Quarterly report pursuant to Section 13 or 15(d)

FRESH START ACCOUNTING (Tables)

v3.21.2
FRESH START ACCOUNTING (Tables)
 6 Months Ended
Jun. 30, 2021
Reorganizations [Abstract]  
Reconciliation of Enterprise Value and Reorganization Value
The following table reconciles the enterprise value to the implied fair value of the Successor's equity as of the Emergence Date:
Enterprise Value $ 1,600,000 
Plus: Cash and cash equivalents(1)
1,526 
Less: Fair value of debt (852,751)
Successor equity value(2)
$ 748,775 
(1) Restricted cash is not included in the above table.
(2) Inclusive of $55 million of mezzanine equity.
The following table reconciles the enterprise value to the reorganization value as of the Emergence Date:
Enterprise Value $ 1,600,000 
Plus: Cash and cash equivalents(1)
1,526 
Plus: Current and other liabilities 686,489 
Plus: Asset retirement obligations 19,084 
Less: Common stock reserved for settlement of claims post Emergence Date (54,109)
Reorganization value of Successor assets $ 2,252,990 
(1) Restricted cash is not included in the above table.
Fresh Start Adjustments The explanatory notes following the table below provide further details on the adjustments, including the assumptions and methods used to determine fair value for its assets and liabilities.
As of May 17, 2021
Predecessor Reorganization Adjustments Fresh Start Adjustments Successor
(In thousands)
Assets
Current assets:
Cash and cash equivalents $ 146,545  $ (145,019) (a) $ —  $ 1,526 
Restricted cash — 57,891 (b) — 57,891
Accounts receivable—oil and natural gas sales 180,711 — — 180,711
Accounts receivable—joint interest and other 15,431 — — 15,431
Prepaid expenses and other current assets 86,189 (60,894) (c) — 25,295
Short-term derivative instruments 3,324 — 141 (r) 3,465
Total current assets 432,200 (148,022) 141 284,319
Property and equipment:
Oil and natural gas properties, full-cost method
Proved oil and natural gas properties 9,558,121 — (7,843,072) (s) 1,715,049
Unproved properties 1,375,681 — (1,163,148) (s) 212,533
Other property and equipment 38,026 — (31,133) (t) 6,893
Total property and equipment 10,971,828 — (9,037,353) 1,934,475
Accumulated depletion, depreciation and amortization (8,870,723) — 8,870,723 (u) —
Total property and equipment, net 2,101,105 — (166,630) 1,934,475
Other assets:
Equity investments 27,044 — (27,044) (v) —
Long-term derivative instruments 7,468 — 715 (w) 8,183
Operating lease assets 47 — — 47
Other assets 18,866 7,100 (d) — 25,966
Total other assets 53,425 7,100 (26,329) 34,196
Total assets $ 2,586,730  $ (140,922) $ (192,818) $ 2,252,990 
Predecessor Reorganization Adjustments Fresh Start Adjustments Successor
(In thousands)
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued liabilities $ 384,200  $ 122,599  (e) $ —  $ 506,799 
Short-term derivative instruments 96,116  —  2,784  (x) 98,900 
Current portion of operating lease liabilities —  38  (f) —  38 
Current maturities of long-term debt 280,251  (220,251) (g) —  60,000 
Total current liabilities 760,567  (97,614) 2,784  665,737 
Non-current liabilities:
Long-term derivative instruments 69,331  —  11,411  (y) 80,742 
Asset retirement obligation —  65,341  (h) (46,257) (z) 19,084 
Non-current operating lease liabilities —  9  (i) —  9 
Long-term debt, net of current maturities —  792,751  (j) —  792,751 
Total non-current liabilities 69,331  858,101  (34,846) 892,586 
Liabilities subject to compromise 2,224,449  (2,224,449) (k) —  — 
Total liabilities $ 3,054,347  $ (1,463,962) $ (32,062) $ 1,558,323 
Commitments and contingencies (Note 9)
Mezzanine Equity:
New Preferred Stock —  55,000  (l) —  55,000 
Stockholders’ equity (deficit):
Predecessor common stock 1,609  (1,609) (m) —  — 
New Common Stock —  2  (n) —  2 
Additional paid-in capital 4,215,838  (3,522,064) (o) —  693,774 
New Common Stock held in reserve —  (54,109) (p) —  (54,109)
Accumulated other comprehensive loss (40,430) 40,430  (q) —  — 
Retained earnings (accumulated deficit) (4,644,634) 4,805,390  (q) (160,756) (aa) — 
Total stockholders’ equity (deficit) $ (467,617) $ 1,268,040  $ (160,756) $ 639,667 
Total liabilities, mezzanine equity and stockholders’ equity (deficit) $ 2,586,730  $ (140,922) $ (192,818) $ 2,252,990 
Reorganization Adjustments
(a)The table below reflects changes in cash and cash equivalents on the Emergence Date from implementation of the Plan:
Release of escrow funds by counterparties as a result of the Plan $ 63,068 
Preferred stock rights offering proceeds 50,000 
Funds required to rollover the DIP Credit Facility and Pre-Petition Revolving Credit Facility into the Exit Facility (175,000)
