| 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 "Notes". The 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 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.
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, 2015 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
73,667 |
|
|
$ |
1,072 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
74,740 |
|
Accounts receivable - oil and gas |
79,621 |
|
|
59 |
|
|
— |
|
|
— |
|
|
79,680 |
|
Accounts receivable - related parties |
33 |
|
|
— |
|
|
— |
|
|
— |
|
|
33 |
|
Accounts receivable - intercompany |
48,154 |
|
|
26 |
|
|
— |
|
|
(48,180 |
) |
|
— |
|
Prepaid expenses and other current assets |
15,777 |
|
|
— |
|
|
— |
|
|
— |
|
|
15,777 |
|
Short-term derivative instruments |
93,030 |
|
|
— |
|
|
— |
|
|
— |
|
|
93,030 |
|
Total current assets |
310,282 |
|
|
1,157 |
|
|
1 |
|
|
(48,180 |
) |
|
263,260 |
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting |
4,139,903 |
|
|
38,769 |
|
|
— |
|
|
(710 |
) |
|
4,177,962 |
|
Other property and equipment |
19,008 |
|
|
43 |
|
|
— |
|
|
— |
|
|
19,051 |
|
Accumulated depletion, depreciation, amortization and impairment |
(1,140,142 |
) |
|
(26 |
) |
|
— |
|
|
— |
|
|
(1,140,168 |
) |
Property and equipment, net |
3,018,769 |
|
|
38,786 |
|
|
— |
|
|
(710 |
) |
|
3,056,845 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
365,840 |
|
|
— |
|
|
167,186 |
|
|
(158,055 |
) |
|
374,971 |
|
Derivative instruments |
41,956 |
|
|
— |
|
|
— |
|
|
— |
|
|
41,956 |
|
Other assets |
18,566 |
|
|
— |
|
|
— |
|
|
— |
|
|
18,566 |
|
Total other assets |
426,362 |
|
|
— |
|
|
167,186 |
|
|
(158,055 |
) |
|
435,493 |
|
Total assets |
$ |
3,755,413 |
|
|
$ |
39,943 |
|
|
$ |
167,187 |
|
|
$ |
(206,945 |
) |
|
$ |
3,755,598 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
399,912 |
|
|
$ |
184 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
400,096 |
|
Accounts payable - intercompany |
— |
|
|
48,072 |
|
|
108 |
|
|
(48,180 |
) |
|
— |
|
Asset retirement obligation - current |
75 |
|
|
— |
|
|
— |
|
|
— |
|
|
75 |
|
Short-term derivative instruments |
823 |
|
|
— |
|
|
— |
|
|
— |
|
|
823 |
|
Deferred tax liability - current |
29,622 |
|
|
— |
|
|
— |
|
|
— |
|
|
29,622 |
|
Current maturities of long-term debt |
1,781 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,781 |
|
Total current liabilities |
432,213 |
|
|
48,256 |
|
|
108 |
|
|
(48,180 |
) |
|
432,397 |
|
Long-term derivative instrument |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Asset retirement obligation - long-term |
18,656 |
|
|
— |
|
|
— |
|
|
— |
|
|
18,656 |
|
Deferred tax liability |
215,122 |
|
|
— |
|
|
— |
|
|
— |
|
|
215,122 |
|
Long-term debt, net of current maturities |
779,130 |
|
|
— |
|
|
— |
|
|
— |
|
|
779,130 |
|
Total liabilities |
1,445,121 |
|
|
48,256 |
|
|
108 |
|
|
(48,180 |
) |
|
1,445,305 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
Common stock |
857 |
|
|
— |
|
|
— |
|
|
— |
|
|
857 |
|
Paid-in capital |
1,832,062 |
|
|
321 |
|
|
233,174 |
|
|
(233,494 |
) |
|
1,832,063 |
|
Accumulated other comprehensive income (loss) |
(41,659 |
) |
|
— |
|
|
(41,659 |
) |
|
41,659 |
|
|
(41,659 |
) |
Retained earnings (accumulated deficit) |
519,032 |
|
|
(8,634 |
) |
|
(24,436 |
) |
|
33,070 |
|
|
519,032 |
|
Total stockholders' equity |
2,310,292 |
|
|
(8,313 |
) |
|
167,079 |
|
|
(158,765 |
) |
|
2,310,293 |
|
Total liabilities and stockholders' equity |
$ |
3,755,413 |
|
|
$ |
39,943 |
|
|
$ |
167,187 |
|
|
$ |
(206,945 |
) |
|
$ |
3,755,598 |
|
