 $ (762 ) $ 707 $ (339,776 ) CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Amounts in thousands) Six months ended June 30, 2017 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 521,794 $ 135,163 $ — $ — $ 656,957 Costs and expenses: Lease operating expenses 33,872 6,152 — — 40,024 Production taxes 6,747 2,298 — — 9,045 Midstream gathering and processing 80,015 26,871 — — 106,886 Depreciation, depletion, and amortization 148,235 2 — — 148,237 General and administrative 25,926 (1,071 ) 2 — 24,857 Accretion expense 573 119 — — 692 Acquisition expense 5 2,353 — — 2,358 295,373 36,724 2 — 332,099 INCOME (LOSS) FROM OPERATIONS 226,421 98,439 (2 ) — 324,858 OTHER (INCOME) EXPENSE: Interest expense 51,181 (3,514 ) — — 47,667 Interest income (884 ) (6 ) — — (890 ) (Income) loss from equity method investments and investments in subsidiaries (83,089 ) 2,458 573 98,266 18,208 Other (income) expense (1,178 ) (240 ) — 900 (518 ) (33,970 ) (1,302 ) 573 99,166 64,467 INCOME (LOSS) BEFORE INCOME TAXES 260,391 99,741 (575 ) (99,166 ) 260,391 INCOME TAX BENEFIT — — — — — NET INCOME (LOSS) $ 260,391 $ 99,741 $ (575 ) $ (99,166 ) $ 260,391 Six months ended June 30, 2016 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 128,171 $ 631 $ — $ — $ 128,802 Costs and expenses: Lease operating expenses 30,963 355 — — 31,318 Production taxes 5,915 52 — — 5,967 Midstream gathering and processing 76,865 136 — — 77,001 Depreciation, depletion, and amortization 121,127 2 121,129 Impairment of oil and natural gas properties 389,612 — — — 389,612 General and administrative 22,458 14 2 — 22,474 Accretion expense 508 — — — 508 647,448 559 2 — 648,009 (LOSS) INCOME FROM OPERATIONS (519,277 ) 72 (2 ) — (519,207 ) OTHER (INCOME) EXPENSE: Interest expense 32,104 1 — — 32,105 Interest income (485 ) — — — (485 ) Loss (income) from equity method investments and investments in subsidiaries 31,495 59 24,447 (24,428 ) 31,573 Other income — (9 ) — — (9 ) 63,114 51 24,447 (24,428 ) 63,184 (LOSS) INCOME BEFORE INCOME TAXES (582,391 ) 21 (24,449 ) 24,428 (582,391 ) INCOME TAX BENEFIT (348 ) — — — (348 ) NET (LOSS) INCOME $ (582,043 ) $ 21 $ (24,449 ) $ 24,428 $ (582,043 ) CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Amounts in thousands) Three months ended June 30, 2017 Parent Guarantors Non-Guarantor Eliminations Consolidated Net income (loss) $ 105,936 $ 53,860 $ (209 ) $ (53,651 ) $ 105,936 Foreign currency translation adjustment 4,514 19 4,495 (4,514 ) 4,514 Other comprehensive income (loss) 4,514 19 4,495 (4,514 ) 4,514 Comprehensive income (loss) $ 110,450 $ 53,879 $ 4,286 $ (58,165 ) $ 110,450 Three months ended June 30, 2016 Parent Guarantors Non-Guarantor Eliminations Consolidated Net (loss) income $ (339,776 ) $ 55 $ (762 ) $ 707 $ (339,776 ) Foreign currency translation adjustment (684 ) — (604 ) 604 (684 ) Other comprehensive (loss) income (684 ) — (604 ) 604 (684 ) Comprehensive (loss) income $ (340,460 ) $ 55 $ (1,366 ) $ 1,311 $ (340,460 ) Six months ended June 30, 2017 Parent Guarantors Non-Guarantor Eliminations Consolidated Net income (loss) $ 260,391 $ 99,741 $ (575 ) $ (99,166 ) $ 260,391 Foreign currency translation adjustment 5,887 74 5,813 (5,887 ) 5,887 Other comprehensive income (loss) 5,887 74 5,813 (5,887 ) 5,887 Comprehensive income (loss) $ 266,278 $ 99,815 $ 5,238 $ (105,053 ) $ 266,278 Six months ended June 30, 2016 Parent Guarantors Non-Guarantor Eliminations Consolidated Net (loss) income $ (582,043 ) $ 21 $ (24,449 ) $ 24,428 $ (582,043 ) Foreign currency translation adjustment 8,374 — 9,669 (9,669 ) 8,374 Other comprehensive income (loss) 8,374 — 9,669 (9,669 ) 8,374 Comprehensive (loss) income $ (573,669 ) $ 21 $ (14,780 ) $ 14,759 $ (573,669 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Amounts in thousands) Six months ended June 30, 2017 Parent Guarantors Non-Guarantor Eliminations Consolidated Net cash provided by (used in) operating activities $ 268,068 $ 18,585 $ 1 $ (1 ) $ 286,653 Net cash (used in) provided by investing activities (1,669,539 ) (1,362,222 ) (1,151 ) 1,388,288 (1,644,624 ) Net cash provided by (used in) financing activities 199,651 1,387,137 1,150 (1,388,287 ) 199,651 Net (decrease) increase in cash and cash equivalents (1,201,820 ) 43,500 — — (1,158,320 ) Cash and cash equivalents at beginning of period 1,273,882 1,993 — — 1,275,875 Cash and cash equivalents at end of period $ 72,062 $ 45,493 $ — $ — $ 117,555 Six months ended June 30, 2016 Parent Guarantors Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 142,470 $ 254 $ — $ — $ 142,724 Net cash (used in) provided by investing activities (281,044 ) (25,500 ) (13,690 ) 39,190 (281,044 ) Net cash provided by (used in) financing activities 421,783 25,500 13,690 (39,190 ) 421,783 Net increase in cash and cash equivalents 283,209 254 — — 283,463 Cash and cash equivalents at beginning of period 112,494 479 1 — 112,974 Cash and cash equivalents at end of period $ 395,703 $ 733 $ 1 $ — $ 396,437 |