| Condensed Consolidating Financial Statements |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Shown below are condensed consolidating financial statements for Gulfport Energy Corporation on a stand-alone unconsolidated basis, its combined guarantor subsidiaries and its non-guarantor subsidiary as of March 31, 2013 and for the three months ending March 31, 2013 and 2012. The financial information may not necessarily be indicative or results of operations, cash flows or financial position had the subsidiaries operated as independent entities.
CONDENSED CONSOLIDATING BALANCE SHEETS
(Amounts in thousands)
|
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March 31, 2013 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
225,269 |
|
|
$ |
710 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
225,980 |
|
Accounts receivable - oil and gas |
21,495 |
|
|
528 |
|
|
— |
|
|
— |
|
|
22,023 |
|
Accounts receivable - related parties |
35,031 |
|
|
2,031 |
|
|
— |
|
|
— |
|
|
37,062 |
|
Accounts receivable - intercompany |
15,604 |
|
|
— |
|
|
— |
|
|
(15,604 |
) |
|
— |
|
Prepaid expenses and other current assets |
1,435 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,435 |
|
Short-term derivative instruments |
343 |
|
|
— |
|
|
— |
|
|
— |
|
|
343 |
|
Total current assets |
299,177 |
|
|
3,269 |
|
|
1 |
|
|
(15,604 |
) |
|
286,843 |
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting, |
1,927,051 |
|
|
5,368 |
|
|
— |
|
|
— |
|
|
1,932,419 |
|
Other property and equipment |
8,897 |
|
|
27 |
|
|
— |
|
|
— |
|
|
8,924 |
|
Accumulated depletion, depreciation, amortization and impairment |
(688,447 |
) |
|
(20 |
) |
|
— |
|
|
— |
|
|
(688,467 |
) |
Property and equipment, net |
1,247,501 |
|
|
5,375 |
|
|
— |
|
|
— |
|
|
1,252,876 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
444,422 |
|
|
— |
|
|
176,196 |
|
|
(169,026 |
) |
|
451,592 |
|
Other assets |
13,159 |
|
|
— |
|
|
— |
|
|
— |
|
|
13,159 |
|
Total other assets |
457,581 |
|
|
— |
|
|
176,196 |
|
|
(169,026 |
) |
|
464,751 |
|
Total assets |
$ |
2,004,259 |
|
|
$ |
8,644 |
|
|
$ |
176,197 |
|
|
$ |
(184,630 |
) |
|
$ |
2,004,470 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
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Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
109,566 |
|
|
$ |
211 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
109,777 |
|
Accounts payable - intercompany |
— |
|
|
15,495 |
|
|
109 |
|
|
(15,604 |
) |
|
— |
|
Asset retirement obligation - current |
780 |
|
|
— |
|
|
— |
|
|
— |
|
|
780 |
|
Short-term derivative instruments |
9,689 |
|
|
— |
|
|
— |
|
|
— |
|
|
9,689 |
|
Deferred tax liability |
158 |
|
|
— |
|
|
— |
|
|
— |
|
|
158 |
|
Current maturities of long-term debt |
152 |
|
|
— |
|
|
— |
|
|
— |
|
|
152 |
|
Total current liabilities |
120,345 |
|
|
15,706 |
|
|
109 |
|
|
(15,604 |
) |
|
120,556 |
|
Asset retirement obligation - long-term |
12,560 |
|
|
— |
|
|
— |
|
|
— |
|
|
12,560 |
|
Deferred tax liability |
45,382 |
|
|
— |
|
|
— |
|
|
— |
|
|
45,382 |
|
Long-term debt, net of current maturities |
298,921 |
|
|
— |
|
|
— |
|
|
— |
|
|
298,921 |
|
Other non-current liabilities |
142 |
|
|
— |
|
|
— |
|
|
— |
|
|
142 |
|
Total liabilities |
477,350 |
|
|
15,706 |
|
|
109 |
|
|
(15,604 |
) |
|
477,561 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
Common stock |
773 |
|
|
— |
|
|
— |
|
|
— |
|
|
773 |
|
Paid-in capital |
1,395,288 |
|
|
322 |
|
|
181,878 |
