UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): August 11, 2014
FOREST
OIL CORPORATION
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(Exact name of registrant as specified in its charter)
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New York
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(State or other jurisdiction of incorporation)
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1-13515
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25-0484900
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(Commission File Number)
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(IRS Employer Identification No.)
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707 17th Street, Suite 3600, Denver, Colorado
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80202
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(Address
of principal executive offices)
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(Zip
Code)
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303.812.1400
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02.
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Results of Operations and Financial Condition
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On August 11, 2014, Forest Oil Corporation (“Forest”) issued a press
release, attached hereto as Exhibit 99.1, announcing its financial and
operational results for the second quarter of 2014, and updating its
guidance for 2014. The press release contains certain non-GAAP
financial information. The reconciliation of such information to GAAP
financial measures is included in the release.
The information in this Item 2.02, including Exhibit 99.1, shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, or otherwise subject to liabilities of that section.
The disclosure in Item 2.02 above is incorporated into this Item 7.01 by
reference.
In connection with the preparation of annual and quarterly financial
statements, Forest’s management is responsible for evaluating its
disclosure controls and procedures, which are established to ensure that
material information relating to Forest and its consolidated
subsidiaries is made known to the officers who certify Forest’s
financial reports and the Board of Directors. This evaluation includes
an assessment of Forest’s internal controls over financial reporting,
which are designed to provide reasonable assurance regarding the
reliability of Forest’s financial reporting and the preparation of
Forest’s financial statements. In connection with the audit of year-end
financial statements, Forest’s independent registered public accounting
firm, Ernst & Young LLP (“EY”), is responsible for auditing both (i) the
financial statements to obtain reasonable assurance about whether they
are free of material misstatement, and (ii) the effectiveness of
Forest’s internal control over financial reporting.
EY did not identify a material misstatement in connection with its audit
of Forest’s financial statements included in the annual report on Form
10-K for the year ended December 31, 2013 (the “2013 10-K”). However,
as part of management’s assessment of Forest’s internal control over
financial reporting as of December 31, 2013, and EY’s audit of Forest’s
internal control over financial reporting as of that date, the following
control deficiencies related to Information Technology General Controls
(“ITGCs”) were identified by either Forest or EY:
●
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An ITGC deficiency related to employee access to Forest’s
accounting software system (“access rights”) was determined to
exist due to Forest’s process of granting employees access to
certain modules in the accounting software system based on a peer
employee’s access rights or a predecessor employee’s access rights
rather than using a defined “role” or requesting specific access
permission for the designated employee. Additionally, when
granting access based on peer or predecessor employees’ access
rights, it was determined that such access should be reviewed on a
more frequent basis than annually, which was Forest’s practice.
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●
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An ITGC deficiency was also determined to exist related to the
confirmation that changes to the accounting software were
appropriately conducted. This deficiency resulted from a
monitoring control that was not fully performed for a period of
time in 2013 and was not remediated with sufficient time for
adequate testing prior to December 31, 2013. This monitoring
control was designed to ensure that appropriate procedural
segregation of duties existed between three information technology
employees responsible for programming, reviewing, and implementing
changes to the accounting software system. Management believes
that segregation of duties and proper approvals were in place at
all times during 2013, though not systematically monitored by a
fourth person.
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Identification of control deficiencies regularly occurs in connection
with the assessment or audit of internal controls over financial
reporting. Control deficiencies exist when the design or operation of a
control does not allow management or employees, in the normal course of
performing their assigned functions, to prevent or detect misstatements
on a timely basis. A control deficiency may constitute a “significant
deficiency” or a “material weakness” as defined in applicable Securities
and Exchange Commission (“SEC”) rules. A “significant deficiency” means
a deficiency, or a combination of deficiencies, in internal control over
financial reporting that is less severe than a material weakness, yet
important enough to merit attention by those responsible for oversight
of the registrant’s financial reporting. A “material weakness” means a
deficiency or a combination of deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a
material misstatement of the registrant’s financial statements will not
be prevented or detected on a timely basis. However, not all control
deficiencies rise to the level of a significant deficiency or a material
weakness.
Forest and EY both originally determined that at December 31, 2013,
Forest had sufficient compensating review controls in place to mitigate
the ITGC deficiencies described above, such that these deficiencies were
not considered either a significant deficiency or a material
weakness. However, subsequent to the issuance of the 2013 10-K, the
Public Company Accounting Oversight Board conducted an inspection of
EY’s 2013 audits of Forest, and following this inspection, EY requested
a reevaluation of the identified ITGC deficiencies and the adequacy of
the related compensating review controls, as well as the precision and
specificity to which these review controls were executed and
documented. Specifically, EY questioned the reliance of the
compensating review controls on the accounting software system where the
identified ITGC deficiencies originated. After extensive consultation
with EY and other independent outside experts, management has now
concluded that Forest’s compensating review controls did not adequately
compensate for the identified ITGC deficiencies, and therefore each of
the identified ITGC and compensating review control deficiencies
represent a “material weakness” in internal controls over financial
reporting. Accordingly, Forest’s internal control over financial
reporting was ineffective at December 31, 2013. EY has reached the same
conclusion. As such, both management’s assessment and the report of EY
on internal control over financial reporting as of December 31, 2013
should no longer be relied upon. In addition, because of the material
weaknesses described above, Forest’s management has determined that
Forest’s disclosure controls and procedures were not effective at a
reasonable assurance level as of December 31, 2013 and March 31, 2014.
