Condensed Consolidating Financial Information

6 Months Ended

Jun. 30, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Financial Information

CONDENSED CONSOLIDATING FINANCIAL INFORMATION

On October 17, 2012 and December 21, 2012, the Company issued an aggregate of $300.0 million of its 7.750% Senior 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.

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)

	June 30, 2013
	Parent			Guarantors			Non-Guarantor			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	213,390		$	995		$	—		$	—		$	214,385
Accounts receivable - oil and gas	30,288			510			—			—			30,798
Accounts receivable - related parties	35,432			1,391			—			—			36,823
Accounts receivable - intercompany	15,254			—			—			(15,254		)	—
Prepaid expenses and other current assets	2,639			—			—			—			2,639
Deferred tax asset	372			—			—			—			372
Short-term derivative instruments	863			—			—			—			863
Total current assets	298,238			2,896			—			(15,254		)	285,880
Property and equipment:
Oil and natural gas properties, full-cost accounting	2,060,274			5,644			—			—			2,065,918
Other property and equipment	8,988			29			—			—			9,017
Accumulated depletion, depreciation, amortization and impairment	(716,986		)	(21		)	—			—			(717,007		)
Property and equipment, net	1,352,276			5,652			—			—			1,357,928
Other assets:
Equity investments and investments in subsidiaries	431,865			—			176,877			(169,878		)	438,864
Other assets	13,153			—			—			—			13,153
Total other assets	445,018			—			176,877			(169,878		)	452,017
Total assets	$	2,095,532		$	8,548		$	176,877		$	(185,132	)	$	2,095,825
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities	$	142,082		$	293		$	—		$	—		$	142,375
Accounts payable - intercompany	—			15,144			110			(15,254		)	—
Asset retirement obligation - current	780			—			—			—			780
Short-term derivative instruments	1,839			—			—			—			1,839
Current maturities of long-term debt	154			—			—			—			154
Total current liabilities	144,855			15,437			110			(15,254		)	145,148
Asset retirement obligation - long-term	13,231			—			—			—			13,231
Deferred tax liability	69,204			—			—			—			69,204
Long-term debt, net of current maturities	298,956			—			—			—			298,956
Total liabilities	526,246			15,437			110			(15,254		)	526,539
Stockholders' equity:
Common stock	775			—			—			—			775
Paid-in capital	1,398,188			322			189,403			(189,725		)	1,398,188
Accumulated other comprehensive income (loss)	(10,982		)	—			(7,238		)	7,238			(10,982		)
Retained earnings (accumulated deficit)	181,305			(7,211		)	(5,398		)	12,609			181,305
Total stockholders' equity	1,569,286			(6,889		)	176,767			(169,878		)	1,569,286
Total liabilities and stockholders' equity	$	2,095,532		$	8,548		$	176,877		$	(185,132	)	$	2,095,825

CONDENSED CONSOLIDATING BALANCE SHEETS

(Amounts in thousands)

	December 31, 2012
	Parent			Guarantors			Non-Guarantor			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	165,293		$	1,795		$	—		$	—		$	167,088
Accounts receivable - oil and gas	25,070			545			—			—			25,615
Accounts receivable - related parties	33,806			1,042			—			—			34,848
Accounts receivable - intercompany	15,368			—			—			(15,368		)	—
Prepaid expenses and other current assets	1,506			—			—			—			1,506
Short-term derivative instruments	664			—			—			—			664
Total current assets	241,707			3,382			—			(15,368		)	229,721
Property and equipment:
Oil and natural gas properties, full-cost accounting,	1,606,172			4,918			—			—			1,611,090
Other property and equipment	8,642			20			—			—			8,662
Accumulated depletion, depreciation, amortization and impairment	(665,864		)	(20		)	—			—			(665,884		)
Property and equipment, net	948,950			4,918			—			—			953,868
Other assets:
Equity investments and investments in subsidiaries	374,209			—			172,766			(165,491		)	381,484
Other assets	13,295			—			—			—			13,295
Total other assets	387,504			—			172,766			(165,491		)	394,779
Deferred tax asset	—			—			—			—			—
Total assets	$	1,578,161		$	8,300		$	172,766		$	(180,859	)	$	1,578,368
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued liabilities	$	110,037		$	207		$	—		$	—		$	110,244
Accounts payable - intercompany	—			15,259			109			(15,368		)	—
Asset retirement obligation - current	60			—			—			—			60
Short-term derivative instruments	10,442			—			—			—			10,442
Current maturities of long-term debt	150			—			—			—			150
Total current liabilities	120,689			15,466			109			(15,368		)	120,896
Asset retirement obligation - long-term	13,215			—			—			—			13,215
Deferred tax liability	18,607			—			—			—			18,607
Long-term debt, net of current maturities	298,888			—			—			—			298,888
Other non-current liabilities	354			—			—			—			354
Total liabilities	451,753			15,466			109			(15,368		)	451,960
Stockholders' equity:
Common stock	674			—			—			—			674
Paid-in capital	1,036,245			322			174,348			(174,670		)	1,036,245
Accumulated other comprehensive income (loss)	(3,429		)	—			2,442			(2,442		)	(3,429		)
Retained earnings (accumulated deficit)	92,918			(7,488		)	(4,133		)	11,621			92,918
Total stockholders' equity	1,126,408			(7,166		)	172,657			(165,491		)	1,126,408
Total liabilities and stockholders' equity	$	1,578,161		$	8,300		$	172,766		$	(180,859	)	$	1,578,368