|
|
(182,200 |
) |
|
1,395,288 |
|
Accumulated other comprehensive income (loss) |
(6,629 |
) |
|
— |
|
|
(1,125 |
) |
|
1,125 |
|
|
(6,629 |
) |
Retained earnings (accumulated deficit) |
137,477 |
|
|
(7,384 |
) |
|
(4,665 |
) |
|
12,049 |
|
|
137,477 |
|
Total stockholders' equity |
1,526,909 |
|
|
(7,062 |
) |
|
176,088 |
|
|
(169,026 |
) |
|
1,526,909 |
|
Total liabilities and stockholders' equity |
$ |
2,004,259 |
|
|
$ |
8,644 |
|
|
$ |
176,197 |
|
|
$ |
(184,630 |
) |
|
$ |
2,004,470 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
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|
|
|
|
|
|
|
|
Three Months Ended March 31, 2013 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
54,662 |
|
|
$ |
338 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
55,000 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
4,998 |
|
|
174 |
|
|
— |
|
|
— |
|
|
5,172 |
|
Production taxes |
7,261 |
|
|
26 |
|
|
— |
|
|
— |
|
|
7,287 |
|
Depreciation, depletion, and amortization |
22,583 |
|
|
— |
|
|
— |
|
|
— |
|
|
22,583 |
|
General and administrative |
4,378 |
|
|
34 |
|
|
— |
|
|
— |
|
|
4,412 |
|
Accretion expense |
175 |
|
|
— |
|
|
— |
|
|
— |
|
|
175 |
|
Loss on sale of assets |
427 |
|
|
— |
|
|
— |
|
|
— |
|
|
427 |
|
|
39,822 |
|
|
234 |
|
|
— |
|
|
— |
|
|
40,056 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS |
14,840 |
|
|
104 |
|
|
— |
|
|
— |
|
|
14,944 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
3,479 |
|
|
— |
|
|
— |
|
|
— |
|
|
3,479 |
|
Interest income |
(79 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(79 |
) |
(Income) loss from equity method investments and investments in subsidiaries |
(61,314 |
) |
|
— |
|
|
532 |
|
|
(428 |
) |
|
(61,210 |
) |
|
(57,914 |
) |
|
— |
|
|
532 |
|
|
(428 |
) |
|
(57,810 |
) |
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
72,754 |
|
|
104 |
|
|
(532 |
) |
|
428 |
|
|
72,754 |
|
INCOME TAX EXPENSE |
28,195 |
|
|
— |
|
|
— |
|
|
— |
|
|
28,195 |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
44,559 |
|
|
$ |
104 |
|
|
$ |
(532 |
) |
|
$ |
428 |
|
|
$ |
44,559 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2012 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
65,165 |
|
|
$ |
296 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
65,461 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
5,645 |
|
|
204 |
|
|
— |
|
|
— |
|
|
5,849 |
|
Production taxes |
7,747 |
|
|
22 |
|
|
— |
|
|
— |
|
|
7,769 |
|
Depreciation, depletion, and amortization |
21,395 |
|
|
— |
|
|
— |
|
|
— |
|
|
21,395 |
|
General and administrative |
2,964 |
|
|
20 |
|
|
25 |
|
|
— |
|
|
3,009 |
|
Accretion expense |
176 |
|
|
— |
|
|
— |
|
|
— |
|
|
176 |
|
|
37,927 |
|
|
246 |
|
|
25 |
|
|
— |
|
|
38,198 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM OPERATIONS |
27,238 |
|
|
50 |
|
|
(25 |
) |
|
— |
|
|
27,263 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
153 |
|
|
— |
|
|
— |
|
|
— |
|
|
153 |
|
Interest income |
(27 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(27 |
) |
(Income) loss from equity method investments |
243 |
|
|
— |
|
|
278 |
|
|
(253 |
) |
|
268 |
|
|
369 |
|
|
— |
|
|
278 |
|
|
(253 |
) |
|
394 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
26,869 |
|
|
50 |
|
|
(303 |
) |
|
253 |
|
|
26,869 |
|
INCOME TAX EXPENSE |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS) |
$ |
26,869 |
|
|
$ |
50 |
|
|
$ |
(303 |
) |
|
$ |
253 |
|
|
$ |
26,869 |