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 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 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 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2014 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
117,850 |
|
|
$ |
179 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
118,029 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
11,381 |
|
|
248 |
|
|
— |
|
|
— |
|
|
11,629 |
|
Production taxes |
6,937 |
|
|
20 |
|
|
— |
|
|
— |
|
|
6,957 |
|
Midstream gathering and processing |
7,757 |
|
|
12 |
|
|
— |
|
|
— |
|
|
7,769 |
|
Depreciation, depletion, and amortization |
56,877 |
|
|
— |
|
|
— |
|
|
— |
|
|
56,877 |
|
General and administrative |
9,488 |
|
|
27 |
|
|
(4 |
) |
|
— |
|
|
9,511 |
|
Accretion expense |
188 |
|
|
— |
|
|
— |
|
|
— |
|
|
188 |
|
Gain on sale of assets |
(11 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(11 |
) |
|
92,617 |
|
|
307 |
|
|
(4 |
) |
|
— |
|
|
92,920 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS |
25,233 |
|
|
(128 |
) |
|
4 |
|
|
— |
|
|
25,109 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
3,885 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,885 |
|
Interest income |
(106 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(106 |
) |
Litigation settlement |
18,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
18,000 |
|
(Income) loss from equity method investments and investments in subsidiaries |
(128,351 |
) |
|
— |
|
|
2,001 |
|
|
(2,125 |
) |
|
(128,475 |
) |
|
(106,572 |
) |
|
— |
|
|
2,001 |
|
|
(2,125 |
) |
|
(106,696 |
) |
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
131,805 |
|
|
(128 |
) |
|
(1,997 |
) |
|
2,125 |
|
|
131,805 |
|
INCOME TAX EXPENSE |
49,247 |
|
|
— |
|
|
— |
|
|
— |
|
|
49,247 |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
82,558 |
|
|
$ |
(128 |
) |
|
$ |
(1,997 |
) |
|
$ |
2,125 |
|
|
$ |
82,558 |
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 income (loss) |
(14,984 |
) |
|
— |
|
|
(14,984 |
) |
|
14,984 |
|
|
(14,984 |
) |
Comprehensive income (loss) |
$ |
10,535 |
|
|
$ |
216 |
|
|
$ |
(19,128 |
) |
|
$ |
18,912 |
|
|
$ |
10,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2014 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
Net income (loss) |
$ |
82,558 |
|
|
$ |
(128 |
) |
|
$ |
(1,997 |
) |
|
$ |
2,125 |
|
|
$ |
82,558 |
|
Foreign currency translation adjustment |
(7,278 |
) |
|
— |
|
|
(7,278 |
) |
|
7,278 |
|
|
(7,278 |
) |
Other comprehensive income (loss) |
(7,278 |
) |
|
— |
|
|
(7,278 |
) |
|
7,278 |
|
|
(7,278 |
) |
Comprehensive income (loss) |
$ |
75,280 |
|
|
$ |
(128 |
) |
|
$ |
(9,275 |
) |
|
$ |
9,403 |
|
|
$ |
75,280 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 provided by (used in) 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2014 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
$ |
159,736 |
|
|
$ |
(3,585 |
) |
|
$ |
(1 |
) |
|
$ |
— |
|
|
$ |
156,150 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
(443,079 |
) |
|
(2,034 |
) |
|
(8,069 |
) |
|
8,070 |
|
|
(445,112 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
388 |
|
|
— |
|
|
8,070 |
|
|
(8,070 |
) |
|
388 |
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
(282,955 |
) |
|
(5,619 |
) |
|
— |
|
|
— |
|
|
(288,574 |
) |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
451,431 |
|
|
7,525 |
|
|
— |
|
|
— |
|
|
458,956 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
$ |
168,476 |
|
|
$ |
1,906 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
170,382 |
|
|