As of the date of this filing, to the knowledge of Forest’s Chief
Executive Officer and Chief Financial Officer, the material weaknesses
in Forest’s internal control over financial reporting that existed at
December 31, 2013 did not result in a material misstatement of Forest’s
financial statements included in the 2013 10-K.
EY has not withdrawn its audit report on the financial statements
included in the 2013 10-K. However, because the identified material
weaknesses relate to Forest’s accounting software system which is a
critical component of Forest’s financial statement preparation process,
EY and Forest will be required to perform additional testing of Forest’s
internal control over financial reporting as of December 31, 2013, and,
because the “access rights” deficiency existed for the past three years,
Forest’s financial statements for each of the three years in the period
ended December 31, 2013. Forest is working to ensure the additional
procedures are completed as quickly as possible.
As a result of matters disclosed above, EY will not be able to complete
a timely review of Forest’s financial statements to be included in
Forest’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2014, and upon filing with the SEC, any such Form 10-Q would not be
fully compliant with applicable SEC rules. Upon the completion of EY’s
additional testing, Forest will file amendments to any previously filed
periodic reports necessary to bring such filings into compliance with
SEC rules.
Forest’s management and Audit Committee have discussed the matters
described above with EY.
Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
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Description
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99.1
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Forest Oil Corporation earnings release dated August 11, 2014.
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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FOREST OIL CORPORATION
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(Registrant)
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August 11, 2014
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By
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/s/ Victor A. Wind
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Victor A. Wind
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Executive Vice President and
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Chief Financial Officer
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INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K
Exhibit
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Description
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99.1
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Forest Oil Corporation earnings release dated August 11, 2014.
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Exhibit 99.1
Forest
Oil Announces Second Quarter 2014 Results
DENVER--(BUSINESS WIRE)--August 11, 2014--Forest Oil Corporation
(NYSE:FST) (Forest or the Company) today announced financial and
operational results for the second quarter of 2014.
For the three months ended June 30, 2014, Forest reported a net loss of
$83 million, or $(0.71) per diluted share, compared to a net loss of $21
million, or $(0.18) per share in the first quarter of 2014. Net loss for
the second quarter of 2014 included the following items:
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Ceiling test write-down of oil and gas properties of $77 million
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Gain on asset dispositions of $22 million
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Merger-related costs of $10 million
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Unrealized losses on derivative instruments of $7 million
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Rig lease buyout/stacking costs of $3 million
Without the effect of these items, Forest’s results for the second
quarter were as follows:
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Adjusted net loss of $7 million, or $(0.06) per diluted share
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Adjusted EBITDA of $31 million
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Adjusted discretionary cash flow of $16 million
See “Non-GAAP Financial Measures” below for a discussion of each of
these measures and a reconciliation of each to the most comparable GAAP
measure.
Management Comment
Patrick R. McDonald, President and CEO, commented, “We accomplished
several objectives during the second quarter as we announced a proposed
merger with Sabine Oil & Gas that will create one of the industry’s
largest East Texas players and received final disbursement of escrowed
funds from our $1 billion Texas Panhandle divestiture. Our proposed
merger with Sabine continues to progress in a timely manner and we are
working diligently to complete this transaction during the fourth
quarter. Our priority for the remainder of the year will be to direct
capital to our highest rate-of-return projects to generate increased
capital efficiency within our drilling program as we work to optimize
capital spending ahead of the merger closing. This will result in a
reduction in capital expenditures and a corresponding reduction in the
number of wells to be completed during the second half of the year as
compared to our earlier guidance.”
Average Net Sales Volumes, Average Realized Prices, and Revenues
Forest's average net sales volumes for the three months ended June 30,
2014, were 100 MMcfe/d (69% natural gas, 31% liquids). This compares to
average net sales volumes of 105 MMcfe/d (68% natural gas, 32% liquids)
for the three months ended March 31, 2014. The decline in average net
sales volumes from the first quarter was primarily the result of delays
in well completions and from the lower-than-expected production rate
from an East Texas well, where a mechanical issue resulted in an
approximate 20% effective completed lateral length of 1,000 feet.
The following table details the components of average net sales volumes,
average realized prices, and revenues for the three months ended June
30, 2014:
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Three Months Ended June 30, 2014
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Gas
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Oil
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NGLs
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Total
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(MMcf/d)
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(MBbls/d)
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(MBbls/d)
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(MMcfe/d)
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Average Net Sales Volumes
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68.3
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3.2
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2.0
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99.6
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Average Realized Prices
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Gas
($/Mcf)
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Oil
($/Bbl)
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NGLs
($/Bbl)
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Total ($/Mcfe)
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Average realized prices not including realized derivative losses
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$
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4.27
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$
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96.26
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$
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29.97
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$
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6.63
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Realized losses on NYMEX derivatives
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(0.30
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)
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(8.33
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-
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(0.47
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)
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Average realized prices including realized derivative losses
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$
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3.97
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$
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87.92
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$
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29.97
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$
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6.16
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Revenues (in thousands)
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Gas
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Oil
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NGLs
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Total
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Revenues not including realized derivative losses
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$
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26,545
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$
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28,107
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$
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5,454
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$
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60,106
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Realized losses on NYMEX derivatives
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(1,863
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(2,433
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)
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-
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(4,296
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Revenues including realized derivative losses
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$
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24,682
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$
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25,674
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$
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5,454
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$
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55,810
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Total Cash Costs
Forest's total cash costs for the second quarter of 2014, excluding
stock-based compensation and employee-related asset disposition costs,
remained essentially unchanged from the first quarter of 2014 at $41
million. Total cash costs on a per-unit basis were slightly higher
compared to the first quarter of 2014 as a result of lower equivalent
production volumes.
