| CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
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 Notes are not guaranteed by Grizzly Holdings or Mule Sky LLC ("Mule Sky") (the “Non-Guarantors”). 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. Effective June 1, 2019, the Parent contributed interests in certain oil and gas assets and related liabilities to certain of the Guarantors.
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-Guarantors 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-Guarantors.
CONDENSED CONSOLIDATING BALANCE SHEETS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
6,279 |
|
|
$ |
3,715 |
|
|
$ |
130 |
|
|
$ |
— |
|
|
$ |
10,124 |
|
Accounts receivable - oil and natural gas sales |
857 |
|
|
111,800 |
|
|
— |
|
|
— |
|
|
112,657 |
|
Accounts receivable - joint interest and other |
6,909 |
|
|
34,418 |
|
|
— |
|
|
— |
|
|
41,327 |
|
Accounts receivable - intercompany |
953,446 |
|
|
625,306 |
|
|
— |
|
|
(1,578,752 |
) |
|
— |
|
Prepaid expenses and other current assets |
3,886 |
|
|
1,697 |
|
|
75 |
|
|
— |
|
|
5,658 |
|
Short-term derivative instruments |
134,571 |
|
|
— |
|
|
— |
|
|
— |
|
|
134,571 |
|
Total current assets |
1,105,948 |
|
|
776,936 |
|
|
205 |
|
|
(1,578,752 |
) |
|
304,337 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting |
1,312,715 |
|
|
9,239,581 |
|
|
146 |
|
|
(729 |
) |
|
10,551,713 |
|
Other property and equipment |
92,163 |
|
|
751 |
|
|
3,319 |
|
|
— |
|
|
96,233 |
|
Accumulated depletion, depreciation, amortization and impairment |
(1,416,261 |
) |
|
(3,646,931 |
) |
|
(221 |
) |
|
— |
|
|
(5,063,413 |
) |
Property and equipment, net |
(11,383 |
) |
|
5,593,401 |
|
|
3,244 |
|
|
(729 |
) |
|
5,584,533 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
5,106,904 |
|
|
— |
|
|
49,545 |
|
|
(5,082,487 |
) |
|
73,962 |
|
Long-term derivative instruments |
23,419 |
|
|
— |
|
|
— |
|
|
— |
|
|
23,419 |
|
Deferred tax asset |
205,853 |
|
|
— |
|
|
— |
|
|
— |
|
|
205,853 |
|
Inventories |
94 |
|
|
6,928 |
|
|
— |
|
|
— |
|
|
7,022 |
|
Operating lease assets |
13,920 |
|
|
— |
|
|
— |
|
|
— |
|
|
13,920 |
|
Operating lease assets - related parties |
48,449 |
|
|
— |
|
|
— |
|
|
— |
|
|
48,449 |
|
Other assets |
11,333 |
|
|
320 |
|
|
— |
|
|
— |
|
|
11,653 |
|
Total other assets |
5,409,972 |
|
|
7,248 |
|
|
49,545 |
|
|
(5,082,487 |
) |
|
384,278 |
|
Total assets |
$ |
6,504,537 |
|
|
$ |
6,377,585 |
|
|
$ |
52,994 |
|
|
$ |
(6,661,968 |
) |
|
$ |
6,273,148 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
69,863 |
|
|
$ |
369,129 |
|
|
$ |
27 |
|
|
$ |
— |
|
|
$ |
439,019 |
|
Accounts payable - intercompany |
660,364 |
|
|
914,401 |
|
|
3,987 |
|
|
(1,578,752 |
) |
|
— |
|
Short-term derivative instruments |
429 |
|
|
— |
|
|
— |
|
|
— |
|
|
429 |
|
Current portion of operating lease liabilities |
12,848 |
|
|
— |
|
|
— |
|
|
— |
|
|
12,848 |
|
Current portion of operating lease liabilities - related parties |
21,017 |
|
|
— |
|
|
— |
|
|
— |
|
|
21,017 |
|
Current maturities of long-term debt |
622 |
|
|
— |
|
|
— |
|
|
— |
|
|
622 |
|
Total current liabilities |