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2013 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
44,559 |
|
|
$ |
104 |
|
|
$ |
(532 |
) |
|
$ |
428 |
|
|
$ |
44,559 |
|
Foreign currency translation adjustment |
(3,567 |
) |
|
— |
|
|
(3,567 |
) |
|
3,567 |
|
|
(3,567 |
) |
Change in fair value of derivative instruments, net of taxes |
(1,430 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1,430 |
) |
Reclassification of settled contracts, net of taxes |
1,797 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,797 |
|
Other comprehensive income (loss) |
(3,200 |
) |
|
— |
|
|
(3,567 |
) |
|
3,567 |
|
|
(3,200 |
) |
Comprehensive income (loss) |
$ |
41,359 |
|
|
$ |
104 |
|
|
$ |
(4,099 |
) |
|
$ |
3,995 |
|
|
$ |
41,359 |
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2012 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
26,869 |
|
|
$ |
50 |
|
|
$ |
(303 |
) |
|
$ |
253 |
|
|
$ |
26,869 |
|
Foreign currency translation adjustment |
939 |
|
|
— |
|
|
939 |
|
|
(939 |
) |
|
939 |
|
Change in fair value of derivative instruments, net of taxes |
(10,621 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(10,621 |
) |
Reclassification of settled contracts, net of taxes |
(100 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(100 |
) |
Other comprehensive income (loss) |
(9,782 |
) |
|
— |
|
|
939 |
|
|
(939 |
) |
|
(9,782 |
) |
Comprehensive income |
$ |
17,087 |
|
|
$ |
50 |
|
|
$ |
636 |
|
|
$ |
(686 |
) |
|
$ |
17,087 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2013 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
$ |
35,682 |
|
|
$ |
(675 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
35,007 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
(332,807 |
) |
|
(410 |
) |
|
(7,529 |
) |
|
7,530 |
|
|
(333,216 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
357,101 |
|
|
— |
|
|
7,530 |
|
|
(7,530 |
) |
|
357,101 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
59,976 |
|
|
(1,085 |
) |
|
1 |
|
|
— |
|
|
58,892 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
165,293 |
|
|
1,795 |
|
|
— |
|
|
— |
|
|
167,088 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
$ |
225,269 |
|
|
$ |
710 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
225,980 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2012 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
$ |
69,101 |
|
|
$ |
328 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
69,429 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
(160,344 |
) |
|
(55 |
) |
|
(67,063 |
) |
|
67,063 |
|
|
(160,399 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
9,966 |
|
|
— |
|
|
67,063 |
|
|
(67,063 |
) |
|
9,966 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
(81,277 |
) |
|
273 |
|
|
— |
|
|
— |
|
|
(81,004 |
) |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
93,124 |
|
|
772 |
|
|
1 |
|
|
— |
|
|
93,897 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
$ |
11,847 |
|
|
$ |
1,045 |
|
|
$ |
1 |
|
|
$ |
— |
|
|
$ |
12,893 |
|
|
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
Shown below are condensed consolidating financial statements for Gulfport Energy Corporation on a stand-alone unconsolidated basis, its combined guarantor subsidiaries and its non-guarantor subsidiary as of December 31, 2012 and 2011 and for the years ending December 31, 2012, 2011 and 2010. The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the subsidiaries operated as independent entities.