The following table details the components of total cash costs for the
comparative periods:
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Three Months Ended
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June 30, 2014
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Per Mcfe
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March 31, 2014
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Per Mcfe
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(In thousands, except per-unit amounts)
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Lease operating expenses
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$
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14,295
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$
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1.58
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$
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14,510
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$
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1.53
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Production and property taxes
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2,740
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0.30
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3,225
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0.34
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Transportation and processing costs
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2,379
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0.26
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2,515
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0.27
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General and administrative expense (excluding
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stock-based compensation and employee-related asset disposition
costs of $1,909 and $1,387, respectively)
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6,351
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0.70
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6,853
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0.72
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Interest expense
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15,738
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1.74
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16,011
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1.69
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Current income tax benefit
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(78
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)
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(0.01
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(1,214
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)
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(0.13
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Total cash costs
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$
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41,425
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$
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4.57
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$
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41,900
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$
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4.43
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________________________
Total cash costs is a non-GAAP measure that is used by management to
assess the Company’s cash operating performance. Forest
defines total cash costs as all cash operating costs, including
production expense; general and administrative expense (excluding
stock-based compensation and employee-related asset disposition costs);
interest expense; and current income tax benefit.
Capital Expenditures
Forest's exploration and development capital expenditures for the three
months ended June 30, 2014 and March 31, 2014, are set forth in the
table below (in thousands):
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Three Months Ended
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June 30, 2014
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March 31, 2014
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Exploration and development
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$ 45,023
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$ 37,250
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Non-drilling capital (capitalized overhead, seismic, and other)
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6,677
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7,968
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Land and leasehold acquisitions
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302
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88
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52,002
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45,306
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Add:
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ARO, capitalized interest, and capitalized equity
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compensation
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462
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582
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Total capital expenditures
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$ 52,464
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$ 45,888
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Exploration and development capital for the six months ended June 30,
2014 totaled $82 million compared to budgeted exploration and
development capital of $109 million for the first half of 2014. The
lower-than-budgeted capital spending is primarily attributable to
drilling and completion delays within the Ark-La-Tex and Eagle Ford
areas.
Ceiling Test Write-Down
Forest recorded a non-cash ceiling test write-down of $77 million in the
second quarter of 2014 pursuant to the ceiling test limitation
prescribed by the Securities and Exchange Commission for companies using
the full cost method of accounting. The write-down was primarily the
result of a downward revision of previous reserve estimates in the Eagle
Ford due to well performance that resulted in a 13% decrease to the
Company’s type-curve and a reduction in the number of proved undeveloped
locations in the Eagle Ford pursuant to the SEC five-year rule due to a
slower pace of planned future development.
OPERATIONAL PROJECT UPDATE
Consistent with the drilling program the Company has outlined in
previous updates, Forest increased drilling activity targeting the
liquids-rich Cotton Valley formation in East Texas with the addition of
a third drilling rig during the second quarter.
Since the Company’s last earnings release, two Cotton Valley wells were
completed in Rusk County that had a 30-day average gross production rate
of 11 MMcfe/d (40% liquids). The production rate for these new wells is
performing above the type-curve. In addition, the completion of a well
that was expected to begin producing in April was deferred until
mid-July due to a mechanical issue that resulted in the completion of
only 1,000 feet of the well’s lateral. Since being placed online, the
well has averaged approximately 2 MMcfe/d (52% liquids) during its
initial 20 days of production from the short lateral. However, when
normalized for the type-curve lateral length of approximately 4,400
feet, the production rate is calculated to be approximately 10 MMcfe/d.
Two additional wells are currently in varying stages of completion
operations and do not have sufficient production history to report at
this time.
Forest also drilled a well during the second quarter within its light
sweet crude oil play located in Cherokee County, Texas. The Company has
recently initiated completion operations on the well.
Net sales volumes for the Ark-La-Tex averaged approximately 85 MMcfe/d
in the second quarter of 2014. Forest plans to operate three drilling
rigs in the Ark-La-Tex for the second half of 2014.
In the Eagle Ford, Forest has essentially completed the acreage holding
phase of its drilling program and is presently focused on development
drilling. The Company has completed the reprocessing of its 3D seismic
surveys and is utilizing the data to select drilling locations for the
second half of 2014 drilling program. Net sales volumes from the Eagle
Ford averaged approximately 2,500 Boe/d during the second quarter. Gross
drilling and completion costs for the wells drilled during 2014 have
averaged approximately $4.5 million per well. Plans for the second half
of 2014 entail operating one drilling rig in the Eagle Ford.