Payment of accrued Pre-Petition Revolving Credit Facility and DIP Credit Facility interest (1,022)
Payment of issuance costs related to the Exit Credit Facility (10,250)
Funding of the Professional Fee Escrow (43,891)
Payment of professional fees at Emergence Date (7,964)
Transfer to restricted cash for the Unsecured Claims Distribution Trust (1,000)
Transfer to restricted cash for the Convenience Claims Cash Pool (3,000)
Transfer to restricted cash for the Parent Cash Pool (10,000)
Payment of severance costs at Emergence Date (5,960)
Net change in cash and cash equivalents $ (145,019)
(b)Changes in restricted cash reflect the net effect of transfers from cash and cash equivalents for the Professional Fee Escrow and various claims class cash pools.
(c)Changes in prepaid expenses and other current assets include the following:
Release of escrow funds as a result of the Plan $ (63,068)
Recognition of counterparty credits due to settlements effectuated at Emergence 4,247 
Prepaid compensation earned at Emergence (2,073)
Net change in prepaid expenses and other current assets $ (60,894)
(d)Changes in other assets were due to capitalization of debt issuance costs related to the Exit Credit Facility.
(e)Changes in accounts payable and accrued liabilities included the following:
Payment of accrued Pre-Petition Revolving Credit Facility and DIP Credit Facility interest $ (1,022)
Payment of professional fees at emergence (7,964)
Accrued payable for claims to be settled via Unsecured Claims Distribution Trust 1,000 
Accrued payable for claims to be settled via Convenience Claims Cash Pool 3,000 
Accrued payable for claims to be settled via Parent Cash Pool 10,000 
Professional fees payable at Emergence 18,047 
Accrued payable for General Unsecured Claims against Gulfport Parent to be settled via 4A Claims distribution from common shares held in reserve 23,894 
Accrued payable for General Unsecured Claims against Gulfport Subsidiary to be settled via 4B Claims distribution from common shares held in reserve 30,216 
Reinstatement of payables due to Plan effects 45,428 
Net change in accounts payable and accrued liabilities $ 122,599 
(f)Changes to current operating lease liabilities reflect the reinstatement of lease liabilities due to contract assumptions.
(g)Changes in the current maturities of long-term debt include the following:
Current portion of Term Notes issued under the Exit Facility $ 60,000 
Payment of DIP Facility to effectuate Exit Facility (157,500)
Transfer of post-petition RBL borrowings to Exit Facility (122,751)
Net changes to current maturities of long-term debt $ (220,251)
(h)Reflects the reclassification of asset retirement obligations from liabilities subject to compromise.
(i)Changes to non-current operating lease liabilities reflect the reinstatement of lease liabilities due to contract assumptions.
(j)Changes in long-term debt include the following:
Emergence Date draw on Exit Facility 122,751 
Noncurrent portion of First-Out Term Loan issued under the Exit Credit Facility 120,000 
Issuance of Successor Senior Notes 550,000 
Net impact to long-term debt, net of current maturities $ 792,751 
(k)On the Emergence Date, liabilities subject to compromise were settled in accordance with the Plan as follows:
General Unsecured Claims settled via Class 4A, 4B, and 5B distributions $ 74,098 
Predecessor Senior Notes and associated interest 1,842,035 
Pre-Petition Revolving Credit Facility 197,500 
Reinstatement of Predecessor Claims as Successor liabilities 45,475 
Reinstatement of Predecessor asset retirement obligations 65,341 
Total liabilities subject to compromise settled in accordance with the Plan $ 2,224,449 
The resulting gain on liabilities subject to compromise was determined as follows:
Pre-petition General Unsecured Claims Settled at Emergence $ 74,098 
Predecessor Senior Notes Claims settled at Emergence 1,842,035 
Pre-Petition Revolving Credit Facility 197,500 
Rollover of Pre-Petition Revolving Credit Facility into Exit RBL Facility (197,500)
Accrued payable for claims to be settled via Unsecured Claims Distribution Trust (1,000)
Accrued payable for claims to be settled via Convenience Claims Cash Pool (3,000)
Accrued payable for claims to be settled via Parent Cash Pool (10,000)
Accrued payable for shares to be transferred to trust (54,109)
Issuance of New Common Stock to settle Predecessor liabilities (639,666)
Issuance of Successor Senior Notes in settlement of Class 4B and 5B claims (550,000)
Gain on settlement of liabilities subject to compromise $ 658,358 
(l)Changes to New Preferred Stock reflect the fair value of preferred shares issued in the Rights Offering.