CONDENSED CONSOLIDATING BALANCE SHEETS
(Amounts rounded to nearest thousand)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
165,293,000 |
|
|
$ |
1,795,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
167,088,000 |
|
Accounts receivable - oil and gas |
25,070,000 |
|
|
545,000 |
|
|
— |
|
|
— |
|
|
25,615,000 |
|
Accounts receivable - related parties |
33,806,000 |
|
|
1,042,000 |
|
|
— |
|
|
— |
|
|
34,848,000 |
|
Accounts receivable - intercompany |
15,368,000 |
|
|
|
|
|
|
(15,368,000 |
) |
|
— |
|
Prepaid expenses and other current assets |
1,506,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,506,000 |
|
Short-term derivative instruments |
664,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
664,000 |
|
Total current assets |
241,707,000 |
|
|
3,382,000 |
|
|
— |
|
|
(15,368,000 |
) |
|
229,721,000 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting, |
1,606,172,000 |
|
|
4,918,000 |
|
|
— |
|
|
— |
|
|
1,611,090,000 |
|
Other property and equipment |
8,642,000 |
|
|
20,000 |
|
|
— |
|
|
— |
|
|
8,662,000 |
|
Accumulated depletion, depreciation, amortization and impairment |
(665,864,000 |
) |
|
(20,000 |
) |
|
— |
|
|
— |
|
|
(665,884,000 |
) |
Property and equipment, net |
948,950,000 |
|
|
4,918,000 |
|
|
— |
|
|
— |
|
|
953,868,000 |
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
374,209,000 |
|
|
— |
|
|
172,766,000 |
|
|
(165,491,000 |
) |
|
381,484,000 |
|
Other assets |
13,295,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
13,295,000 |
|
Total other assets |
387,504,000 |
|
|
— |
|
|
172,766,000 |
|
|
(165,491,000 |
) |
|
394,779,000 |
|
Deferred tax asset |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Total assets |
$ |
1,578,161,000 |
|
|
$ |
8,300,000 |
|
|
$ |
172,766,000 |
|
|
$ |
(180,859,000 |
) |
|
$ |
1,578,368,000 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
110,037,000 |
|
|
$ |
207,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
110,244,000 |
|
Accounts payable - intercompany |
— |
|
|
15,259,000 |
|
|
109,000 |
|
|
(15,368,000 |
) |
|
— |
|
Asset retirement obligation - current |
60,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
60,000 |
|
Short-term derivative instruments |
10,442,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
10,442,000 |
|
Current maturities of long-term debt |
150,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
150,000 |
|
Total current liabilities |
120,689,000 |
|
|
15,466,000 |
|
|
109,000 |
|
|
(15,368,000 |
) |
|
120,896,000 |
|
|
|
|
|
|
|
|
|
|
|
Asset retirement obligation - long-term |
13,215,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
13,215,000 |
|
Deferred tax liability |
18,607,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
18,607,000 |
|
Long-term debt, net of current maturities |
298,888,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
298,888,000 |
|
Other non-current liabilities |
354,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
354,000 |
|
Total liabilities |
451,753,000 |
|
|
15,466,000 |
|
|
109,000 |
|
|
(15,368,000 |
) |
|
451,960,000 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
Common stock |
674,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
674,000 |
|
Paid-in capital |
1,036,245,000 |
|
|
322,000 |
|
|
174,348,000 |
|
|
(174,670,000 |
) |
|
1,036,245,000 |
|
Accumulated other comprehensive income (loss) |
(3,429,000 |
) |
|
— |
|
|
2,442,000 |
|
|
(2,442,000 |
) |
|
(3,429,000 |
) |
Retained earnings (accumulated deficit) |
92,918,000 |
|
|
(7,488,000 |
) |
|
(4,133,000 |
) |
|
11,621,000 |
|
|
92,918,000 |
|
Total stockholders' equity |
1,126,408,000 |
|
|
(7,166,000 |
) |
|
172,657,000 |
|
|
(165,491,000 |
) |
|
1,126,408,000 |
|
Total liabilities and stockholders' equity |
$ |
