| 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2018 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
89,214 |
|
|
$ |
35,357 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
124,571 |
|
Accounts receivable - oil and natural gas sales |
111,463 |
|
|
45,928 |
|
|
— |
|
|
— |
|
|
157,391 |
|
Accounts receivable - joint interest and other |
19,066 |
|
|
20,445 |
|
|
— |
|
|
— |
|
|
39,511 |
|
Accounts receivable - related parties |
79 |
|
|
— |
|
|
— |
|
|
— |
|
|
79 |
|
Accounts receivable - intercompany |
662,319 |
|
|
240,373 |
|
|
— |
|
|
(902,692 |
) |
|
— |
|
Prepaid expenses and other current assets |
7,521 |
|
|
2,221 |
|
|
— |
|
|
— |
|
|
9,742 |
|
Short-term derivative instruments |
19,809 |
|
|
— |
|
|
— |
|
|
— |
|
|
19,809 |
|
Total current assets |
909,471 |
|
|
344,324 |
|
|
— |
|
|
(902,692 |
) |
|
351,103 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting |
7,003,396 |
|
|
2,934,047 |
|
|
— |
|
|
(729 |
) |
|
9,936,714 |
|
Other property and equipment |
91,637 |
|
|
751 |
|
|
— |
|
|
— |
|
|
92,388 |
|
Accumulated depletion, depreciation, amortization and impairment |
(4,506,267 |
) |
|
(39 |
) |
|
— |
|
|
— |
|
|
(4,506,306 |
) |
Property and equipment, net |
2,588,766 |
|
|
2,934,759 |
|
|
— |
|
|
(729 |
) |
|
5,522,796 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
2,723,140 |
|
|
— |
|
|
53,380 |
|
|
(2,543,991 |
) |
|
232,529 |
|
Long-term derivative instruments |
3,530 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,530 |
|
Inventories |
6,800 |
|
|
1,434 |
|
|
— |
|
|
— |
|
|
8,234 |
|
Other assets |
13,018 |
|
|
4,020 |
|
|
— |
|
|
— |
|
|
17,038 |
|
Total other assets |
2,746,488 |
|
|
5,454 |
|
|
53,380 |
|
|
(2,543,991 |
) |
|
261,331 |
|
Total assets |
$ |
6,244,725 |
|
|
$ |
3,284,537 |
|
|
$ |
53,380 |
|
|
$ |
(3,447,412 |
) |
|
$ |
6,135,230 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
464,426 |
|
|
$ |
118,038 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
582,464 |
|
Accounts payable - intercompany |
240,310 |
|
|
662,254 |
|
|
128 |
|
|
(902,692 |
) |
|
— |
|
Asset retirement obligation - current |
120 |
|
|
— |
|
|
— |
|
|
— |
|
|
120 |
|
Short-term derivative instruments |
62,601 |
|
|
— |
|
|
— |
|
|
— |
|
|
62,601 |
|
Current maturities of long-term debt |
647 |
|
|
— |
|
|
— |
|
|
— |
|
|
647 |
|
Total current liabilities |
768,104 |
|
|
780,292 |
|
|
128 |
|
|
(902,692 |
) |
|
645,832 |
|
Long-term derivative instruments |
15,101 |
|
|
— |
|
|
— |
|
|
— |
|
|
15,101 |
|
Asset retirement obligation - long-term |
65,634 |
|
|
12,777 |
|
|
— |
|
|
— |
|
|
78,411 |
|
Deferred tax liability |
3,046 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,046 |
|
Long-term debt, net of current maturities |
2,100,825 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,100,825 |
|
Total liabilities |
2,952,710 |
|
|
793,069 |
|
|
128 |
|
|
(902,692 |
) |
|
2,843,215 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Common stock |
1,732 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,732 |
|
Paid-in capital |
4,316,006 |
|
|
1,915,598 |
|
|
261,626 |
|
|
(2,177,224 |
) |
|
4,316,006 |
|
Accumulated other comprehensive (loss) income |
(46,354 |
) |
|
— |
|
|
(44,338 |
) |
|
44,338 |
|
|
(46,354 |
) |
Retained (deficit) earnings |
(979,369 |
) |
|
575,870 |
|
|
(164,036 |
) |
|
(411,834 |
) |
|
(979,369 |
) |
Total stockholders’ equity |
3,292,015 |
|
|
2,491,468 |
|
|
53,252 |
|
|
(2,544,720 |
) |
|
3,292,015 |
|
Total liabilities and stockholders’ equity
|
$ |
6,244,725 |
|
|
$ |
3,284,537 |
|
|
$ |
53,380 |
|
|
$ |
(3,447,412 |
) |
|
$ |
6,135,230 |
|