(m)Changes in Predecessor common stock reflect the extinguishment of Predecessor equity as per the Plan.
(n)Changes in New Common Stock included the following:
Issuance of common stock to settle General Unsecured Claims against Gulfport Parent (par value) $ — 
Issuance of common stock to settle General Unsecured Claims against Gulfport Subsidiaries (par value) 2 
Common stock reserved for settlement of claims post Emergence Date (par value) — 
Net change to New Common Stock $ 2 
(o)Changes to paid in capital included the following:
Issuance of common stock to settle General Unsecured Claims against Gulfport Parent $ 27,751 
Issuance of common stock to settle General Unsecured Claims against Gulfport Subsidiaries 666,022 
Extinguishment of Predecessor stock based compensation 4,419 
Extinguishment of Predecessor paid in capital (4,220,256)
Net change to paid in capital $ (3,522,064)
(p)New Common Stock held in reserve to settle Allowed General Unsecured Claims include:
Shares held in reserve to settle Allowed Claims against Gulfport Parent (23,894)
Shares held in reserve to settle Allowed Claims against Gulfport Subsidiary (30,215)
Total New Common Stock held in reserve $ (54,109)
(q)Change to retained earnings (accumulated deficit) included the following
Gain on settlement of liabilities subject to compromise $ 658,358 
Extinguishment of Predecessor common stock and paid in capital 4,221,864 
Recognition of counterparty credits due to settlements effectuated at Emergence 4,247 
Deferred compensation earned at Emergence (2,073)
Extinguishment of Predecessor accumulated other comprehensive income (40,430)
Write-off of debt issuance costs related to Exit Credit Facility Notes (3,150)
Severance costs incurred as a result of the Plan (5,961)
Professional fees earned at Emergence (18,047)
Rights offering backstop commitment fee (5,000)
Extinguishment of Predecessor stock based compensation (4,418)
Net change to retained earnings (accumulated deficit) $ 4,805,390 
Fresh Start Adjustments
(r)The change in fair value of short-term derivative instruments is due to the change in the Company's post-emergence credit rating.
(s)The change in oil and natural gas properties represents the fair value adjustment to the Company's properties due to the adoption of fresh start accounting.
(t)Predecessor accumulated depreciation and amortization for other property and equipment was net against the gross value of the assets with the adoption of fresh start accounting.
(u)Predecessor accumulated depreciation and amortization was eliminated with the adoption of fresh start accounting.
(v)The change in equity investments is due to the fair value adjustment to the Company's Grizzly investment.
(w)The change in fair value of long-term derivative instruments is due to the change in the Company's post-emergence credit rating.
(x)The change in fair value of liabilities related to short-term derivative instruments is due to the change in the Company's post-emergence credit rating.
(y)The change in fair value of liabilities related to long-term derivative instruments is due to the change in the Company's post-emergence credit rating.
(z)The fair value of asset retirement obligation were reduced due to the change in the Company's credit adjusted risk-free rate and expected economic life estimates.
(aa)Changes to retained earnings represent the total impact of fresh start adjustments to the post-reorganization balance sheet.
The following table summarizes the components in reorganization items, net included in the Company's unaudited consolidated statements of operations:
Successor Predecessor
Period from May 18, 2021 through June 30, 2021 Period from April 1, 2021 through May 17, 2021 Period from January 1, 2021 through May 17, 2021
Legal and professional advisory fees $ —  $ (40,782) $ (81,565)
Net gain on liabilities subject to compromise —  571,032  575,182 
Fresh start adjustments, net —  (160,756) (160,756)
Elimination of predecessor accumulated other comprehensive income —  (40,430) (40,430)
Debt issuance costs —  (3,150) (3,150)
Other items, net —  (20,297) (22,383)
Total reorganization items, net $ —  $ 305,617  $ 266,898