2014 Guidance
Incorporating the operational results for the first half of 2014 and
maintaining a disciplined capital program ahead of the proposed merger
with Sabine Oil & Gas will result in spending less capital and in a
corresponding reduction in the number of wells drilled during the second
half of 2014. Accordingly, Forest is adjusting its 2014 full-year
guidance as follows:
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Drilling and completion capital is expected to be in a range of $220
million to $230 million (excluding capitalized interest, capitalized
stock-based compensation, and asset retirement obligations incurred)
for 2014 as compared to a previous range of $260 million to $270
million. This will fund a three rig program in the Ark-La-Tex and a
one rig program in the Eagle Ford. The total capital budget is
expected to be in a range of $240 million to $250 million compared to
a previous range of $290 million to $310 million.
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Average net sales volumes are expected to be in a range of 105 – 110
MMcfe/d for 2014. The liquids component of our equivalent production
is expected to average approximately 33% of the average net sales
volumes.
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Production expense, which includes lease operating expense, ad valorem
taxes, production taxes, and product processing, gathering and
transportation, is expected to average $1.95 to $2.05 per Mcfe
compared to a previous range of $1.55 to $1.65 per Mcfe.
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Depreciation, depletion and amortization expense is expected to be
$2.30 to $2.40 per Mcfe compared to a previous range of $2.45 to $2.65
per Mcfe.
Forest’s guidance for 2014 remains subject to the cautionary statements
and limitations contained in the Company’s December 2, 2013 and February
25, 2014 press releases under the caption “2014 Guidance” as well as
those stated below under the caption “Forward-Looking Statements.”
Sabine Oil & Gas Merger Update
Forest is party to an agreement and plan of merger with Sabine Oil &
Gas. Completion of the proposed merger transaction is conditioned upon,
among other things, Forest shareholder approval at a special meeting of
Forest shareholders. In connection with the special meeting, Forest
filed a preliminary proxy statement with the Securities and Exchange
Commission on August 7, 2014. The transaction is expected to be
completed in the fourth quarter of 2014. Please refer to (a) Forest’s
Current Reports on Form 8-K filed on May 6, 2014, July 10, 2014, July
11, 2014 and July 15, 2014, (b) Forest’s press releases dated May 6,
2014 and July 10, 2014 and (c) Forest’s preliminary proxy statement for
more information.
Teleconference Call
Forest will not host a conference call this quarter.
Internal Control Review and Second Quarter Form 10-Q
As disclosed in Item 8.01 of Forest’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 11, 2014, the
Public Company Accounting Oversight Board conducted an inspection of
Ernst & Young LLP’s (“EY”) audits of the financial statements included
in, and internal control over financial reporting with respect to,
Forest’s Annual Report on Form 10-K for the year ended December 31, 2013
(the “Form 10-K”). Following this inspection, EY requested a
reevaluation of certain previously-identified deficiencies in Forest’s
Information Technology General Controls (“ITGCs”) around the financial
accounting system and the adequacy of the related compensating review
controls, as well as the precision and specificity to which these review
controls were executed and documented. Specifically, EY questioned the
compensating controls’ reliance on the financial accounting system where
the identified ITGC deficiencies originated. Following extensive
consultation with EY and other outside advisers, Forest’s management has
now concluded that its compensating review controls were not adequate
and that the ITGC and review control deficiencies each represent a
“material weakness” in internal control over financial reporting. As of
the date of this release, to the knowledge of Forest’s Chief Executive
Officer and Chief Financial Officer, these internal control material
weaknesses did not result in a material misstatement of Forest’s
financial statements included in the Form 10-K. Furthermore, EY has not
withdrawn its audit report on the financial statements included in the
Form 10-K. However, EY must conduct additional audit procedures to be
sure a misstatement did not occur. This additional testing has prevented
EY from conducting a timely review of Forest’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2014, and until such review is
completed, any such Form 10-Q filed with the Securities and Exchange
Commission would be incomplete and not fully compliant with applicable
rules.
Please see Forest’s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on August 11, 2014, for more detail.
READERS ARE CAUTIONED THAT THE ADDITIONAL AUDIT PROCEDURES BEING
CONDUCTED ON FOREST’S FINANCIAL STATEMENTS INCLUDED IN THE FORM 10-K MAY
RESULT IN CHANGES TO THE RESULTS INCLUDED IN THIS EARNINGS RELEASE.
