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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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|
20-8084793
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
|
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123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma
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|
73102
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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þ
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Accelerated filer
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o
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Non-accelerated filer
|
o
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(Do not check if a smaller reporting company)
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Smaller reporting company
|
o
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ITEM 1.
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||
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||
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||
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ITEM 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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ITEM 3.
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ITEM 4.
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||
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 6.
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|
September 30,
2015 |
|
December 31,
2014 |
||||
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(Unaudited)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
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$
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790,142
|
|
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$
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181,253
|
|
Accounts receivable, net
|
198,205
|
|
|
330,077
|
|
||
Derivative contracts
|
103,317
|
|
|
291,414
|
|
||
Prepaid expenses
|
11,308
|
|
|
7,981
|
|
||
Other current assets
|
6,025
|
|
|
21,193
|
|
||
Total current assets
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1,108,997
|
|
|
831,918
|
|
||
Oil and natural gas properties, using full cost method of accounting
|
|
|
|
||||
Proved
|
12,302,551
|
|
|
11,707,147
|
|
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Unproved
|
260,657
|
|
|
290,596
|
|
||
Less: accumulated depreciation, depletion and impairment
|
(10,235,369
|
)
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(6,359,149
|
)
|
||
|
2,327,839
|
|
|
5,638,594
|
|
||
Other property, plant and equipment, net
|
507,247
|
|
|
576,463
|
|
||
Derivative contracts
|
16,249
|
|
|
47,003
|
|
||
Other assets
|
142,750
|
|
|
165,247
|
|
||
Total assets
|
$
|
4,103,082
|
|
|
$
|
7,259,225
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
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(Unaudited)
|
||||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
445,045
|
|
|
$
|
683,392
|
|
Derivative contracts
|
369
|
|
|
—
|
|
||
Deferred tax liability
|
51,126
|
|
|
95,843
|
|
||
Other current liabilities
|
—
|
|
|
5,216
|
|
||
Total current liabilities
|
496,540
|
|
|
784,451
|
|
||
Long-term debt
|
3,936,994
|
|
|
3,195,436
|
|
||
Derivative contracts
|
326
|
|
|
—
|
|
||
Asset retirement obligations
|
58,121
|
|
|
54,402
|
|
||
Other long-term obligations
|
14,371
|
|
|
15,116
|
|
||
Total liabilities
|
4,506,352
|
|
|
4,049,405
|
|
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Commitments and contingencies (Note 10)
|
|
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|
||||
Equity
|
|
|
|
||||
SandRidge Energy, Inc. stockholders’ (deficit) equity
|
|
|
|
||||
Preferred stock, $0.001 par value, 50,000 shares authorized
|
|
|
|
||||
8.5% Convertible perpetual preferred stock; 2,650 shares issued and outstanding at September 30, 2015 and December 31, 2014; aggregate liquidation preference of $265,000
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3
|
|
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3
|
|
||
7.0% Convertible perpetual preferred stock; 3,000 shares issued and outstanding at September 30, 2015 and December 31, 2014; aggregate liquidation preference of $300,000
|
3
|
|
|
3
|
|
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Common stock, $0.001 par value; 1,800,000 shares authorized, 547,718 issued and 546,157 outstanding at September 30, 2015; 800,000 shares authorized, 485,932 issued and 484,819 outstanding at December 31, 2014
|
542
|
|
|
477
|
|
||
Additional paid-in capital
|
5,270,225
|
|
|
5,204,024
|
|