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(Amounts in thousands)

	Three Months Ended June 30, 2013
	Parent			Guarantors		Non-Guarantor			Eliminations			Consolidated
Total revenues	$	70,033		$	401	$	—		$	—		$	70,434
Costs and expenses:
Lease operating expenses	5,714			164		—			—			5,878
Production taxes	8,316			25		—			—			8,341
Depreciation, depletion, and amortization	28,539			1		—			—			28,540
General and administrative	4,859			38		3			—			4,900
Accretion expense	174			—		—			—			174
Loss on sale of assets	145			—		—			—			145
	47,747			228		3			—			47,978
INCOME (LOSS) FROM OPERATIONS	22,286			173		(3		)	—			22,456
OTHER (INCOME) EXPENSE:
Interest expense	3,284			—		—			—			3,284
Interest income	(62		)	—		—			—			(62		)
(Income) loss from equity method investments and investments in subsidiaries	(50,278		)	—		730			(560		)	(50,108		)
	(47,056		)	—		730			(560		)	(46,886		)
INCOME (LOSS) BEFORE INCOME TAXES	69,342			173		(733		)	560			69,342
INCOME TAX EXPENSE	25,514			—		—			—			25,514
NET INCOME (LOSS)	$	43,828		$	173	$	(733	)	$	560		$	43,828

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(Amounts in thousands)

	Three Months Ended June 30, 2012
	Parent			Guarantors		Non-Guarantor			Eliminations			Consolidated
Total revenues	$	65,938		$	387	$	—		$	—		$	66,325
Costs and expenses:
Lease operating expenses	5,573			141		—			—			5,714
Production taxes	7,543			29		—			—			7,572
Depreciation, depletion, and amortization	23,652			—		—			—			23,652
General and administrative	3,240			22		1			—			3,263
Accretion expense	177			—		—			—			177
	40,185			192		1			—			40,378
INCOME (LOSS) FROM OPERATIONS	25,753			195		(1		)	—			25,947
OTHER (INCOME) EXPENSE:
Interest expense	474			—		—			—			474
Interest income	(4		)	—		—			—			(4		)
(Income) loss from equity method investments and investments in subsidiaries	166			—		306			(112		)	360
	636			—		306			(112		)	830
INCOME (LOSS) BEFORE INCOME TAXES	25,117			195		(307		)	112			25,117
INCOME TAX EXPENSE	—			—		—			—			—
NET INCOME (LOSS)	$	25,117		$	195	$	(307	)	$	112		$	25,117

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(Amounts in thousands)

	Six Months Ended June 30, 2013
	Parent			Guarantors		Non-Guarantor			Eliminations			Consolidated
Total revenues	$	124,695		$	739	$	—		$	—		$	125,434
Costs and expenses:
Lease operating expenses	10,712			338		—			—			11,050
Production taxes	15,577			51		—			—			15,628
Depreciation, depletion, and amortization	51,122			1		—			—			51,123
General and administrative	9,237			72		3			—			9,312
Accretion expense	349			—		—			—			349
Loss on sale of assets	572			—		—			—			572
	87,569			462		3			—			88,034
INCOME (LOSS) FROM OPERATIONS	37,126			277		(3		)	—			37,400
OTHER (INCOME) EXPENSE:
Interest expense	6,763			—		—			—			6,763
Interest income	(141		)	—		—			—			(141		)
(Income) loss from equity method investments and investments in subsidiaries	(111,592		)	—		1,262			(988		)	(111,318		)
	(104,970		)	—		1,262			(988		)	(104,696		)
INCOME (LOSS) BEFORE INCOME TAXES	142,096			277		(1,265		)	988			142,096
INCOME TAX EXPENSE	53,709			—		—			—			53,709
NET INCOME (LOSS)	$	88,387		$	277	$	(1,265	)	$	988		$	88,387

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(Amounts in thousands)