1,578,161,000 |
|
|
$ |
8,300,000 |
|
|
$ |
172,766,000 |
|
|
$ |
(180,859,000 |
) |
|
$ |
1,578,368,000 |
|
CONDENSED CONSOLIDATING BALANCE SHEETS
(Amounts rounded to nearest thousand)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
Assets |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
93,124,000 |
|
|
$ |
772,000 |
|
|
$ |
1,000 |
|
|
$ |
— |
|
|
$ |
93,897,000 |
|
Accounts receivable - oil and gas |
27,532,000 |
|
|
487,000 |
|
|
— |
|
|
— |
|
|
28,019,000 |
|
Accounts receivable - related parties |
4,731,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,731,000 |
|
Accounts receivable - intercompany |
11,267,000 |
|
|
|
|
|
|
(11,267,000 |
) |
|
— |
|
Prepaid expenses and other current assets |
1,327,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,327,000 |
|
Short-term derivative instruments |
1,601,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,601,000 |
|
Total current assets |
139,582,000 |
|
|
1,259,000 |
|
|
1,000 |
|
|
(11,267,000 |
) |
|
129,575,000 |
|
|
|
|
|
|
|
|
|
|
|
Property and equipment: |
|
|
|
|
|
|
|
|
|
Oil and natural gas properties, full-cost accounting, |
1,026,017,000 |
|
|
9,737,000 |
|
|
— |
|
|
— |
|
|
1,035,754,000 |
|
Other property and equipment |
8,004,000 |
|
|
20,000 |
|
|
— |
|
|
— |
|
|
8,024,000 |
|
Accumulated depletion, depreciation, amortization and impairment |
(575,122,000 |
) |
|
(20,000 |
) |
|
— |
|
|
— |
|
|
(575,142,000 |
) |
Property and equipment, net |
458,899,000 |
|
|
9,737,000 |
|
|
— |
|
|
— |
|
|
468,636,000 |
|
|
|
|
|
|
|
|
|
|
|
Other assets: |
|
|
|
|
|
|
|
|
|
Equity investments and investments in subsidiaries |
86,426,000 |
|
|
— |
|
|
69,008,000 |
|
|
(68,610,000 |
) |
|
86,824,000 |
|
Other assets |
5,123,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
5,123,000 |
|
Total other assets |
91,549,000 |
|
|
— |
|
|
69,008,000 |
|
|
(68,610,000 |
) |
|
91,947,000 |
|
Deferred tax asset |
1,000,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,000,000 |
|
Total assets |
$ |
691,030,000 |
|
|
$ |
10,996,000 |
|
|
$ |
69,009,000 |
|
|
$ |
(79,877,000 |
) |
|
$ |
691,158,000 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
$ |
43,744,000 |
|
|
$ |
128,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
43,872,000 |
|
Accounts payable - intercompany |
— |
|
|
11,231,000 |
|
|
36,000 |
|
|
(11,267,000 |
) |
|
— |
|
Asset retirement obligation - current |
620,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
620,000 |
|
Current maturities of long-term debt |
141,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
141,000 |
|
Total current liabilities |
44,505,000 |
|
|
11,359,000 |
|
|
36,000 |
|
|
(11,267,000 |
) |
|
44,633,000 |
|
|
|
|
|
|
|
|
|
|
|
Asset retirement obligation - long-term |
12,033,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
12,033,000 |
|
Long-term debt, net of current maturities |
2,142,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,142,000 |
|
Total liabilities |
58,680,000 |
|
|
11,359,000 |
|
|
36,000 |
|
|
(11,267,000 |
) |
|
58,808,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
|
Common stock |
556,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
556,000 |
|
Paid-in capital |
604,584,000 |
|
|
322,000 |
|
|
70,433,000 |
|
|
(70,755,000 |
) |
|
604,584,000 |
|
Accumulated other comprehensive income |
2,663,000 |
|
|
— |
|
|
1,087,000 |
|
|
(1,087,000 |
) |
|
2,663,000 |
|
Retained earnings (accumulated deficit) |
24,547,000 |
|
|
(685,000 |
) |
|
(2,547,000 |
) |
|
3,232,000 |
|
|
24,547,000 |
|
Total stockholders' equity |
632,350,000 |
|
|
(363,000 |
) |
|
68,973,000 |
|
|
(68,610,000 |
) |
|
632,350,000 |
|
Total liabilities and stockholders' equity |
$ |
691,030,000 |
|
|
$ |
10,996,000 |
|
|
$ |
69,009,000 |
|
|
$ |
