Condensed Consolidating Financial Information | CONDENSED CONSOLIDATING FINANCIAL INFORMATION 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. In connection with the 2024 Notes and the 2025 Notes Offerings, the Company and its subsidiary guarantors entered into two registration rights agreements, pursuant to which the Company agreed to file a registration statement with respect to offers to exchange the 2024 Notes and the 2025 Notes for new issues of substantially identical debt securities registered under the Securities Act. The exchange offers for the 2024 Notes and the 2025 Notes were completed on September 13, 2017. On October 11, 2017, the Company issued $450.0 million in aggregate principal amount of the 2026 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. A portion of the net proceeds from the issuance of the 2026 Notes was used to repay all of the Company's outstanding borrowings under its secured revolving credit facility on October 11, 2017 and the balance was used to fund the remaining outspend related to the Company's 2017 capital development plans. In connection with the 2026 Notes offering, the Company and its subsidiary guarantors entered into a registration rights agreement pursuant to which the Company agreed to file a registration statement with respect to an offer to exchange the 2026 Notes for a new issue of substantially identical debt securities registered under the Securities Act. On January 18, 2018, the Company filed a registration statement on Form S-4 with respect to an offer to exchange the 2026 Notes for substantially identical debt securities registered under the Securities Act, which registration statement was declared effective by the SEC on February 12, 2018. The exchange offer relating to the 2026 notes closed on March 22, 2018. The 2023 Notes, the 2024 Notes, the 2025 Notes and the 2026 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 2023 Notes, the 2024 Notes, the 2025 Notes and the 2026 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 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) March 31, 2018 Parent Guarantors Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 81,357 $ 37,254 $ 2 $ — $ 118,613 Accounts receivable - oil and natural gas 133,387 66,070 — — 199,457 Accounts receivable - intercompany 585,111 64,492 — (649,603 ) — Prepaid expenses and other current assets 6,115 1,449 — — 7,564 Short-term derivative instruments 50,906 — — — 50,906 Total current assets 856,876 169,265 2 (649,603 ) 376,540 Property and equipment: Oil and natural gas properties, full-cost accounting 6,769,164 2,702,262 — (729 ) 9,470,697 Other property and equipment 89,597 51 — — 89,648 Accumulated depletion, depreciation, amortization and impairment (4,264,609 ) (38 ) — — (4,264,647 ) Property and equipment, net 2,594,152 2,702,275 — (729 ) 5,295,698 Other assets: Equity investments and investments in subsidiaries 2,458,237 77,350 53,563 (2,277,456 ) 311,694 Long-term derivative instruments 15,769 — — — 15,769 Deferred tax asset — — — — — Inventories 6,045 2,460 — — 8,505 Other assets 13,569 6,617 — — 20,186 Total other assets 2,493,620 86,427 53,563 (2,277,456 ) 356,154 Total assets $ 5,944,648 $ 2,957,967 $ 53,565 $ (2,927,788 ) $ 6,028,392 Liabilities and Stockholders ’ Equity Current liabilities: Accounts payable and accrued liabilities $ 443,963 $ 133,585 $ — $ — $ 577,548 Accounts payable - intercompany 64,980 584,495 128 (649,603 ) — Asset retirement obligation - current 120 — — — 120 Short-term derivative instruments 37,570 — — — 37,570 Current maturities of long-term debt 629 — — — 629 Total current liabilities 547,262 718,080 128 (649,603 ) 615,867 Long-term derivative instruments 2,499 — — — 2,499 Asset retirement obligation - long-term 64,091 12,176 — — 76,267 Deferred tax liability 2,884 — — — 2,884 Other non-current liabilities — 2,963 — — 2,963 Long-term debt, net of current maturities 2,239,023 — — — 2,239,023 Total liabilities 2,855,759 733,219 128 (649,603 ) 2,939,503 Stockholders’ equity: Common stock 1,735 — — — 1,735 Paid-in capital 4,319,034 1,915,598 260,877 (2,176,475 ) 4,319,034 Accumulated other comprehensive (loss) income (46,042 ) — (43,909 ) 43,909 (46,042 ) Retained (deficit) earnings (1,185,838 ) 309,150 (163,531 ) (145,619 ) (1,185,838 ) Total stockholders’ equity 3,088,889 2,224,748 53,437 (2,278,185 ) 3,088,889 Total liabilities and stockholders ’ equity $ 5,944,648 $ 2,957,967 $ 53,565 $ (2,927,788 ) $ 6,028,392 CONDENSED CONSOLIDATING BALANCE SHEETS (Amounts in thousands) December 31, 2017 Parent Guarantors Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 67,908 $ 31,649 $ — $ — $ 99,557 Accounts receivable - oil and natural gas 128,121 54,092 — — 182,213 Accounts receivable - intercompany 554,439 63,374 — (617,813 ) — Prepaid expenses and other current assets 4,719 193 — — 4,912 Short-term derivative instruments 78,847 — — — 78,847 Total current assets 834,034 149,308 — (617,813 ) 365,529 Property and equipment: Oil and natural gas properties, full-cost accounting, 6,562,147 2,607,738 — (729 ) 9,169,156 Other property and equipment 86,711 43 — — 86,754 Accumulated depletion, depreciation, amortization and impairment (4,153,696 ) (37 ) — — (4,153,733 ) Property and equipment, net 2,495,162 2,607,744 — (729 ) 5,102,177 Other assets: Equity investments and investments in subsidiaries 2,361,575 77,744 57,641 (2,194,848 ) 302,112 Long-term derivative instruments 8,685 — — — 8,685 Deferred tax asset 1,208 — — — 1,208 Inventories 5,816 2,411 — — 8,227 Other assets 12,483 7,331 — — 19,814 Total other assets 2,389,767 87,486 57,641 (2,194,848 ) 340,046 Total assets $ 5,718,963 $ 2,844,538 $ 57,641 $ (2,813,390 ) $ 5,807,752 Liabilities and Stockholders ’ Equity Current liabilities: Accounts payable and accrued liabilities $ 416,249 $ 137,361 $ — $ (1 ) $ 553,609 Accounts payable - intercompany 63,373 554,313 127 (617,813 ) — Asset retirement obligation - current 120 — — — 120 Short-term derivative instruments 32,534 — — — 32,534 Current maturities of long-term debt 622 — — — 622 Total current liabilities 512,898 691,674 127 (617,814 ) 586,885 Long-term derivative instruments 2,989 — — — 2,989 Asset retirement obligation - long-term 63,141 11,839 — — 74,980 Other non-current liabilities — 2,963 — — 2,963 Long-term debt, net of current maturities 2,038,321 — — — 2,038,321 Total liabilities 2,617,349 706,476 127 (617,814 ) 2,706,138 Stockholders’ equity: Common stock 1,831 — — — 1,831 Paid-in capital 4,416,250 1,915,598 259,307 (2,174,905 ) 4,416,250 Accumulated other comprehensive (loss) income (40,539 ) — (38,593 ) 38,593 (40,539 ) Retained (deficit) earnings (1,275,928 ) 222,464 (163,200 ) (59,264 ) (1,275,928 ) Total stockholders’ equity 3,101,614 2,138,062 57,514 (2,195,576 ) 3,101,614 Total liabilities and stockholders ’ equity $ 5,718,963 $ 2,844,538 $ 57,641 $ (2,813,390 ) $ 5,807,752 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Amounts in thousands) Three months ended March 31, 2018 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 213,561 $ 111,831 $ — $ — $ 325,392 Costs and expenses: Lease operating expenses 13,831 5,075 — — 18,906 Production taxes 4,011 2,843 — — 6,854 Midstream gathering and processing 45,666 18,527 — — 64,193 Depreciation, depletion and amortization 111,017 1 — — 111,018 General and administrative 13,811 (713 ) 1 — 13,099 Accretion expense 790 214 — — 1,004 Acquisition expense — — — — — 189,126 25,947 1 — 215,074 INCOME (LOSS) FROM