	Six Months Ended June 30, 2012
	Parent			Guarantors		Non-Guarantor			Eliminations			Consolidated
Total revenues	$	131,103		$	683	$	—		$	—		$	131,786
Costs and expenses:
Lease operating expenses	11,218			345		—			—			11,563
Production taxes	15,290			51		—			—			15,341
Depreciation, depletion, and amortization	45,047			—		—			—			45,047
General and administrative	6,204			42		26			—			6,272
Accretion expense	353			—		—			—			353
	78,112			438		26			—			78,576
INCOME (LOSS) FROM OPERATIONS	52,991			245		(26		)	—			53,210
OTHER (INCOME) EXPENSE:
Interest expense	627			—		—			—			627
Interest income	(31		)	—		—			—			(31		)
(Income) loss from equity method investments and investments in subsidiaries	409			—		584			(365		)	628
	1,005			—		584			(365		)	1,224
INCOME (LOSS) BEFORE INCOME TAXES	51,986			245		(610		)	365			51,986
INCOME TAX EXPENSE	—			—		—			—			—
NET INCOME (LOSS)	$	51,986		$	245	$	(610	)	$	365		$	51,986

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands)

	Three Months Ended June 30, 2013
	Parent			Guarantors		Non-Guarantor			Eliminations		Consolidated
Net income (loss)	$	43,828		$	173	$	(733	)	$	560	$	43,828
Foreign currency translation adjustment	(6,113		)	—		(6,113		)	6,113		(6,113		)
Change in fair value of derivative instruments, net of taxes	356			—		—			—		356
Reclassification of settled contracts, net of taxes	1,404			—		—			—		1,404
Other comprehensive income (loss)	(4,353		)	—		(6,113		)	6,113		(4,353		)
Comprehensive income (loss)	$	39,475		$	173	$	(6,846	)	$	6,673	$	39,475

	Three Months Ended June 30, 2012
	Parent			Guarantors		Non-Guarantor			Eliminations		Consolidated
Net income (loss)	$	25,117		$	195	$	(307	)	$	112	$	25,117
Foreign currency translation adjustment	(2,865		)	—		(2,865		)	2,865		(2,865		)
Change in fair value of derivative instruments, net of taxes	18,194			—		—			—		18,194
Reclassification of settled contracts, net of taxes	561			—		—			—		561
Other comprehensive income (loss)	15,890			—		(2,865		)	2,865		15,890
Comprehensive income	$	41,007		$	195	$	(3,172	)	$	2,977	$	41,007

	Six Months Ended June 30, 2013
	Parent			Guarantors		Non-Guarantor			Eliminations		Consolidated
Net income (loss)	$	88,387		$	277	$	(1,265	)	$	988	$	88,387
Foreign currency translation adjustment	(9,680		)	—		(9,680		)	9,680		(9,680		)
Change in fair value of derivative instruments, net of taxes	(1,074		)	—		—			—		(1,074		)
Reclassification of settled contracts, net of taxes	3,201			—		—			—		3,201
Other comprehensive income (loss)	(7,553		)	—		(9,680		)	9,680		(7,553		)
Comprehensive income	$	80,834		$	277	$	(10,945	)	$	10,668	$	80,834

	Six Months Ended June 30, 2012
	Parent			Guarantors		Non-Guarantor			Eliminations		Consolidated
Net income (loss)	$	51,986		$	245	$	(610	)	$	365	$	51,986
Foreign currency translation adjustment	(1,926		)	—		(1,926		)	1,926		(1,926		)
Change in fair value of derivative instruments, net of taxes	7,573			—		—			—		7,573
Reclassification of settled contracts, net of taxes	461			—		—			—		461
Other comprehensive income (loss)	6,108			—		(1,926		)	1,926		6,108
Comprehensive income	$	58,094		$	245	$	(2,536	)	$	2,291	$	58,094

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(Amounts in thousands)

	Six Months Ended June 30, 2013
	Parent			Guarantors			Non-Guarantor			Eliminations			Consolidated
Net cash provided by (used in) operating activities	$	73,633		$	(88	)	$	—		$	—		$	73,545
Net cash provided by (used in) investing activities	(383,817		)	(712		)	(15,055		)	15,055			(384,529		)
Net cash provided by (used in) financing activities	358,281			—			15,055			(15,055		)	358,281
Net increase (decrease) in cash and cash equivalents	48,097			(800		)	—			—			47,297
Cash and cash equivalents at beginning of period	165,293			1,795			—			—			167,088
Cash and cash equivalents at end of period	$	213,390		$	995		$	—		$	—		$	214,385

	Six Months Ended June 30, 2012
	Parent			Guarantors			Non-Guarantor			Eliminations			Consolidated
Net cash provided by operating activities	$	98,827		$	670		$	—		$	—		$	99,497
Net cash provided by (used in) investing activities	(253,175		)	(1,091		)	(78,312		)	78,312			(254,266		)
Net cash provided by (used in) financing activities	67,485			—			78,312			(78,312		)	67,485
Net increase (decrease) in cash and cash equivalents	(86,863		)	(421		)	—			—			(87,284		)
Cash and cash equivalents at beginning of period	93,124			772			1			—			93,897
Cash and cash equivalents at end of period	$	6,261		$	351		$	1		$	—		$	6,613