(79,877,000 |
) |
|
$ |
691,158,000 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts rounded to nearest thousand)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2012 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
247,637,000 |
|
|
$ |
1,289,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
248,926,000 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
23,644,000 |
|
|
664,000 |
|
|
— |
|
|
— |
|
|
24,308,000 |
|
Production taxes |
29,306,000 |
|
|
94,000 |
|
|
— |
|
|
— |
|
|
29,400,000 |
|
Depreciation, depletion, and amortization |
90,749,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
90,749,000 |
|
General and administrative |
13,602,000 |
|
|
132,000 |
|
|
74,000 |
|
|
— |
|
|
13,808,000 |
|
Accretion expense |
698,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
698,000 |
|
Gain on sale of asset |
(7,300,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(7,300,000 |
) |
|
150,699,000 |
|
|
890,000 |
|
|
74,000 |
|
|
— |
|
|
151,663,000 |
|
INCOME (LOSS) FROM OPERATIONS |
96,938,000 |
|
|
399,000 |
|
|
(74,000 |
) |
|
— |
|
|
97,263,000 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
7,458,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
7,458,000 |
|
Interest income |
(72,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(72,000 |
) |
(Income) loss from equity method investments and subsidiaries |
(5,182,000 |
) |
|
— |
|
|
1,512,000 |
|
|
(4,652,000 |
) |
|
(8,322,000 |
) |
|
2,204,000 |
|
|
— |
|
|
1,512,000 |
|
|
(4,652,000 |
) |
|
(936,000 |
) |
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
94,734,000 |
|
|
399,000 |
|
|
(1,586,000 |
) |
|
4,652,000 |
|
|
98,199,000 |
|
INCOME TAX EXPENSE |
26,363,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
26,363,000 |
|
INCOME (LOSS) FROM CONTINUING OPERATIONS |
68,371,000 |
|
|
399,000 |
|
|
(1,586,000 |
) |
|
4,652,000 |
|
|
71,836,000 |
|
DISCONTINUED OPERATIONS |
— |
|
|
3,465,000 |
|
|
— |
|
|
— |
|
|
3,465,000 |
|
NET INCOME (LOSS) |
$ |
68,371,000 |
|
|
$ |
(3,066,000 |
) |
|
$ |
(1,586,000 |
) |
|
$ |
4,652,000 |
|
|
$ |
68,371,000 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts rounded to nearest thousand)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2011 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
228,281,000 |
|
|
$ |
973,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
229,254,000 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
20,168,000 |
|
|
729,000 |
|
|
— |
|
|
— |
|
|
20,897,000 |
|
Production taxes |
26,266,000 |
|
|
67,000 |
|
|
— |
|
|
— |
|
|
26,333,000 |
|
Depreciation, depletion, and amortization |
62,320,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
62,320,000 |
|
General and administrative |
8,038,000 |
|
|
11,000 |
|
|
25,000 |
|
|
— |
|
|
8,074,000 |
|
Accretion expense |
666,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
666,000 |
|
|
117,458,000 |
|
|
807,000 |
|
|
25,000 |
|
|
— |
|
|
118,290,000 |
|
INCOME (LOSS) FROM OPERATIONS |
110,823,000 |
|
|
166,000 |
|
|
(25,000 |
) |
|
— |
|
|
110,964,000 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
1,400,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,400,000 |
|
Interest income |
(39,000 |
) |
|
— |
|
|
(147,000 |
) |
|
— |
|
|
(186,000 |
) |
(Income) loss from equity method investments and subsidiaries |
1,130,000 |
|
|
— |
|
|
1,592,000 |
|
|
(1,304,000 |
) |
|
1,418,000 |
|
|
2,491,000 |
|
|
— |
|
|
1,445,000 |
|
|
(1,304,000 |
) |
|
2,632,000 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
108,332,000 |
|
|
166,000 |
|
|
(1,470,000 |
) |
|
1,304,000 |
|
|
108,332,000 |
|
INCOME TAX BENEFIT |
(90,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(90,000 |
) |
NET INCOME (LOSS) |
$ |
108,422,000 |
|
|
$ |
166,000 |
|
