14. Condensed Consolidating Financial Information

In connection with the consummation of the Combination, Forest entered into that certain (a) First Supplemental Indenture (the “2019 Forest Supplemental Indenture”) to the Indenture, dated as of June 6, 2007, (the “2019 Forest Indenture”), by and among Forest, Sabine East Texas Basin LLC, Sabine Oil & Gas Finance Corporation, Sabine Williston Basin LLC, Sabine Bear Paw Basin LLC, Redrock Drilling, LLC, Sabine South Texas LLC, Giant Gas Gathering LLC, Sabine Mid-Continent Gathering LLC, Sabine South Texas Gathering LLC and Sabine Mid-Continent LLC (collectively, the “New Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), relating to the 7.25% Senior Notes due 2019 (the “2019 Notes”) and (b) First Supplemental Indenture (the “2020 Forest Supplemental Indenture” and, together with the 2019 Forest Supplemental Indenture, the “Forest Supplemental Indentures”) to the Indenture, dated as of September 17, 2012 (the “2020 Forest Indenture” and, together with the 2019 Forest Indenture, the “Forest Indentures”), by and among Forest, the New Guarantors and the Trustee, relating to the 7.50% Senior Notes due 2020 (the “2020 Notes” and, together with the 2019 Notes, the “Legacy Forest Notes”). Pursuant to the Forest Supplemental Indentures, each of the New Guarantors is 100% owned by the Parent Company Issuer, the guarantees are full and unconditional and joint and several.

The assets acquired and liabilities assumed in the Combination were recognized in the Consolidated Balance Sheet at their preliminary fair value as of December 16, 2014 and the operating results of the acquired properties are included in the Condensed Consolidated Financial Information for the period beginning thereafter.

As of March 31, 2016, the majority of the Company’s subsidiaries were guarantors under the indentures governing the Legacy Forest Notes. All of our non-guarantor subsidiaries were considered minor unrestricted subsidiaries under the indenture governing the Legacy Forest Notes. As such, the financial information for minor non-guarantor subsidiaries has been combined with the Parent Company Issuer.

Set forth below is condensed consolidating financial information of the Parent Company Issuer, the subsidiary guarantors on a combined basis, and consolidating adjustments. The Legacy Forest Notes, which were issued by Sabine Oil & Gas Corporation, are guaranteed by some of our subsidiaries (referred to as Guarantor Subsidiaries). For purposes of this footnote, Sabine Oil & Gas Corporation is referred to as the Parent Company Issuer to distinguish it from the Guarantor Subsidiaries. Each of the Guarantor Subsidiaries is 100% owned by the Parent Company Issuer.

The following financial information presents consolidating financial statements, which include:

Parent Company, including minor non-guarantor subsidiaries;

the Guarantor Subsidiaries;

elimination entries necessary to consolidate the Parent and Guarantor Subsidiaries; and

Sabine on a consolidated basis.

The elimination entries primarily eliminate investments in subsidiaries and intercompany balances and transactions. Cash is primarily managed by the Parent Company.

The condensed consolidating Balance Sheets as of March 31, 2016 and December 31, 2015 and condensed consolidating Statements of Operations and Cash Flows for the three months ended March 31, 2016 and 2015 are presented below. The financial information set forth below is restated for the previously omitted reporting period ended March 31, 2015.


	Condensed Consolidating Balance Sheets
	(Unaudited)
	March 31, 2016								December 31, 2015
	Parent Company Issuer		Guarantor Subsidiaries		Eliminations		Consolidated		Parent Company Issuer		Guarantor Subsidiaries		Eliminations		Consolidated
	(in thousands)								(in thousands)
Assets
Current assets:
Cash and cash equivalents	$	170,379	$	—	$	—	$	170,379	$	208,636	$	1	$	—	$	208,637
Accounts receivable		22,698		2,232		(2,237)		22,693		35,074		1,738		(1,738)		35,074
Prepaid expenses and other current assets		9,784		434		—		10,218		9,692		7		—		9,699
Total current assets		202,861		2,666		(2,237)		203,290		253,402		1,746		(1,738)		253,410
Property, plant and equipment:
Oil and natural gas properties (full cost method)		671,929		4,067,092		—		4,739,021		666,697		4,063,840		—		4,730,537
Gas gathering and processing equipment		—		15,812		—		15,812		—		15,811		—		15,811
Office furniture and fixtures		16,002		—		—		16,002		15,838		—		—		15,838
Total property, plant and equipment		687,931		4,082,904		—		4,770,835		682,535		4,079,651		—		4,762,186
Accumulated depletion, depreciation and amortization		(558,336)		(3,801,440)		—		(4,359,776)		(521,662)		(3,732,144)		—		(4,253,806)
Total property, plant and equipment, net		129,595		281,464		—		411,059		160,873		347,507		—		508,380
Other assets:
Investment in subsidiaries		(2,391,295)		—		2,391,295		—		(2,334,109)		—		2,334,109		—
Due from subsidiaries		2,657,539		—		(2,657,539)		—		2,665,765		—		(2,665,765)		—
Other long-term assets		35,887		—		—		35,887		35,931		—		—		35,931
Total other assets		302,131		—		(266,244)		35,887		367,587		—		(331,656)		35,931
Total assets	$	634,587	$	284,130	$	(268,481)	$	650,236	$	781,862	$	349,253	$	(333,394)	$	797,721