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 September 30, 2018 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
235,683 |
|
|
$ |
125,279 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
360,962 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
16,502 |
|
|
5,823 |
|
|
— |
|
|
— |
|
|
22,325 |
|
Production taxes |
4,505 |
|
|
4,843 |
|
|
— |
|
|
— |
|
|
9,348 |
|
Midstream gathering and processing |
54,397 |
|
|
24,516 |
|
|
— |
|
|
— |
|
|
78,913 |
|
Depreciation, depletion and amortization |
119,914 |
|
|
1 |
|
|
— |
|
|
— |
|
|
119,915 |
|
General and administrative |
16,314 |
|
|
(467 |
) |
|
1 |
|
|
— |
|
|
15,848 |
|
Accretion expense |
812 |
|
|
225 |
|
|
— |
|
|
— |
|
|
1,037 |
|
|
212,444 |
|
|
34,941 |
|
|
1 |
|
|
— |
|
|
247,386 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS |
23,239 |
|
|
90,338 |
|
|
(1 |
) |
|
— |
|
|
113,576 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
34,254 |
|
|
(1,001 |
) |
|
— |
|
|
— |
|
|
33,253 |
|
Interest income |
(86 |
) |
|
(6 |
) |
|
— |
|
|
— |
|
|
(92 |
) |
Litigation settlement |
917 |
|
|
— |
|
|
— |
|
|
— |
|
|
917 |
|
Gain on sale of equity method investments |
(2,733 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(2,733 |
) |
(Income) loss from equity method investments and investments in subsidiaries |
(104,226 |
) |
|
(1 |
) |
|
275 |
|
|
91,094 |
|
|
(12,858 |
) |
Other income |
(37 |
) |
|
(24 |
) |
|
— |
|
|
— |
|
|
(61 |
) |
|
(71,911 |
) |
|
(1,032 |
) |
|
275 |
|
|
91,094 |
|
|
18,426 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
95,150 |
|
|
91,370 |
|
|
(276 |
) |
|
(91,094 |
) |
|
95,150 |
|
INCOME TAX BENEFIT |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
95,150 |
|
|
$ |
91,370 |
|
|
$ |
(276 |
) |
|
$ |
(91,094 |
) |
|
$ |
95,150 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2017 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
188,390 |
|
|
$ |
77,108 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
265,498 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
16,019 |
|
|
4,001 |
|
|
— |
|
|
— |
|
|
20,020 |
|
Production taxes |
4,052 |
|
|
1,367 |
|
|
— |
|
|
— |
|
|
5,419 |
|
Midstream gathering and processing |
52,725 |
|
|
16,647 |
|
|
— |
|
|
— |
|
|
69,372 |
|
Depreciation, depletion and amortization |
106,649 |
|
|
1 |
|
|
— |
|
|
— |
|
|
106,650 |
|
General and administrative |
13,956 |
|
|
(892 |
) |
|
1 |
|
|
— |
|
|
13,065 |
|
Accretion expense |
335 |
|
|
121 |
|
|
— |
|
|
— |
|
|
456 |
|
Acquisition expense |
(5 |
) |
|
38 |
|
|
— |
|
|
— |
|
|
33 |
|
|
193,731 |
|
|
21,283 |
|
|
1 |
|
|
— |
|
|
215,015 |
|
|
|
|
|
|
|
|
|
|
|
(LOSS) INCOME FROM OPERATIONS |
(5,341 |
) |
|
55,825 |
|
|
(1 |
) |
|
— |
|
|
50,483 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
27,914 |
|
|
(784 |
) |
|
— |
|
|
— |
|
|
27,130 |
|
Interest income |
(29 |
) |
|
(8 |
) |
|
— |
|
|
— |
|
|
(37 |
) |
(Income) loss from equity method investments and investments in subsidiaries |
(53,880 |
) |
|
128 |
|
|
296 |
|
|
56,193 |
|
|
2,737 |
|
Other income |
(344 |
) |
|
(1 |
) |
|
— |
|
|
— |
|
|
(345 |
) |
|
(26,339 |
) |
|
(665 |
) |
|
296 |
|
|
56,193 |
|
|
29,485 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
20,998 |
|
|
56,490 |
|
|
(297 |
) |
|
(56,193 |
) |
|
20,998 |
|
INCOME TAX EXPENSE |
2,763 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,763 |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
18,235 |
|
|
$ |
56,490 |
|
|
$ |
(297 |
) |
|
$ |
(56,193 |
) |
|
$ |
18,235 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2018 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
596,018 |
|
|
$ |