|
$ |
(1,470,000 |
) |
|
$ |
1,304,000 |
|
|
$ |
108,422,000 |
|
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(Amounts rounded to nearest thousand)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2010 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Total revenues |
$ |
127,380,000 |
|
|
$ |
541,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
127,921,000 |
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
Lease operating expenses |
17,043,000 |
|
|
571,000 |
|
|
— |
|
|
— |
|
|
17,614,000 |
|
Production taxes |
13,929,000 |
|
|
37,000 |
|
|
— |
|
|
— |
|
|
13,966,000 |
|
Depreciation, depletion, and amortization |
38,902,000 |
|
|
5,000 |
|
|
— |
|
|
— |
|
|
38,907,000 |
|
General and administrative |
6,037,000 |
|
|
24,000 |
|
|
2,000 |
|
|
— |
|
|
6,063,000 |
|
Accretion expense |
617,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
617,000 |
|
|
76,528,000 |
|
|
637,000 |
|
|
2,000 |
|
|
— |
|
|
77,167,000 |
|
INCOME (LOSS) FROM OPERATIONS |
50,852,000 |
|
|
(96,000 |
) |
|
(2,000 |
) |
|
— |
|
|
50,754,000 |
|
|
|
|
|
|
|
|
|
|
|
OTHER (INCOME) EXPENSE: |
|
|
|
|
|
|
|
|
|
Interest expense |
2,761,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,761,000 |
|
Interest income |
(120,000 |
) |
|
— |
|
|
(267,000 |
) |
|
— |
|
|
(387,000 |
) |
Loss from equity method investments and subsidiaries |
808,000 |
|
|
— |
|
|
740,000 |
|
|
(571,000 |
) |
|
977,000 |
|
|
3,449,000 |
|
|
— |
|
|
473,000 |
|
|
(571,000 |
) |
|
3,351,000 |
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE INCOME TAXES |
47,403,000 |
|
|
(96,000 |
) |
|
(475,000 |
) |
|
571,000 |
|
|
47,403,000 |
|
INCOME TAX EXPENSE |
40,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
40,000 |
|
NET INCOME (LOSS) |
$ |
47,363,000 |
|
|
$ |
(96,000 |
) |
|
$ |
(475,000 |
) |
|
$ |
571,000 |
|
|
$ |
47,363,000 |
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts rounded to nearest thousand)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2012 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
68,371,000 |
|
|
$ |
(3,066,000 |
) |
|
$ |
(1,586,000 |
) |
|
$ |
4,652,000 |
|
|
$ |
68,371,000 |
|
Foreign currency translation adjustment |
1,355,000 |
|
|
— |
|
|
1,355,000 |
|
|
(1,355,000 |
) |
|
1,355,000 |
|
Change in fair value of derivative instruments, net of taxes |
(8,452,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(8,452,000 |
) |
Reclassification of settled contracts, net of taxes |
1,005,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,005,000 |
|
Other comprehensive income (loss) |
(6,092,000 |
) |
|
— |
|
|
1,355,000 |
|
|
(1,355,000 |
) |
|
(6,092,000 |
) |
Comprehensive income (loss) |
$ |
62,279,000 |
|
|
$ |
(3,066,000 |
) |
|
$ |
(231,000 |
) |
|
$ |
3,297,000 |
|
|
$ |
62,279,000 |
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts rounded to nearest thousand)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2011 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
108,422,000 |
|
|
$ |
166,000 |
|
|
$ |
(1,470,000 |
) |
|
$ |
1,304,000 |
|
|
$ |
108,422,000 |
|
Foreign currency translation adjustment |
(1,865,000 |
) |
|
— |
|
|
(1,865,000 |
) |
|
1,865,000 |
|
|
(1,865,000 |
) |
Change in fair value of derivative instruments, net of taxes |
1,576,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,576,000 |
|
Reclassification of settled contracts, net of taxes |
4,720,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
4,720,000 |
|
Other comprehensive income (loss) |
4,431,000 |
|
|
— |
|
|
(1,865,000 |
) |
|
1,865,000 |
|
|
4,431,000 |
|
Comprehensive income (loss) |
$ |
112,853,000 |
|
|
$ |
166,000 |
|
|
$ |
(3,335,000 |
) |
|
$ |
3,169,000 |
|
|
$ |
112,853,000 |
|