Liabilities and shareholders’ deficit
Current liabilities:
Accounts payable and accrued liabilities	$	90,293	$	119	$	(2,237)	$	88,175	$	103,940	$	119	$	(1,738)	$	102,321
Other short-term liabilities		1,202		61		—		1,263		1,102		59		—		1,161
Total current liabilities		91,495		180		(2,237)		89,438		105,042		178		(1,738)		103,482

Asset retirement obligation		24,310		17,082		—		41,392		24,070		16,790		—		40,860
Due to parent		—		2,657,539		(2,657,539)		—		—		2,665,765		(2,665,765)		—
Other long-term liabilities		47,693		623		—		48,316		47,568		629		—		48,197
Liabilities subject to compromise		2,908,537		1		—		2,908,538		2,908,130		—		—		2,908,130
Total liabilities		3,072,035		2,675,425		(2,659,776)		3,087,684		3,084,810		2,683,362		(2,667,503)		3,100,669
Commitments and contingencies
Total shareholders’ deficit		(2,437,448)		(2,391,295)		2,391,295		(2,437,448)		(2,302,948)		(2,334,109)		2,334,109		(2,302,948)
Total liabilities and shareholders’ deficit	$	634,587	$	284,130	$	(268,481)	$	650,236	$	781,862	$	349,253	$	(333,394)	$	797,721


	Condensed Consolidating Statements of Operations
	(Unaudited)
	For the three months Ended March 31,
	2016								2015
	Parent Company Issuer		Guarantor Subsidiaries		Eliminations		Consolidated		Parent Company Issuer		Guarantor Subsidiaries		Eliminations		Consolidated

	(in thousands)								(in thousands)

Revenues
Oil, natural gas liquids and natural gas	$	16,912	$	30,940	$	—	$	47,852	$	29,283	$	68,345	$	—	$	97,628
Other		365		265		(322)		308		478		298		(379)		397
Total revenues		17,277		31,205		(322)		48,160		29,761		68,643		(379)		98,025
Operating expenses
Lease operating		7,951		9,428		—		17,379		12,157		12,198		—		24,355
Marketing, gathering, transportation and other		3,105		4,359		(322)		7,142		3,492		6,244		(379)		9,357
Production and ad valorem taxes		1,041		2,342		—		3,383		472		2,296		—		2,768
General and administrative		1,822		3,498		—		5,320		5,208		9,830		—		15,038
Depletion, depreciation and amortization		7,222		12,757		—		19,979		12,334		41,729		—		54,063
Accretion		236		309		—		545		233		241		—		474
Impairments		30,622		55,676		—		86,298		—		236,485		—		236,485
Other operating expenses		2,226		21		—		2,247		5,409		(16)		—		5,393
Total operating expenses		54,225		88,390		(322)		142,293		39,305		309,007		(379)		347,933
Other income (expenses)
Interest expense		(11,575)		—		—		(11,575)		(70,247)		—		—		(70,247)
Gain on derivative instruments		—		—		—		—		36,124		—		—		36,124
Equity losses in subsidiaries		(57,185)		—		57,185		—		(240,364)		—		240,364		—
Total other income (expenses)		(68,760)		—		57,185		(11,575)		(274,487)		—		240,364		(34,123)
Reorganization items, net		(29,374)		—		—		(29,374)		—		—		—		—
Net income (loss) before income taxes		(135,082)		(57,185)		57,185		(135,082)		(284,031)		(240,364)		240,364		(284,031)
Income tax expense		—		—		—		—		—		—		—		—
Net income (loss)	$	(135,082)	$	(57,185)	$	57,185	$	(135,082)	$	(284,031)	$	(240,364)	$	240,364	$	(284,031)


	Condensed Consolidating Statements of Cash Flows
	(Unaudited)
	For the three months ended March 31,
	2016								2015
	Parent Company Issuer		Guarantor Subsidiaries		Eliminations		Consolidated		Parent Company Issuer		Guarantor Subsidiaries		Eliminations		Consolidated
	(in thousands)								(in thousands)
Cash flows from operating activities:
Net cash (used in)/ provided by operating activities		(24,776)		-		-		(24,776)		42,171		-		-		42,171

Cash flows from investing activities:
Oil and natural gas property additions		(13,335)		-		-		(13,335)		(164,211)		-		-		(164,211)
Gas processing equipment additions		(1)		-		-		(1)		(457)		-		-		(457)
Other asset additions		(164)		-		-		(164)		(742)		-		-		(742)
Cash received from sale of assets		20		-		-		20		660		-		-		660
Advances to subsidiaries		-		(1)		1		-		-		27		(27)		-
Net cash used in investing activities		(13,480)		(1)		1		(13,480)		(164,750)		27		(27)		(164,750)

Cash flows from financing activities:
Borrowings under senior secured revolving credit facility		-		-		-		-		425,987		-		-		425,987
Debt issuance costs		-		-		-		-		(870)		-		-		(870)
Shares repurchased		(2)		-		-		(2)		(174)		-		-		(174)
Proceeds from subsidiaries		1		-		(1)		-		(27)		-		27		-
Net cash (used in)/ provided by financing activities		(1)		-		(1)		(2)		424,916		-		27		424,943

Net (decrease)/increase in cash and cash equivalents		(38,257)		(1)		-		(38,258)		302,337		27		-		302,364
Cash and cash equivalents, beginning of period		208,636		1		-		208,637		1,993		1,259		-		3,252
Cash and cash equivalents, end of period	$	170,379	$	-	$	-	$	170,379	$	304,330	$	1,286	$	-	$	305,616