NON-GAAP FINANCIAL MEASURES
Adjusted Net (Loss) Earnings
In addition to reporting net earnings (loss) as defined under generally
accepted accounting principles (GAAP), Forest also presents adjusted net
earnings (loss), which is a non-GAAP performance measure. Adjusted net
earnings (loss) consists of net earnings (loss) after adjustment for
those items shown in the table below. Adjusted net earnings (loss) does
not represent, and should not be considered an alternative to, GAAP
measurements such as net earnings (loss) (its most comparable GAAP
financial measure), and Forest's calculations thereof may not be
comparable to similarly titled measures reported by other companies. By
eliminating the items shown below, Forest believes that the measure is
useful to investors because similar measures are frequently used by
securities analysts, investors, and other interested parties in their
evaluation of companies in the oil and gas industry. Forest's management
does not view adjusted net earnings (loss) in isolation and also uses
other measurements, such as net earnings (loss) and revenues, to measure
operating performance. The following table provides a reconciliation of
net earnings (loss), the most directly comparable GAAP measure, to
adjusted net earnings (loss) for the periods presented (in thousands):
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
2014(1)
|
|
|
2013(2)
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
|
$
|
(82,717
|
)
|
|
|
$
|
33,439
|
|
Change in valuation allowance on deferred tax assets, net of
non-deductible
|
|
|
|
|
|
|
|
stock-based compensation costs
|
|
|
|
-
|
|
|
|
|
(12,330
|
)
|
Ceiling test write-down of oil and gas properties
|
|
|
|
77,176
|
|
|
|
|
-
|
|
Merger-related costs, net of tax
|
|
|
|
10,202
|
|
|
|
|
-
|
|
Rig stacking/lease termination costs, net of tax
|
|
|
|
3,075
|
|
|
|
|
803
|
|
Gain on asset dispositions, net of tax
|
|
|
|
(22,185
|
)
|
|
|
|
-
|
|
Employee-related asset disposition costs, net of tax
|
|
|
|
238
|
|
|
|
|
-
|
|
Unrealized losses (gains) on derivative instruments, net of tax
|
|
|
|
7,345
|
|
|
|
|
(14,584
|
)
|
Adjusted net earnings (loss)
|
|
|
$
|
(6,866
|
)
|
|
|
$
|
7,328
|
|
|
|
|
|
|
|
|
|
Earnings attributable to participating securities
|
|
|
|
-
|
|
|
|
|
(222
|
)
|
Adjusted net earnings (loss) for diluted earnings (loss) per share
|
|
|
$
|
(6,866
|
)
|
|
|
$
|
7,106
|
|
|
|
|
|
|
|
|
|
Weighted average number of diluted shares outstanding
|
|
|
|
117,117
|
|
|
|
|
116,033
|
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings (loss) per share
|
|
|
$
|
(0.06
|
)
|
|
|
$
|
0.06
|
|
(1)
|
|
The tax rate used for the three months ended June 30, 2014 was
0%
|
(2)
|
|
The tax rate used for the three months ended June 30, 2013 was
36.14%
|
|
|
|
Adjusted EBITDA
In addition to reporting net earnings (loss) as defined under GAAP,
Forest also presents adjusted net earnings before interest, income
taxes, depreciation, depletion, amortization, and certain other items
(adjusted EBITDA), which is a non-GAAP performance measure. Adjusted
EBITDA consists of net earnings (loss) after adjustment for those items
shown in the table below. Adjusted EBITDA does not represent, and should
not be considered an alternative to, GAAP measurements such as net
earnings (loss) (its most comparable GAAP financial measure), and
Forest's calculations thereof may not be comparable to similarly titled
measures reported by other companies. By eliminating the items shown
below, Forest believes the measure is useful in evaluating its
fundamental core operating performance. Forest also believes that
adjusted EBITDA is useful to investors because similar measures are
frequently used by securities analysts, investors, and other interested
parties in their evaluation of companies in the oil and gas industry.
Forest's management uses adjusted EBITDA to manage its business,
including in preparing its annual operating budget and financial
projections. Forest's management does not view adjusted EBITDA in
isolation and also uses other measurements, such as net earnings (loss)
and revenues, to measure operating performance. The following table
provides a reconciliation of net earnings (loss), the most directly
comparable GAAP measure, to adjusted EBITDA for the periods presented
(in thousands):
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Net earnings (loss)
|
|
|
$
|
(82,717
|
)
|
|
|
$
|
33,439
|
|
Income tax benefit
|
|
|
|
(78
|
)
|
|
|
|
(212
|
)
|
Interest expense
|
|
|
|
15,738
|
|
|
|
|
29,392
|
|
Depreciation, depletion, and amortization
|
|
|
|
20,303
|
|
|
|
|
43,804
|
|
Ceiling test write-down of oil and gas properties
|
|
|
|
77,176
|
|
|
|
|
-
|
|
Unrealized losses (gains) on derivative instruments, net
|
|
|
|
7,345
|
|
|
|
|
(22,913
|
)
|
Stock-based compensation
|
|
|
|
1,500
|
|
|
|
|
2,832
|
|
Accretion of asset retirement obligations
|
|
|
|
381
|
|
|
|
|
549
|
|
Employee-related asset disposition costs
|
|
|
|
156
|
|
|
|
|
-
|
|
Gain on asset dispositions, net
|
|
|
|
(22,185
|
)
|
|
|
|
-
|
|
Merger-related expenses
|
|
|
|
10,202
|
|
|
|
|
-
|
|
Rig stacking/lease termination costs
|
|
|
|
3,075
|
|
|
|
|
1,258
|
|
|
Adjusted EBITDA (1)
|
|
|
$
|
30,896
|
|
|
|
$
|
88,149
|
|
(1) The decrease in adjusted EBITDA was primarily due to oil and
natural gas property divestitures completed during 2013.
