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 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, 2018 Parent Guarantors Non-Guarantor Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 80,605 $ 38,624 $ 1 $ — $ 119,230 Accounts receivable - oil and natural gas sales 102,746 37,463 — — 140,209 Accounts receivable - joint interest and other 24,244 29,375 — — 53,619 Accounts receivable - related parties 110 — — — 110 Accounts receivable - intercompany 628,119 258,216 — (886,335 ) — Prepaid expenses and other current assets 8,308 2,390 — — 10,698 Short-term derivative instruments 20,745 — — — 20,745 Total current assets 864,877 366,068 1 (886,335 ) 344,611 Property and equipment: Oil and natural gas properties, full-cost accounting 6,921,387 2,828,498 — (729 ) 9,749,156 Other property and equipment 91,156 51 — — 91,207 Accumulated depletion, depreciation, amortization and impairment (4,386,332 ) (38 ) — — (4,386,370 ) Property and equipment, net 2,626,211 2,828,511 — (729 ) 5,453,993 Other assets: Equity investments and investments in subsidiaries 2,618,091 — 49,957 (2,449,199 ) 218,849 Long-term derivative instruments 7,657 — — — 7,657 Inventories 6,741 2,678 — — 9,419 Other assets 13,378 6,526 — — 19,904 Total other assets 2,645,867 9,204 49,957 (2,449,199 ) 255,829 Total assets $ 6,136,955 $ 3,203,783 $ 49,958 $ (3,336,263 ) $ 6,054,433 Liabilities and Stockholders ’ Equity Current liabilities: Accounts payable and accrued liabilities $ 421,911 $ 162,505 $ — $ — $ 584,416 Accounts payable - intercompany 258,218 627,989 128 (886,335 ) — Asset retirement obligation - current 120 — — — 120 Short-term derivative instruments 61,161 — — — 61,161 Current maturities of long-term debt 639 — — — 639 Total current liabilities 742,049 790,494 128 (886,335 ) 646,336 Long-term derivative instruments 17,479 — — — 17,479 Asset retirement obligation - long-term 64,364 12,451 — — 76,815 Deferred tax liability 2,965 — — — 2,965 Other non-current liabilities — 740 — — 740 Long-term debt, net of current maturities 2,114,899 — — — 2,114,899 Total liabilities 2,941,756 803,685 128 (886,335 ) 2,859,234 Stockholders’ equity: Common stock 1,733 — — — 1,733 Paid-in capital 4,317,391 1,915,598 260,877 (2,176,475 ) 4,317,391 Accumulated other comprehensive (loss) income (49,406 ) — (47,287 ) 47,287 (49,406 ) Retained (deficit) earnings (1,074,519 ) 484,500 (163,760 ) (320,740 ) (1,074,519 ) Total stockholders’ equity 3,195,199 2,400,098 49,830 (2,449,928 ) 3,195,199 Total liabilities and stockholders ’ equity $ 6,136,955 $ 3,203,783 $ 49,958 $ (3,336,263 ) $ 6,054,433 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 sales 112,686 34,087 — — 146,773 Accounts receivable - joint interest and other 15,435 20,005 — — 35,440 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 June 30, 2018 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 146,774 $ 105,966 $ — $ — $ 252,740 Costs and expenses: Lease operating expenses 16,593 6,319 — — 22,912 Production taxes 4,793 2,866 — — 7,659 Midstream gathering and processing 52,542 18,898 — — 71,440 Depreciation, depletion and amortization 121,915 — — — 121,915 General and administrative 14,975 (968 ) 1 — 14,008 Accretion expense 795 220 — — 1,015 211,613 27,335 1 — 238,949 (LOSS) INCOME FROM OPERATIONS (64,839 ) 78,631 (1 ) — 13,791 OTHER (INCOME) EXPENSE: Interest expense 34,663 (959 ) — — 33,704 Interest income (27 ) (6 ) — — (33 ) Insurance proceeds (231 ) — — — (231 ) Gain on sale of equity method investments (25,616 ) (96,419 ) — — (122,035 ) (Income) loss from equity method investments and investments in subsidiaries (183,901 ) (336 ) 228 175,121 (8,888 ) Other income (1,046 ) 1 — 1,000 (45 ) (176,158 ) (97,719 ) 228 176,121 (97,528 ) INCOME (LOSS) BEFORE INCOME TAXES 111,319 176,350 (229 ) (176,121 ) 111,319 INCOME TAX