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts rounded to nearest thousand)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2010 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
$ |
47,363,000 |
|
|
$ |
(96,000 |
) |
|
$ |
(475,000 |
) |
|
$ |
571,000 |
|
|
$ |
47,363,000 |
|
Foreign currency translation adjustment |
2,255,000 |
|
|
— |
|
|
2,255,000 |
|
|
(2,255,000 |
) |
|
2,255,000 |
|
Change in fair value of derivative instruments, net of taxes |
(4,720,000 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(4,720,000 |
) |
Reclassification of settled contracts, net of taxes |
18,736,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
18,736,000 |
|
Other comprehensive income |
16,271,000 |
|
|
— |
|
|
2,255,000 |
|
|
(2,255,000 |
) |
|
16,271,000 |
|
Comprehensive income (loss) |
$ |
63,634,000 |
|
|
$ |
(96,000 |
) |
|
$ |
1,780,000 |
|
|
$ |
(1,684,000 |
) |
|
$ |
63,634,000 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Amounts rounded to nearest thousand)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2012 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
$ |
195,734,000 |
|
|
$ |
3,425,000 |
|
|
$ |
(1,000 |
) |
|
$ |
— |
|
|
$ |
199,158,000 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used) in investing activities |
(838,177,000 |
) |
|
(2,402,000 |
) |
|
(103,915,000 |
) |
|
103,915,000 |
|
|
(840,579,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
714,612,000 |
|
|
— |
|
|
103,915,000 |
|
|
(103,915,000 |
) |
|
714,612,000 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
72,169,000 |
|
|
1,023,000 |
|
|
(1,000 |
) |
|
— |
|
|
73,191,000 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
93,124,000 |
|
|
772,000 |
|
|
1,000 |
|
|
— |
|
|
93,897,000 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
$ |
165,293,000 |
|
|
$ |
1,795,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
167,088,000 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Amounts rounded to nearest thousand)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2011 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
$ |
154,329,000 |
|
|
$ |
3,808,000 |
|
|
$ |
1,000 |
|
|
$ |
— |
|
|
$ |
158,138,000 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
(320,203,000 |
) |
|
(3,045,000 |
) |
|
(25,858,000 |
) |
|
25,858,000 |
|
|
(323,248,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
256,539,000 |
|
|
— |
|
|
25,858,000 |
|
|
(25,858,000 |
) |
|
256,539,000 |
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
90,665,000 |
|
|
763,000 |
|
|
1,000 |
|
|
— |
|
|
91,429,000 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
2,459,000 |
|
|
9,000 |
|
|
— |
|
|
— |
|
|
2,468,000 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
$ |
93,124,000 |
|
|
$ |
772,000 |
|
|
$ |
1,000 |
|
|
$ |
— |
|
|
$ |
93,897,000 |
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(Amounts rounded to nearest thousand)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2010 |
|
Parent |
|
Guarantors |
|
Non-Guarantor |
|
Eliminations |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
$ |
81,651,000 |
|
|
$ |
4,184,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
85,835,000 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
(101,042,000 |
) |
|
(4,273,000 |
) |
|
(3,719,000 |
) |
|
3,719,000 |
|
|
(105,315,000 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
20,224,000 |
|
|
— |
|
|
3,719,000 |
|
|
(3,719,000 |
) |
|
20,224,000 |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
833,000 |
|
|
(89,000 |
) |
|
— |
|
|
— |
|
|
744,000 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
1,626,000 |
|
|
98,000 |
|
|
— |
|
|
— |
|
|
1,724,000 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
$ |
2,459,000 |
|
|
$ |
9,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,468,000 |
|
|