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Additional paid-in capital—stockholder receivable
|
(2,500
|
)
|
|
(2,500
|
)
|
||
Treasury stock, at cost
|
(6,876
|
)
|
|
(6,980
|
)
|
||
Accumulated deficit
|
(6,328,118
|
)
|
|
(3,257,202
|
)
|
||
Total SandRidge Energy, Inc. stockholders’ (deficit) equity
|
(1,066,721
|
)
|
|
1,937,825
|
|
||
Noncontrolling interest
|
663,451
|
|
|
1,271,995
|
|
||
Total stockholders’ (deficit) equity
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(403,270
|
)
|
|
3,209,820
|
|
||
Total liabilities and stockholders’ (deficit) equity
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$
|
4,103,082
|
|
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$
|
7,259,225
|
|
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Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
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2015
|
|
2014
|
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2015
|
|
2014
|
||||||||
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(Unaudited)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Oil, natural gas and NGL
|
$
|
165,135
|
|
|
$
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359,613
|
|
|
$
|
575,399
|
|
|
$
|
1,104,835
|
|
Drilling and services
|
4,572
|
|
|
21,348
|
|
|
19,658
|
|
|
57,280
|
|
||||
Midstream and marketing
|
8,838
|
|
|
11,922
|
|
|
26,208
|
|
|
44,706
|
|
||||
Other
|
1,607
|
|
|
1,224
|
|
|
3,802
|
|
|
5,056
|
|
||||
Total revenues
|
180,152
|
|
|
394,107
|
|
|
625,067
|
|
|
1,211,877
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Production
|
72,884
|
|
|
82,664
|
|
|
244,158
|
|
|
256,473
|
|
||||
Production taxes
|
3,652
|
|
|
8,380
|
|
|
12,548
|
|
|
24,027
|
|
||||
Cost of sales
|
4,323
|
|
|
15,992
|
|
|
22,034
|
|
|
38,942
|
|
||||
Midstream and marketing
|
6,633
|
|
|
11,405
|
|
|
22,464
|
|
|
40,659
|
|
||||
Depreciation and depletion—oil and natural gas
|
66,501
|
|
|
112,569
|
|
|
266,906
|
|
|
325,021
|
|
||||
Depreciation and amortization—other
|
11,379
|
|
|
14,417
|
|
|
37,234
|
|
|
45,350
|
|
||||
Accretion of asset retirement obligations
|
1,132
|
|
|
1,116
|
|
|
3,323
|
|
|
7,927
|
|
||||
Impairment
|
1,074,588
|
|
|
54
|
|
|
3,647,845
|
|
|
167,966
|
|
||||
General and administrative
|
34,233
|
|
|
24,589
|
|
|
108,764
|
|
|
95,042
|
|
||||
Gain on derivative contracts
|
(42,211
|
)
|
|
(132,575
|
)
|
|
(59,034
|
)
|
|
(4,792
|
)
|
||||
Loss (gain) on sale of assets
|
6,771
|
|
|
(995
|
)
|
|
2,097
|
|
|
(978
|
)
|
||||
Total expenses
|
1,239,885
|
|
|
137,616
|
|
|
4,308,339
|
|
|
995,637
|
|
||||
(Loss) income from operations
|
(1,059,733
|
)
|
|
256,491
|
|
|
(3,683,272
|
)
|
|
216,240
|
|
||||
Other (expense) income
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(77,000
|
)
|
|
(59,783
|
)
|
|
(213,569
|
)
|
|
(183,689
|
)
|
||||
Gain on extinguishment of debt
|
340,699
|
|
|
—
|
|
|
358,633
|
|
|
—
|
|
||||
Other (expense) income, net
|
(426
|
)
|
|
(273
|
)
|
|
1,208
|
|
|
3,159
|
|
||||
Total other income (expense)
|
263,273
|
|
|
(60,056
|
)
|
|
146,272
|
|
|
(180,530
|
)
|
||||
(Loss) income before income taxes
|
(796,460
|
)
|
|
196,435
|
|
|
(3,537,000
|
)
|
|
35,710
|
|
||||
Income tax expense (benefit)
|
25
|
|
|
(1,064
|
)
|
|
90
|
|
|
(2,131
|
)
|
||||
Net (loss) income
|
(796,485
|
)
|
|
197,499
|
|
|
(3,537,090
|
)
|
|
37,841
|
|
||||
Less: net (loss) income attributable to noncontrolling interest
|
(156,073
|
)
|
|
40,161
|
|
|
(493,243
|
)
|
|
49,733
|
|
||||
Net (loss) income attributable to SandRidge Energy, Inc.
|
(640,412
|
)
|
|
157,338
|
|
|
(3,043,847
|
)
|
|
(11,892
|
)
|
||||
Preferred stock dividends
|
9,114
|
|
|
11,381
|
|
|
27,069
|
|
|
39,144
|
|
||||
(Loss applicable) income available to SandRidge Energy, Inc. common stockholders
|
$
|
(649,526
|
)
|
|
$
|
145,957
|
|
|
$
|
(3,070,916
|
)
|
|
$
|
(51,036
|
)
|
(Loss) income per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(1.23
|
)
|
|
$
|
0.30
|
|
|
$
|
(6.14
|
)
|
|
$
|
(0.11
|
)
|
Diluted
|
$
|
(1.23
|
)
|
|
$
|
0.27
|
|
|
$
|
(6.14
|
)
|
|
$
|
(0.11
|
)
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
526,388
|
|
|
485,458
|
|
|
500,077
|
|
|
485,194
|
|
||||
Diluted
|
526,388
|
|
|
575,911
|
|
|
500,077
|
|
|
485,194
|
|
|
SandRidge Energy, Inc. Stockholders
|
|
|
|
|
||||||||||||||||||||||||||||
|
Convertible Perpetual Preferred Stock
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Treasury Stock
|
|
Accumulated Deficit
|
|
Non-controlling Interest
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|||||||||||||||||||||
|
(Unaudited)
|
||||||||||||||||||||||||||||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance at December 31, 2014