Adjusted Discretionary Cash Flow
In addition to reporting net cash provided by operating activities as
defined under GAAP, Forest also presents adjusted discretionary cash
flow, which is a non-GAAP liquidity measure. Adjusted discretionary cash
flow consists of net cash provided by operating activities after
adjustment for those items shown in the table below. This measure does
not represent, and should not be considered an alternative to, GAAP
measurements such as net cash provided by operating activities (its most
comparable GAAP financial measure), and Forest's calculations thereof
may not be comparable to similarly titled measures reported by other
companies. Forest's management uses adjusted discretionary cash flow as
a measure of liquidity and believes it provides useful information to
investors because it assesses cash flow from operations before changes
in operating assets and liabilities, which fluctuate due to the timing
of collections of receivables and the settlements of liabilities, and
other items. Forest's management uses adjusted discretionary cash flow
to manage its business, including in preparing its annual operating
budget and financial projections. This measure does not represent the
residual cash flow available for discretionary expenditures. Forest’s
management does not view adjusted discretionary cash flow in isolation
and also uses other measurements, such as net cash provided by operating
activities, to measure operating performance. The following table
provides a reconciliation of net cash provided by operating activities,
the most directly comparable GAAP measure, to adjusted discretionary
cash flow for the periods presented (in thousands):
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
$
|
4,887
|
|
|
|
$
|
76,090
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
Accounts receivable
|
|
|
|
(8,907
|
)
|
|
|
|
4,433
|
|
Other current assets
|
|
|
|
401
|
|
|
|
|
(840
|
)
|
Accounts payable and accrued liabilities
|
|
|
|
16,424
|
|
|
|
|
(32,653
|
)
|
Accrued interest and other
|
|
|
|
(9,429
|
)
|
|
|
|
10,895
|
|
Employee-related asset disposition costs (1)
|
|
|
|
156
|
|
|
|
|
-
|
|
Merger-related costs (1)
|
|
|
|
10,202
|
|
|
|
|
-
|
|
Rig stacking costs (1)
|
|
|
|
2,025
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Adjusted discretionary cash flow (2)
|
|
|
$
|
15,759
|
|
|
|
$
|
57,925
|
|
|
|
|
(1)
|
|
The employee-related asset disposition costs, merger-related
costs, and rig stacking costs are non-recurring cash-settled
items. Including the effect of these items, adjusted discretionary
cash flow would have been $3 million for the three months ended
June 30, 2014.
|
|
|
|
(2)
|
|
The decrease in adjusted discretionary cash flow was primarily
due to oil and natural gas property divestitures completed during
2013.
|
|
|
|
Net Debt
In addition to reporting total debt as defined under GAAP, Forest also
presents net debt, which is a non-GAAP debt measure. Net debt consists
of the principal amount of debt adjusted for cash and cash equivalents
at the end of the period. Forest's management uses net debt to assess
Forest's indebtedness.
The following table sets forth the components of net debt (in thousands):
|
|
|
|
June 30, 2014
|
|
|
December 31, 2013
|
|
|
|
|
Principal
|
|
|
Book(1)
|
|
|
Principal
|
|
|
Book(1)
|
Credit facility
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
7 1/4% Senior notes due 2019
|
|
|
|
577,914
|
|
|
|
578,076
|
|
|
|
577,914
|
|
|
|
578,092
|
7 1/2% Senior notes due 2020
|
|
|
|
222,087
|
|
|
|
222,087
|
|
|
|
222,087
|
|
|
|
222,087
|
|
Total debt
|
|
|
|
800,001
|
|
|
|
800,163
|
|
|
|
800,001
|
|
|
|
800,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: cash and cash equivalents
|
|
|
|
14,582
|
|
|
|
14,582
|
|
|
|
66,192
|
|
|
|
66,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt
|
|
|
$
|
785,419
|
|
|
$
|
785,581
|
|
|
$
|
733,809
|
|
|
$
|
733,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Book amounts include the principal amount of debt adjusted for
unamortized premiums on the issuance of certain senior notes of
$0.2 million at June 30, 2014 and December 31, 2013.
|
|
|
|
*****
Forest Oil Corporation is engaged in the acquisition, production,
exploration, and development of natural gas and liquids in the United
States. Forest’s principal reserves and producing properties are located
in East Texas, the Eagle Ford in South Texas, Arkansas, and Louisiana.
Forest’s common stock trades on the New York Stock Exchange under the
symbol FST. For more information about Forest Oil, please visit its
website at http://www.forestoil.com.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, Forest Oil Corporation
filed a preliminary proxy statement with the Securities and
Exchange Commission (“SEC”) on August 7, 2014, and each of Sabine Oil &
Gas LLC and Forest Oil Corporation also plan to file other relevant
documents with the SEC regarding the proposed transaction. The
preliminary proxy statement has not yet become a definitive proxy
statement. This press release shall not constitute an offer to sell or
the solicitation of an offer to buy any securities or a solicitation of
any vote or approval. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS TO THOSE DOCUMENTS, IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free
copy of the preliminary proxy statement and the definitive proxy
statement (if and when it becomes available) and other relevant
documents filed by Sabine Oil & Gas LLC and Forest Oil Corporation with
the SEC at the SEC’s website at www.sec.gov. You may also
obtain Forest’s documents by contacting Forest Oil Corporation’s
Investor Relations department at www.forestoil.com or by
email at IR@forestoil.com.