765,143 |
|
|
1,283,530 |
|
|
4,014 |
|
|
(1,578,752 |
) |
|
473,935 |
|
Long-term derivative instruments |
72,040 |
|
|
— |
|
|
— |
|
|
— |
|
|
72,040 |
|
Asset retirement obligation - long-term |
— |
|
|
59,819 |
|
|
— |
|
|
— |
|
|
59,819 |
|
Uncertain tax position liability |
3,127 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,127 |
|
Non-current operating lease liabilities |
1,072 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,072 |
|
Non-current operating lease liabilities - related parties |
27,432 |
|
|
— |
|
|
— |
|
|
— |
|
|
27,432 |
|
Long-term debt, net of current maturities |
2,076,569 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,076,569 |
|
Total liabilities |
2,945,383 |
|
|
1,343,349 |
|
|
4,014 |
|
|
(1,578,752 |
) |
|
2,713,994 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Common stock |
1,597 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,597 |
|
Paid-in capital |
4,205,158 |
|
|
4,170,573 |
|
|
262,061 |
|
|
(4,432,634 |
) |
|
4,205,158 |
|
Accumulated other comprehensive loss |
(50,679 |
) |
|
— |
|
|
(48,548 |
) |
|
48,548 |
|
|
(50,679 |
) |
(Accumulated deficit) retained earnings |
(596,922 |
) |
|
863,663 |
|
|
(164,533 |
) |
|
(699,130 |
) |
|
(596,922 |
) |
Total stockholders’ equity |
3,559,154 |
|
|
5,034,236 |
|
|
48,980 |
|
|
(5,083,216 |
) |
|
3,559,154 |
|
Total liabilities and stockholders’ equity
|
$ |
6,504,537 |
|
|
$ |
6,377,585 |
|
|
$ |
52,994 |
|
|
$ |
(6,661,968 |
) |
|
$ |
6,273,148 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
25,585 |
|
|
$ |
26,711 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
52,297 |
|
Accounts receivable - oil and natural gas sales |
146,075 |
|
|
64,125 |
|
|
— |
|
|
— |
|
|
210,200 |
|
Accounts receivable - joint interest and other |
16,212 |
|
|
6,285 |
|
|
— |
|
|
— |
|
|
22,497 |
|
Accounts receivable - intercompany |
671,633 |
|
|
319,464 |
|
|
— |
|
|
(991,097 |
) |
|
— |
|
Prepaid expenses and other current assets |
7,843 |
|
|
2,174 |
|
|
— |
|
|
— |
|
|
10,017 |
|
Short-term derivative instruments |
21,352 |
|
|
— |
|
|
— |
|
|
— |
|
|
21,352 |
|
Total current assets |
888,700 |
|
|
418,759 |
|
|
1 |
|
|
(991,097 |
) |
|
316,363 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting, |
7,044,550 |
|
|
2,983,015 |
|
|
— |
|
|
(729 |
) |
|
10,026,836 |
|
Other property and equipment |
91,916 |
|
|
751 |
|
|
— |
|
|
— |
|
|
92,667 |
|
Accumulated depletion, depreciation, amortization and impairment |
(4,640,059 |
) |
|
(39 |
) |
|
— |
|
|
— |
|
|
(4,640,098 |
) |
Property and equipment, net |
2,496,407 |
|
|
2,983,727 |
|
|
— |
|
|
(729 |
) |
|
5,479,405 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
2,856,988 |
|
|
— |
|
|
44,259 |
|
|
(2,665,126 |
) |
|
236,121 |
|
Inventories |
4,210 |
|
|
1,134 |
|
|
— |
|
|
— |
|
|
5,344 |
|
Other assets |
12,624 |
|
|
1,178 |
|
|
— |
|
|
1 |
|
|
13,803 |
|
Total other assets |
2,873,822 |
|
|
2,312 |
|
|
44,259 |
|
|
(2,665,125 |
) |
|
255,268 |
|
Total assets |
$ |
6,258,929 |
|
|
$ |
3,404,798 |
|
|
$ |
44,260 |
|
|
$ |
(3,656,951 |
) |
|
$ |