|
5,650
|
|
|
$
|
6
|
|
|
484,819
|
|
|
$
|
477
|
|
|
$
|
5,201,524
|
|
|
$
|
(6,980
|
)
|
|
$
|
(3,257,202
|
)
|
|
$
|
1,271,995
|
|
|
$
|
3,209,820
|
|
Distributions to noncontrolling interest owners
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115,301
|
)
|
|
(115,301
|
)
|
|||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,347
|
)
|
|
—
|
|
|
—
|
|
|
(2,347
|
)
|
|||||||
Retirement of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,347
|
)
|
|
2,347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock distributions, net of purchases - retirement plans
|
—
|
|
|
—
|
|
|
(448
|
)
|
|
—
|
|
|
27
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,251
|
|
|||||||
Issuance of restricted stock awards, net of cancellations
|
—
|
|
|
—
|
|
|
1,485
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock issued for debt
|
—
|
|
|
—
|
|
|
36,012
|
|
|
36
|
|
|
35,111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,147
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,043,847
|
)
|
|
(493,243
|
)
|
|
(3,537,090
|
)
|
|||||||
Convertible perpetual preferred stock dividends
|
—
|
|
|
—
|
|
|
24,289
|
|
|
25
|
|
|
16,163
|
|
|
—
|
|
|
(27,069
|
)
|
|
—
|
|
|
(10,881
|
)
|
|||||||
Balance at September 30, 2015
|
5,650
|
|
|
$
|
6
|
|
|
546,157
|
|
|
$
|
542
|
|
|
$
|
5,267,725
|
|
|
$
|
(6,876
|
)
|
|
$
|
(6,328,118
|
)
|
|
$
|
663,451
|
|
|
$
|
(403,270
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(Unaudited)
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net (loss) income
|
$
|
(3,537,090
|
)
|
|
$
|
37,841
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities
|
|
|
|
||||
Depreciation, depletion and amortization
|
304,140
|
|
|
370,371
|
|
||
Accretion of asset retirement obligations
|
3,323
|
|
|
7,927
|
|
||
Impairment
|
3,647,845
|
|
|
167,966
|
|
||
Debt issuance costs amortization
|
8,324
|
|
|
7,045
|
|
||
Amortization of discount, net of premium, on long-term debt
|
1,053
|
|
|
394
|
|
||
Gain on extinguishment of debt
|
(358,633
|
)
|
|
—
|
|
||
Write off of debt issuance costs
|
7,108
|
|
|
—
|
|
||
Gain on long-term debt holder conversion feature
|
(10,146
|
)
|
|
—
|
|
||
Cash paid for early conversion of convertible notes
|
(2,708
|
)
|
|
—
|
|
||
Gain on derivative contracts
|
(59,034
|
)
|
|
(4,792
|
)
|
||
Cash received (paid) on settlement of derivative contracts
|
278,581
|
|
|
(48,816
|
)
|
||
Loss (gain) on sale of assets
|
2,097
|
|
|
(978
|
)
|
||
Stock-based compensation
|
15,170
|
|
|
15,853
|
|
||
Other
|
1,772
|
|
|
488
|
|
||
Changes in operating assets and liabilities
|
59,084
|
|
|
(157,615
|
)
|
||
Net cash provided by operating activities
|
360,886
|
|
|
395,684
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures for property, plant and equipment
|
(761,905
|
)
|
|
(1,071,465
|
)
|
||
Acquisition of assets
|
(3,231
|
)
|
|
(16,920
|
)
|
||
Proceeds from sale of assets
|
35,387
|
|
|
714,294
|
|
||
Net cash used in investing activities
|
(729,749
|
)
|
|
(374,091
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from borrowings
|
2,190,000
|
|
|
—
|
|
||
Repayments of borrowings
|
(1,034,466
|
)
|
|
—
|
|
||
Debt issuance costs
|
(48,021
|
)
|
|
—
|
|
||
Proceeds from sale of royalty trust units
|
—
|
|
|
22,119
|
|
||
Noncontrolling interest distributions
|
(115,301
|
)
|
|
(150,440
|
)
|
||
Acquisition of ownership interest
|
—
|
|
|
(2,730
|
)
|
||
Stock-based compensation excess tax benefit
|
—
|
|
|
14
|
|
||
Purchase of treasury stock
|
(3,198
|
)
|
|
(8,278
|
)
|
||
Repurchase of common stock
|
—
|
|
|
(17,542
|
)
|
||
Dividends paid — preferred
|
(11,262
|
)
|
|
(45,025
|
)
|
||
Cash paid on settlement of financing derivative contracts
|
—
|
|
|
(44,128
|
)
|
||
Net cash provided by (used in) financing activities
|
977,752
|
|
|
(246,010
|
)
|
||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
608,889
|
|
|
(224,417
|
)
|
||
CASH AND CASH EQUIVALENTS, beginning of year
|
181,253
|
|
|
814,663
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
790,142
|
|
|
$
|
590,246
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
||||
Cash paid for interest, net of amounts capitalized
|
$
|
(213,578
|
)
|
|
$
|
(209,939
|
)
|
Cash paid for income taxes
|
$
|
(95
|
)
|
|
$
|
(543
|
)
|
Supplemental Disclosure of Noncash Investing and Financing Activities
|
|
|
|
||||
Change in accrued capital expenditures
|
$
|
160,853
|
|
|
$
|
(49,072
|
)
|
Equity issued for debt
|
$
|
(35,147
|
)
|
|
$
|
—
|
|
Preferred stock dividends paid in common stock
|
$
|
(16,188
|
)
|
|
$
|
—
|
|
(1)
|
Includes revenues and expenses through
February 25, 2014
, the date of the sale.