OPERATIONS 24,435 85,884 (1 ) — 110,318 OTHER (INCOME) EXPENSE: Interest expense 34,393 (428 ) — — 33,965 Interest income (31 ) (6 ) — — (37 ) (Income) loss from equity method investments and investments in subsidiaries (99,864 ) (357 ) 330 86,355 (13,536 ) Other income (84 ) (11 ) — — (95 ) (65,586 ) (802 ) 330 86,355 20,297 INCOME (LOSS) BEFORE INCOME TAXES 90,021 86,686 (331 ) (86,355 ) 90,021 INCOME TAX BENEFIT (69 ) — — — (69 ) NET INCOME (LOSS) $ 90,090 $ 86,686 $ (331 ) $ (86,355 ) $ 90,090 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Amounts in thousands) Three months ended March 31, 2017 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 272,441 $ 60,563 $ — $ — $ 333,004 Costs and expenses: Lease operating expenses 17,449 1,854 — — 19,303 Production taxes 3,102 804 — — 3,906 Midstream gathering and processing 37,724 10,217 — — 47,941 Depreciation, depletion and amortization 65,990 1 — — 65,991 General and administrative 12,874 (275 ) 1 — 12,600 Accretion expense 282 — — — 282 Acquisition expense — 1,298 — — 1,298 137,421 13,899 1 — 151,321 INCOME (LOSS) FROM OPERATIONS 135,020 46,664 (1 ) — 181,683 OTHER (INCOME) EXPENSE: Interest expense 25,048 (1,569 ) — — 23,479 Interest income (842 ) — — — (842 ) (Income) loss from equity method investments and investments in subsidiaries (42,614 ) 2,541 365 44,615 4,907 Other (income) expense (1,027 ) (189 ) — 900 (316 ) (19,435 ) 783 365 45,515 27,228 INCOME (LOSS) BEFORE INCOME TAXES 154,455 45,881 (366 ) (45,515 ) 154,455 INCOME TAX EXPENSE — — — — — NET INCOME (LOSS) $ 154,455 $ 45,881 $ (366 ) $ (45,515 ) $ 154,455 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Amounts in thousands) Three months ended March 31, 2018 Parent Guarantors Non-Guarantor Eliminations Consolidated Net income (loss) $ 90,090 $ 86,686 $ (331 ) $ (86,355 ) $ 90,090 Foreign currency translation adjustment (5,503 ) (187 ) (5,316 ) 5,503 (5,503 ) Other comprehensive (loss) income (5,503 ) (187 ) (5,316 ) 5,503 (5,503 ) Comprehensive income (loss) $ 84,587 $ 86,499 $ (5,647 ) $ (80,852 ) $ 84,587 Three months ended March 31, 2017 Parent Guarantors Non-Guarantor Eliminations Consolidated Net income (loss) $ 154,455 $ 45,881 $ (366 ) $ (45,515 ) $ 154,455 Foreign currency translation adjustment 1,373 55 1,318 (1,373 ) 1,373 Other comprehensive income (loss) 1,373 55 1,318 (1,373 ) 1,373 Comprehensive income (loss) $ 155,828 $ 45,936 $ 952 $ (46,888 ) $ 155,828 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Amounts in thousands) Three months ended March 31, 2018 Parent Guarantors Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 144,895 $ 81,452 $ 1 $ 1 $ 226,349 Net cash (used in) provided by investing activities (231,024 ) (75,847 ) (1,569 ) 1,569 (306,871 ) Net cash provided by (used in) financing activities 99,578 — 1,570 (1,570 ) 99,578 Net increase in cash, cash equivalents and restricted cash 13,449 5,605 2 — 19,056 Cash, cash equivalents and restricted cash at beginning of period 67,908 31,649 — — 99,557 Cash, cash equivalents and restricted cash at end of period $ 81,357 $ 37,254 $ 2 $ — $ 118,613 Three months ended March 31, 2017 Parent Guarantors Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 139,260 $ 3,384 $ 1 $ — $ 142,645 Net cash (used in) provided by investing activities (1,557,852 ) (1,348,964 ) (673 ) 1,374,810 (1,532,679 ) Net cash provided by (used in) financing activities 31,644 1,374,137 673 (1,374,810 ) 31,644 Net (decrease) increase in cash, cash equivalents and restricted cash (1,386,948 ) 28,557 1 — (1,358,390 ) Cash, cash equivalents and restricted cash at beginning of period 1,458,882 1,993 — — 1,460,875 Cash, cash equivalents and restricted cash at end of period $ 71,934 $ 30,550 $ 1 $ — $ 102,485 |