343,076 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
939,094 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
46,926 |
|
|
17,217 |
|
|
— |
|
|
— |
|
|
64,143 |
|
Production taxes |
13,309 |
|
|
10,552 |
|
|
— |
|
|
— |
|
|
23,861 |
|
Midstream gathering and processing |
152,605 |
|
|
61,941 |
|
|
— |
|
|
— |
|
|
214,546 |
|
Depreciation, depletion, and amortization |
352,846 |
|
|
2 |
|
|
— |
|
|
— |
|
|
352,848 |
|
General and administrative |
45,100 |
|
|
(2,148 |
) |
|
3 |
|
|
— |
|
|
42,955 |
|
Accretion expense |
2,397 |
|
|
659 |
|
|
— |
|
|
— |
|
|
3,056 |
|
|
613,183 |
|
|
88,223 |
|
|
3 |
|
|
— |
|
|
701,409 |
|
|
|
|
|
|
|
|
|
|
|
(LOSS) INCOME FROM OPERATIONS |
(17,165 |
) |
|
254,853 |
|
|
(3 |
) |
|
— |
|
|
237,685 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
103,310 |
|
|
(2,388 |
) |
|
— |
|
|
— |
|
|
100,922 |
|
Interest income |
(144 |
) |
|
(18 |
) |
|
— |
|
|
— |
|
|
(162 |
) |
Litigation settlement |
917 |
|
|
— |
|
|
— |
|
|
— |
|
|
917 |
|
Insurance proceeds |
(231 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(231 |
) |
Gain on sale of equity method investments |
(28,349 |
) |
|
(96,419 |
) |
|
— |
|
|
— |
|
|
(124,768 |
) |
(Income) loss from equity method investments and investments in subsidiaries |
(387,991 |
) |
|
(694 |
) |
|
833 |
|
|
352,570 |
|
|
(35,282 |
) |
Other (income) expense |
(1,167 |
) |
|
(34 |
) |
|
— |
|
|
1,000 |
|
|
(201 |
) |
|
(313,655 |
) |
|
(99,553 |
) |
|
833 |
|
|
353,570 |
|
|
(58,805 |
) |
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
296,490 |
|
|
354,406 |
|
|
(836 |
) |
|
(353,570 |
) |
|
296,490 |
|
INCOME TAX BENEFIT |
(69 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(69 |
) |
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
296,559 |
|
|
$ |
354,406 |
|
|
$ |
(836 |
) |
|
$ |
(353,570 |
) |
|
$ |
296,559 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2017 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
710,184 |
|
|
$ |
212,271 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
922,455 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
49,891 |
|
|
10,153 |
|
|
— |
|
|
— |
|
|
60,044 |
|
Production taxes |
10,799 |
|
|
3,665 |
|
|
— |
|
|
— |
|
|
14,464 |
|
Midstream gathering and processing |
132,740 |
|
|
43,518 |
|
|
— |
|
|
— |
|
|
176,258 |
|
Depreciation, depletion, and amortization |
254,884 |
|
|
3 |
|
|
— |
|
|
— |
|
|
254,887 |
|
General and administrative |
39,882 |
|
|
(1,963 |
) |
|
3 |
|
|
— |
|
|
37,922 |
|
Accretion expense |
908 |
|
|
240 |
|
|
— |
|
|
— |
|
|
1,148 |
|
Acquisition expense |
— |
|
|
2,391 |
|
|
— |
|
|
— |
|
|
2,391 |
|
|
489,104 |
|
|
58,007 |
|
|
3 |
|
|
— |
|
|
547,114 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS |
221,080 |
|
|
154,264 |
|
|
(3 |
) |
|
— |
|
|
375,341 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
79,095 |
|
|
(4,298 |
) |
|
— |
|
|
— |
|
|
74,797 |
|
Interest income |
(913 |
) |
|
(14 |
) |
|
— |
|
|
— |
|
|
(927 |
) |
Gain on sale of equity method investments |
(12,523 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(12,523 |
) |
(Income) loss from equity method investments and investments in subsidiaries |
(124,446 |
) |
|
2,586 |
|
|
869 |
|
|
154,459 |
|
|
33,468 |
|
Other (income) expense |
(1,522 |
) |
|
(241 |
) |
|
— |
|
|
900 |
|
|
(863 |
) |
|
(60,309 |
) |
|
(1,967 |
) |
|
869 |
|
|
155,359 |
|
|
93,952 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
281,389 |
|
|
156,231 |
|
|
(872 |
) |
|
(155,359 |
) |
|
281,389 |
|
INCOME TAX EXPENSE |
2,763 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,763 |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