6,051,036 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
419,107 |
|
|
$ |
99,273 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
518,380 |
|
Accounts payable - intercompany |
320,259 |
|
|
670,708 |
|
|
130 |
|
|
(991,097 |
) |
|
— |
|
Short-term derivative instruments |
20,401 |
|
|
— |
|
|
— |
|
|
— |
|
|
20,401 |
|
Current maturities of long-term debt |
651 |
|
|
— |
|
|
— |
|
|
— |
|
|
651 |
|
Total current liabilities |
760,418 |
|
|
769,981 |
|
|
130 |
|
|
(991,097 |
) |
|
539,432 |
|
Long-term derivative instruments |
13,992 |
|
|
— |
|
|
— |
|
|
— |
|
|
13,992 |
|
Asset retirement obligation - long-term |
66,859 |
|
|
13,093 |
|
|
— |
|
|
— |
|
|
79,952 |
|
Uncertain tax position liability |
3,127 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,127 |
|
Long-term debt, net of current maturities |
2,086,765 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,086,765 |
|
Total liabilities |
2,931,161 |
|
|
783,074 |
|
|
130 |
|
|
(991,097 |
) |
|
2,723,268 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
Common stock |
1,630 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,630 |
|
Paid-in capital |
4,227,532 |
|
|
1,915,598 |
|
|
261,626 |
|
|
(2,177,224 |
) |
|
4,227,532 |
|
Accumulated other comprehensive loss |
(56,026 |
) |
|
— |
|
|
(53,783 |
) |
|
53,783 |
|
|
(56,026 |
) |
(Accumulated deficit) retained earnings |
(845,368 |
) |
|
706,126 |
|
|
(163,713 |
) |
|
(542,413 |
) |
|
(845,368 |
) |
Total stockholders’ equity |
3,327,768 |
|
|
2,621,724 |
|
|
44,130 |
|
|
(2,665,854 |
) |
|
3,327,768 |
|
Total liabilities and stockholders’ equity
|
$ |
6,258,929 |
|
|
$ |
3,404,798 |
|
|
$ |
44,260 |
|
|
$ |
(3,656,951 |
) |
|
$ |
6,051,036 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2019 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
27,358 |
|
|
$ |
257,817 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
285,175 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
(231 |
) |
|
22,704 |
|
|
— |
|
|
— |
|
|
22,473 |
|
Production taxes |
36 |
|
|
6,529 |
|
|
— |
|
|
— |
|
|
6,565 |
|
Midstream gathering and processing expenses |
— |
|
|
78,435 |
|
|
— |
|
|
— |
|
|
78,435 |
|
Depreciation, depletion and amortization |
2,699 |
|
|
142,625 |
|
|
166 |
|
|
— |
|
|
145,490 |
|
Impairment of oil and natural gas properties |
— |
|
|
35,647 |
|
|
— |
|
|
— |
|
|
35,647 |
|
General and administrative expenses |
27,218 |
|
|
(12,675 |
) |
|
116 |
|
|
— |
|
|
14,659 |
|
Accretion expense |
— |
|
|
747 |
|
|
— |
|
|
— |
|
|
747 |
|
|
29,722 |
|
|
274,012 |
|
|
282 |
|
|
— |
|
|
304,016 |
|
|
|
|
|
|
|
|
|
|
|
LOSS FROM OPERATIONS |
(2,364 |
) |
|
(16,195 |
) |
|
(282 |
) |
|
— |
|
|
(18,841 |
) |
|
|
|
|
|
|
|
|
|
|
OTHER EXPENSE (INCOME): |
|
|
|
|
|
|
|
|
|
Interest expense |
35,105 |
|
|
(1,010 |
) |
|
— |
|
|
— |
|
|
34,095 |
|
Interest income |
(187 |
) |
|
(151 |
) |
|
— |
|
|
— |
|
|
(338 |
) |
Gain on debt extinguishment |
(23,600 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(23,600 |
) |
Loss from equity method investments and investments in subsidiaries |
62,760 |
|
|
— |
|
|
40 |
|
|
(19,718 |