PARTICIPANTS IN THE SOLICITATION
Forest Oil Corporation, Sabine Oil & Gas LLC and their respective
directors and executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information about Forest
Oil Corporation’s directors is available in Forest Oil Corporation’s
proxy statement filed with the SEC on March 26, 2014, for its 2014
annual meeting of shareholders, and information about Forest Oil
Corporation’s executive officers is available in Forest Oil
Corporation’s Annual Report on Form 10-K for 2013 filed with the SEC on
February 26, 2014. Information about Sabine Oil & Gas LLC’s directors
and executive officers is available in the registration statement on
Form S-4 filed by New Forest Oil Inc. on May 29, 2014. Other information
regarding the participants in the proxy solicitations and a description
of their direct and indirect interests, by security holdings or
otherwise, will be contained in the definitive proxy statement and other
relevant materials to be filed with the SEC regarding the proposed
transactions when they become available. Investors should read the
definitive proxy statement carefully when it becomes available before
making any voting or investment decisions. You may obtain free copies of
these documents from Forest Oil Corporation using the sources indicated
above.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements concerning the
proposed transactions, its financial and business impact, management’s
beliefs and objectives with respect thereto, and management’s current
expectations for future operating and financial performance, based on
assumptions currently believed to be valid. Forward-looking statements
are all statements other than statements of historical facts. The words
“anticipates,” “may,” “can,” “plans,” “believes,” “estimates,”
“expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,”
and any similar expressions or other words of similar meaning are
intended to identify those assertions as forward-looking statements. It
is uncertain whether the events anticipated will transpire, or if they
do occur what impact they will have on the results of operations and
financial condition of Forest Oil Corporation or Sabine Oil & Gas
LLC. These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially from
those anticipated, including but not limited to the ability of the
parties to satisfy the conditions precedent and consummate the proposed
transactions, the timing of consummation of the proposed transactions,
the ability of the parties to secure regulatory approvals in a timely
manner or on the terms desired or anticipated, the ability of Forest Oil
Corporation to integrate the acquired operations, the ability to
implement the anticipated business plans following closing and achieve
anticipated benefits and savings, and the ability to realize
opportunities for growth. Other important economic, political,
regulatory, legal, technological, competitive and other uncertainties
are identified in the documents filed with the SEC by Forest Oil
Corporation from time to time, including Forest Oil Corporation’s Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K. For additional information on the risks and
uncertainties that could impact Sabine Oil & Gas LLC’s business and
operations, as well as risks related to the transactions, please see the
registration statement on Form S-4 filed by New Forest Oil, Inc. on May
29, 2014. The forward-looking statements included in this document are
made only as of the date hereof. Neither Forest Oil Corporation nor
Sabine Oil & Gas LLC undertakes any obligation to update the
forward-looking statements included in this document to reflect
subsequent events or circumstances.
|
|
|
|
|
|
|
|
|
|
FOREST OIL CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
December 31,
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
ASSETS
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
14,582
|
|
|
|
$
|
66,192
|
|
|
Accounts receivable
|
|
|
|
25,981
|
|
|
|
|
35,654
|
|
|
Derivative instruments
|
|
|
|
395
|
|
|
|
|
5,192
|
|
|
Other current assets
|
|
|
|
8,894
|
|
|
|
|
6,756
|
|
|
|
|
Total current assets
|
|
|
|
49,852
|
|
|
|
|
113,794
|
|
|
|
|
|
|
|
|
|
|
|
Net property and equipment
|
|
|
|
795,782
|
|
|
|
|
818,569
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
|
444
|
|
|
|
|
2,230
|
|
Goodwill
|
|
|
|
|
134,434
|
|
|
|
|
134,434
|
|
Derivative instruments
|
|
|
|
363
|
|
|
|
|
400
|
|
Other assets
|
|
|
|
15,950
|
|
|
|
|
48,525
|
|
|
|
|
|
|
|
$
|
996,825
|
|
|
|
$
|
1,117,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
$
|
129,744
|
|
|
|
$
|
141,107
|
|
|
Accrued interest
|
|
|
|
6,653
|
|
|
|
|
6,654
|
|
|
Derivative instruments
|
|
|
|
13,503
|
|
|
|
|
4,542
|
|
|
Deferred income taxes
|
|
|
|
444
|
|
|
|
|
2,230
|
|
|
Other current liabilities
|
|
|
|
4,864