BENEFIT — — — — — NET INCOME (LOSS) $ 111,319 $ 176,350 $ (229 ) $ (176,121 ) $ 111,319 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 ) Gain on sale of equity method investments (12,523 ) — — — (12,523 ) (Income) loss from equity method investments and investments in subsidiaries (27,952 ) (83 ) 208 53,651 25,824 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) Six months ended June 30, 2018 Parent Guarantors Non-Guarantor Eliminations Consolidated Total revenues $ 360,335 $ 217,797 $ — $ — $ 578,132 Costs and expenses: Lease operating expenses 30,424 11,394 — — 41,818 Production taxes 8,804 5,709 — — 14,513 Midstream gathering and processing 98,208 37,425 — — 135,633 Depreciation, depletion, and amortization 232,932 1 — — 232,933 General and administrative 28,786 (1,681 ) 2 — 27,107 Accretion expense 1,585 434 — — 2,019 400,739 53,282 2 — 454,023 INCOME (LOSS) FROM OPERATIONS (40,404 ) 164,515 (2 ) — 124,109 OTHER (INCOME) EXPENSE: Interest expense 69,056 (1,387 ) — — 67,669 Interest income (58 ) (12 ) — — (70 ) Insurance proceeds (231 ) — — — (231 ) Gain on sale of equity method investments (25,616 ) (96,419 ) — — (122,035 ) (Income) loss from equity method investments and investments in subsidiaries (283,765 ) (693 ) 558 261,476 (22,424 ) Other (income) expense (1,130 ) (10 ) — 1,000 (140 ) (241,744 ) (98,521 ) 558 262,476 (77,231 ) INCOME (LOSS) BEFORE INCOME TAXES 201,340 263,036 (560 ) (262,476 ) 201,340 INCOME TAX BENEFIT (69 ) — — — (69 ) NET INCOME (LOSS) $ 201,409 $ 263,036 $ (560 ) $ (262,476 ) $ 201,409 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 ) Gain on sale of equity method investments (12,523 ) — — — (12,523 ) (Income) loss from equity method investments and investments in subsidiaries (70,566 ) 2,458 573 98,266 30,731 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 EXPENSE — — — — — NET INCOME (LOSS) $ 260,391 $ 99,741 $ (575 ) $ (99,166 ) $ 260,391 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Amounts in thousands) Three months ended June 30, 2018 Parent Guarantors Non-Guarantor Eliminations Consolidated Net income (loss) $ 111,319 $ 176,350 $ (229 ) $ (176,121 ) $ 111,319 Foreign currency translation adjustment (3,364 ) 14 (3,378 ) 3,364 (3,364 ) Other comprehensive (loss) income (3,364 ) 14 (3,378 ) 3,364 (3,364 ) Comprehensive income (loss) $ 107,955 $ 176,364 $ (3,607 ) $ (172,757 ) $ 107,955 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 Six months ended June 30, 2018 Parent Guarantors Non-Guarantor Eliminations Consolidated Net income (loss) $ 201,409 $ 263,036 $ (560 ) $ (262,476 ) $ 201,409 Foreign currency translation adjustment (8,867 ) (173 ) (8,694 ) 8,867 (8,867 ) Other comprehensive (loss) income (8,867 ) (173 ) (8,694 ) 8,867 (8,867 ) Comprehensive income (loss) $ 192,542 $ 262,863 $ (9,254 ) $ (253,609 ) $ 192,542 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 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Amounts in thousands) Six months ended June 30, 2018 Parent Guarantors Non-Guarantor Eliminations Consolidated Net cash provided by operating activities $ 370,965 $ 40,078 $ — $ 1 $ 411,044 Net cash (used in) provided by investing activities (327,362 ) (33,103 ) (1,569 ) 1,569 (360,465 ) Net cash (used in) provided by financing activities (30,906 ) — 1,570 (1,570 ) (30,906 ) Net increase in cash, cash equivalents and restricted cash 12,697 6,975 1 — 19,673 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 $ 80,605 $ 38,624 $ 1 $ — $ 119,230 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 (1,854,539 ) (1,362,222 ) (1,151 ) 1,388,288 (1,829,624 ) 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, cash equivalents and restricted cash (1,386,820 ) 43,500 — — (1,343,320 ) 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 $ 72,062 $ 45,493 $ — $ — $ 117,555 |