) |
|
43,082 |
|
Other (income) expense |
(1,168 |
) |
|
3,362 |
|
|
— |
|
|
1,000 |
|
|
3,194 |
|
|
72,910 |
|
|
2,201 |
|
|
40 |
|
|
(18,718 |
) |
|
56,433 |
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
(75,274 |
) |
|
(18,396 |
) |
|
(322 |
) |
|
18,718 |
|
|
(75,274 |
) |
INCOME TAX BENEFIT |
(26,522 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(26,522 |
) |
|
|
|
|
|
|
|
|
|
|
NET LOSS |
$ |
(48,752 |
) |
|
$ |
(18,396 |
) |
|
$ |
(322 |
) |
|
$ |
18,718 |
|
|
$ |
(48,752 |
) |
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 expenses |
54,397 |
|
|
24,516 |
|
|
— |
|
|
— |
|
|
78,913 |
|
Depreciation, depletion and amortization |
119,914 |
|
|
1 |
|
|
— |
|
|
— |
|
|
119,915 |
|
General and administrative expenses |
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 |
) |
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 expense (income) |
880 |
|
|
(24 |
) |
|
— |
|
|
— |
|
|
856 |
|
|
(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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2019 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
493,895 |
|
|
$ |
570,852 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,064,747 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
26,918 |
|
|
37,750 |
|
|
— |
|
|
— |
|
|
64,668 |
|
Production taxes |
6,117 |
|
|
16,467 |
|
|
— |
|
|
— |
|
|
22,584 |
|
Midstream gathering and processing expenses |
71,420 |
|
|
149,312 |
|
|
— |
|
|
— |
|
|
220,732 |
|
Depreciation, depletion, and amortization |
201,263 |
|
|
187,390 |
|
|
221 |
|
|
— |
|
|
388,874 |
|
Impairment of oil and gas properties |
— |
|
|
35,647 |
|
|
— |
|
|
— |
|
|
35,647 |
|
General and administrative expenses |
56,195 |
|
|
(16,933 |
) |
|
220 |
|
|
— |
|
|
39,482 |
|
Accretion expense |
1,389 |
|
|
1,784 |
|
|
— |
|
|
— |
|
|
3,173 |
|
|
363,302 |
|
|
411,417 |
|
|
441 |
|
|
— |
|
|
775,160 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS |
130,593 |
|
|
159,435 |
|
|
(441 |
) |
|
— |
|
|
289,587 |
|
|
|
|
|
|
|
|
|
|
|
OTHER EXPENSE (INCOME): |
|
|
|
|
|
|
|
|
|
Interest expense |
105,364 |
|
|
(2,269 |
) |
|
— |
|
|
— |
|
|
103,095 |
|
Interest income |
(454 |
) |
|
(195 |
) |
|
— |
|
|
— |
|
|
(649 |
) |
Gain on debt extinguishment |
(23,600 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(23,600 |
) |
Loss from equity method investments and investments in subsidiaries |
7,295 |
|
|
— |
|
|
379 |
|
|
156,717 |
|
|
164,391 |
|
Other (income) expense |
(605 |
) |
|
3,362 |
|
|
— |
|
|
1,000 |
|
|
3,757 |
|
|
88,000 |
|
|
898 |
|
|
379 |
|
|
157,717 |
|
|
246,994 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
42,593 |
|
|
158,537 |
|
|
(820 |
) |
|
(157,717 |
) |
|
42,593 |
|
INCOME TAX BENEFIT |
(205,853 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(205,853 |
) |
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
248,446 |
|
|
$ |
158,537 |
|
|
$ |
(820 |
) |
|
$ |
(157,717 |
) |
|
$ |
248,446 |
|
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 expenses |
152,605 |
|
|
61,941 |
|
|
— |
|
|
— |
|
|
214,546 |
|
Depreciation, depletion, and amortization |