|
|
|
|
|
12,201
|
|
|
|
|
Total current liabilities
|
|
|
|
155,208
|
|
|
|
|
166,734
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
|
800,163
|
|
|
|
|
800,179
|
|
Asset retirement obligations
|
|
|
|
21,821
|
|
|
|
|
22,629
|
|
Derivative instruments
|
|
|
|
1,940
|
|
|
|
|
-
|
|
Other liabilities
|
|
|
|
63,332
|
|
|
|
|
73,941
|
|
|
|
|
Total liabilities
|
|
|
|
1,042,464
|
|
|
|
|
1,063,483
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
|
|
|
Common stock
|
|
|
|
11,935
|
|
|
|
|
11,940
|
|
|
Capital surplus
|
|
|
|
2,558,271
|
|
|
|
|
2,554,997
|
|
|
Accumulated deficit
|
|
|
|
(2,605,794
|
)
|
|
|
|
(2,502,070
|
)
|
|
Accumulated other comprehensive loss
|
|
|
|
(10,051
|
)
|
|
|
|
(10,398
|
)
|
|
|
|
Total shareholders' equity
|
|
|
|
(45,639
|
)
|
|
|
|
54,469
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
996,825
|
|
|
|
$
|
1,117,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOREST OIL CORPORATION
Condensed Consolidated Statements of Operations
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
Oil, gas, and NGL sales
|
|
|
$
|
60,106
|
|
|
|
$
|
116,786
|
|
|
Interest and other
|
|
|
|
329
|
|
|
|
|
28
|
|
|
|
Total revenues
|
|
|
|
60,435
|
|
|
|
|
116,814
|
|
|
|
|
|
|
|
|
|
|
|
Costs, expenses, and other:
|
|
|
|
|
|
|
|
Lease operating expenses
|
|
|
|
14,295
|
|
|
|
|
19,167
|
|
|
Production and property taxes
|
|
|
|
2,740
|
|
|
|
|
5,029
|
|
|
Transportation and processing costs
|
|
|
|
2,379
|
|
|
|
|
3,098
|
|
|
General and administrative expense
|
|
|
|
8,260
|
|
|
|
|
13,114
|
|
|
Depreciation, depletion, and amortization
|
|
|
|
20,303
|
|
|
|
|
43,804
|
|
|
Ceiling test write-down of oil and gas properties
|
|
|
|
77,176
|
|
|
|
|
-
|
|
|
Interest expense
|
|
|
|
15,738
|
|
|
|
|
29,392
|
|
|
Realized and unrealized losses (gains) on derivative instruments, net
|
|
|
|
11,641
|
|
|
|
|
(31,610
|
)
|
|
Other, net
|
|
|
|
(9,302
|
)
|
|
|
|
1,593
|
|
|
|
Total costs, expenses, and other
|
|
|
|
143,230
|
|
|
|
|
83,587
|
|
|
Earnings (loss) before income taxes
|
|
|
|
(82,795
|
)
|
|
|
|
33,227
|
|
|
Income tax benefit
|
|
|
|
(78
|
)
|
|
|
|
(212
|
)
|
|
Net earnings (loss)
|
|
|
$
|
(82,717
|
)
|
|
|
$
|
33,439
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding
|
|
|
|
117,117
|
|
|
|
|
116,033
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings (loss) per common share
|
|
|
$
|
(0.71
|
)
|
|
|
$
|
0.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOREST OIL CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
June 30,
|
|
|
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
(In thousands)
|
Operating activities:
|
|
|
|
|
|
|
Net earnings (loss)
|
|
|
$
|
(82,717
|
)
|
|
|
$
|
33,439
|
|
Adjustments to reconcile net earnings (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
Depreciation, depletion, and amortization
|
|
|
|
20,303
|
|
|
|
|
43,804
|
|
|
Unrealized losses on derivative instruments, net
|
|
|
|
7,345
|
|
|
|
|
(22,913
|
)
|
|
Stock-based compensation
|
|
|
|
1,500
|
|
|
|
|
2,832
|
|
|
Ceiling test write-down of oil and gas properties
|
|
|
|
77,176
|
|
|
|
|
-
|
|
|
Gain on asset dispositions, net
|
|
|
|
(22,185
|
)
|
|
|
|
-
|
|
|
Other, net
|
|
|
|
1,954
|
|
|
|
|
763
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
|
8,907
|
|
|
|
|
(4,433
|
)
|
|
|
Other current assets
|
|
|
|
(401
|
)
|
|
|
|
840
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
|
(16,424
|
)
|
|
|
|
32,653
|
|
|
|
Accrued interest and other
|
|
|
|
9,429
|
|
|
|
|
(10,895
|
)
|
|
|
|
Net cash provided by operating activities
|
|
|
|
4,887
|
|
|
|
|
76,090
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
Capital expenditures for property and equipment:
|
|
|
|
|
|
|
|
Exploration, development, leasehold, and acquisition costs
|
|
|
|
(48,406
|
)
|
|
|
|
(103,434
|
)
|
|
Other property and equipment
|
|
|
|
(1,274
|
)
|
|
|
|
(847
|
)
|
Proceeds from sales of assets
|
|
|
|
21,906
|
|
|
|
|
25,172
|
|
|
|
|
Net cash used by investing activities
|
|
|
|
(27,774
|
)
|
|
|
|
(79,109
|
)
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
Proceeds from bank borrowings
|
|
|
|
-
|
|
|
|
|
118,000
|
|
Repayments of bank borrowings
|
|
|
|
-
|
|
|
|
|
(128,000
|
)
|
Change in bank overdrafts
|
|
|
|
(10,553
|
)
|
|
|
|
12,933
|
|
Other, net
|
|
|
|
(306
|
)
|
|
|
|
(718
|
)
|
|
|
|
Net cash (used) provided by financing activities
|
|
|
|
(10,859
|
)
|
|
|
|
2,215
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
|
|
(33,746
|
)
|
|
|
|
(804
|
)
|
Cash and cash equivalents at beginning of period
|
|
|
|
48,328
|
|
|
|
|
1,225
|
|
Cash and cash equivalents at end of period
|
|
|
$
|
14,582
|
|
|
|
$
|
421
|
|
|
|
|
|
|
|
|
|
|
|
|
CONTACT:
Forest Oil Corporation
Larry C. Busnardo,
303-812-1441
VP – Investor Relations
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