278,626 |
|
|
$ |
156,231 |
|
|
$ |
(872 |
) |
|
$ |
(155,359 |
) |
|
$ |
278,626 |
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2018 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
95,150 |
|
|
$ |
91,370 |
|
|
$ |
(276 |
) |
|
$ |
(91,094 |
) |
|
$ |
95,150 |
|
Foreign currency translation adjustment |
3,052 |
|
|
103 |
|
|
2,949 |
|
|
(3,052 |
) |
|
3,052 |
|
Other comprehensive income (loss) |
3,052 |
|
|
103 |
|
|
2,949 |
|
|
(3,052 |
) |
|
3,052 |
|
Comprehensive income (loss) |
$ |
98,202 |
|
|
$ |
91,473 |
|
|
$ |
2,673 |
|
|
$ |
(94,146 |
) |
|
$ |
98,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2017 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
18,235 |
|
|
$ |
56,490 |
|
|
$ |
(297 |
) |
|
$ |
(56,193 |
) |
|
$ |
18,235 |
|
Foreign currency translation adjustment |
6,832 |
|
|
158 |
|
|
6,674 |
|
|
(6,832 |
) |
|
6,832 |
|
Other comprehensive income (loss) |
6,832 |
|
|
158 |
|
|
6,674 |
|
|
(6,832 |
) |
|
6,832 |
|
Comprehensive income (loss) |
$ |
25,067 |
|
|
$ |
56,648 |
|
|
$ |
6,377 |
|
|
$ |
(63,025 |
) |
|
$ |
25,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2018 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
296,559 |
|
|
$ |
354,406 |
|
|
$ |
(836 |
) |
|
$ |
(353,570 |
) |
|
$ |
296,559 |
|
Foreign currency translation adjustment |
(5,815 |
) |
|
(70 |
) |
|
(5,745 |
) |
|
5,815 |
|
|
(5,815 |
) |
Other comprehensive (loss) income |
(5,815 |
) |
|
(70 |
) |
|
(5,745 |
) |
|
5,815 |
|
|
(5,815 |
) |
Comprehensive income (loss) |
$ |
290,744 |
|
|
$ |
354,336 |
|
|
$ |
(6,581 |
) |
|
$ |
(347,755 |
) |
|
$ |
290,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2017 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
Net income (loss) |
$ |
278,626 |
|
|
$ |
156,231 |
|
|
$ |
(872 |
) |
|
$ |
(155,359 |
) |
|
$ |
278,626 |
|
Foreign currency translation adjustment |
12,719 |
|
|
232 |
|
|
12,487 |
|
|
(12,719 |
) |
|
12,719 |
|
Other comprehensive income (loss) |
12,719 |
|
|
232 |
|
|
12,487 |
|
|
(12,719 |
) |
|
12,719 |
|
Comprehensive income (loss) |
$ |
291,345 |
|
|
$ |
156,463 |
|
|
$ |
11,615 |
|
|
$ |
(168,078 |
) |
|
$ |
291,345 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2018 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
$ |
416,833 |
|
|
$ |
192,123 |
|
|
$ |
(1 |
) |
|
$ |
1 |
|
|
$ |
608,956 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
(344,330 |
) |
|
(188,415 |
) |
|
(2,318 |
) |
|
2,318 |
|
|
(532,745 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
(51,197 |
) |
|
— |
|
|
2,319 |
|
|
(2,319 |
) |
|
(51,197 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase in cash, cash equivalents and restricted cash |
21,306 |
|
|
3,708 |
|
|
— |
|
|
— |
|
|
25,014 |
|
|
|
|
|
|
|
|
|
|
|
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 |
$ |
89,214 |
|
|
$ |
35,357 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
124,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2017 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
$ |
310,624 |
|
|
$ |
181,108 |
|
|
$ |
(1 |
) |
|
$ |
2 |
|
|
$ |
491,733 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
(2,034,554 |
) |
|
(1,554,063 |
) |
|
(1,843 |
) |
|
1,408,980 |
|
|
(2,181,480 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
354,143 |
|
|
1,407,137 |
|
|
1,845 |
|
|
(1,408,982 |
) |
|
354,143 |
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
(1,369,787 |
) |
|
34,182 |
|
|
1 |
|
|
— |
|
|
(1,335,604 |
) |
|
|
|
|
|
|
|
|
|
|
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 |
$ |
89,095 |
|
|
$ |
36,175 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
125,271 |
|
|