352,846 |
|
|
2 |
|
|
— |
|
|
— |
|
|
352,848 |
|
General and administrative expenses |
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 |
) |
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 |
(481 |
) |
|
(34 |
) |
|
— |
|
|
1,000 |
|
|
485 |
|
|
(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 COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30, 2019 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(48,752 |
) |
|
$ |
(18,396 |
) |
|
$ |
(322 |
) |
|
$ |
18,718 |
|
|
$ |
(48,752 |
) |
Foreign currency translation adjustment |
(2,064 |
) |
|
(43 |
) |
|
(2,021 |
) |
|
2,064 |
|
|
(2,064 |
) |
Other comprehensive loss |
(2,064 |
) |
|
(43 |
) |
|
(2,021 |
) |
|
2,064 |
|
|
(2,064 |
) |
Comprehensive loss |
$ |
(50,816 |
) |
|
$ |
(18,439 |
) |
|
$ |
(2,343 |
) |
|
$ |
20,782 |
|
|
$ |
(50,816 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
3,052 |
|
|
103 |
|
|
2,949 |
|
|
(3,052 |
) |
|
3,052 |
|
Comprehensive income |
$ |
98,202 |
|
|
$ |
91,473 |
|
|
$ |
2,673 |
|
|
$ |
(94,146 |
) |
|
$ |
98,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2019 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
248,446 |
|
|
$ |
158,537 |
|
|
$ |
(820 |
) |
|
$ |
(157,717 |
) |
|
$ |
248,446 |
|
Foreign currency translation adjustment |
5,347 |
|
|
112 |
|
|
5,235 |
|
|
(5,347 |
) |
|
5,347 |
|
Other comprehensive income |
5,347 |
|
|
112 |
|
|
5,235 |
|
|
(5,347 |
) |
|
5,347 |
|
Comprehensive income |
$ |
253,793 |
|
|
$ |
158,649 |
|
|
$ |
4,415 |
|
|
$ |
(163,064 |
) |
|
$ |
253,793 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
(5,815 |
) |
|
(70 |
) |
|
(5,745 |
) |
|
5,815 |
|
|
(5,815 |
) |
Comprehensive income (loss) |
$ |
290,744 |
|
|
$ |
354,336 |
|
|
$ |
(6,581 |
) |
|
$ |
(347,755 |
) |
|
$ |
290,744 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2019 |
|
Parent |
|
Guarantors |
|
Non-Guarantors |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by operating activities |
$ |
(7,604 |
) |
|
$ |
621,511 |
|
|
$ |
3,445 |
|
|
$ |
3 |
|
|
$ |
617,355 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
9,178 |
|
|
(644,507 |
) |
|
(3,751 |
) |
|
432 |
|
|
(638,648 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
(20,880 |
) |
|
— |
|
|
435 |
|
|
(435 |
) |
|
(20,880 |
) |
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash, cash equivalents and restricted cash |
(19,306 |
) |
|
(22,996 |
) |
|
129 |
|
|
— |
|
|
(42,173 |
) |
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash at beginning of period |
25,585 |
|
|
26,711 |
|
|
1 |
|
|
— |
|
|
52,297 |
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash at end of period |
$ |
6,279 |
|
|
$ |
3,715 |
|
|
$ |
130 |
|
|
$ |
— |
|
|
$ |
10,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2018 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
$ |
427,351 |
|
|
$ |
203,446 |
|
|
$ |
(1 |
) |
|
$ |
1 |
|
|
$ |
630,797 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
(354,848 |
) |
|
(199,738 |
) |
|
(2,318 |
) |
|
2,318 |
|
|
(554,586 |
) |
|
|
|
|
|
|
|
|
|
|
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 |
|
|