|
|
|
Mississippian Trust I
|
|
Permian Trust
|
|
Mississippian Trust II
|
|||
Total outstanding common units(1)
|
|
28,000,000
|
|
|
39,375,000
|
|
|
37,293,750
|
|
Total outstanding subordinated units(2)
|
|
—
|
|
|
13,125,000
|
|
|
12,431,250
|
|
(1)
|
The Mississippian Trust I’s previously outstanding subordinated units, all of which were held by SandRidge, converted to common units in the third quarter of 2014.
|
(2)
|
All outstanding subordinated units are owned by SandRidge.
|
Mississippian Trust I
|
26.9
|
%
|
Permian Trust
|
25.0
|
%
|
Mississippian Trust II
|
37.6
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015(1)
|
|
2014(2)
|
|
2015(1)
|
|
2014(2)
|
||||||||
Total distributions
|
$
|
34,444
|
|
|
$
|
56,191
|
|
|
$
|
131,943
|
|
|
$
|
184,176
|
|
Distributions to third-party unitholders
|
$
|
30,611
|
|
|
$
|
47,298
|
|
|
$
|
115,301
|
|
|
$
|
150,440
|
|
(1)
|
Subordination thresholds were not met for the Permian Trust and Mississippian Trust II’s distributions for the
three and nine
-month periods ended
September 30, 2015
, resulting in reduced distributions to the Company on its subordinated units for these periods.
|
(2)
|
Subordination thresholds were not met for the Mississippian Trust I’s distributions for the
three and nine
-month periods ended
September 30, 2014
and for the Mississippian Trust II’s distributions for the three-month period
September 30, 2014
, resulting in reduced distributions to the Company on its subordinated units for these periods.
|
|
Notional (MBbls)
|
|
Weighted Average
Fixed Price
|
|||
October 2015 - December 2015
|
187
|
|
|
$
|
97.09
|
|
|
Notional (MMcf)
|
|
Collar Range
|
|||||||
October 2015 - December 2015
|
255
|
|
|
$
|
4.00
|
|
—
|
$
|
8.55
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Cash and cash equivalents(1)
|
$
|
7,702
|
|
|
$
|
9,387
|
|
Accounts receivable, net
|
6,032
|
|
|
17,660
|
|
||
Derivative contracts
|
—
|
|
|
6,589
|
|
||
Total current assets
|
13,734
|
|
|
33,636
|
|
||
Investment in royalty interests(2)
|
1,325,942
|
|
|
1,325,942
|
|
||
Less: accumulated depletion and impairment(3)
|
(1,051,186
|
)
|
|
(284,094
|
)
|
||
|
274,756
|
|
|
1,041,848
|
|
||
Total assets
|
$
|
288,490
|
|
|
$
|
1,075,484
|
|
Accounts payable and accrued expenses
|
$
|
952
|
|
|
$
|
2,852
|
|
Total liabilities
|
$
|
952
|
|
|
$
|
2,852
|
|
(1)
|
Includes
$3.0 million
held by the trustee at
September 30, 2015
and
December 31, 2014
as reserves for future general and administrative expenses.
|
(2)
|
Investment in royalty interests is included in oil and natural gas properties in the accompanying unaudited condensed consolidated balance sheets.
|
(3)
|
Includes cumulative full cost ceiling limitation impairment of
$783.5 million
and
$42.3 million
at
September 30, 2015
and
December 31, 2014
, respectively.
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Accounts receivable due from PGC
|
$
|
1,034
|
|
|
$
|
1,141
|
|
Accounts payable due to PGC
|
$
|
3,955
|
|
|
$
|
4,163
|
|
Level 1
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
|
|
Level 2
|
Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.
|
|
|
Level 3
|
Measurement based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable for objective sources (i.e., supported by little or no market activity).
|
Unobservable Input
|
|
Range
|
|
Weighted Average
|
|
Fair Value
|
||||||||||
|
|
(Price per Mcf)
|
|
(In thousands)
|
||||||||||||
September 30, 2015
|
|
|
|
|
|
|
|
|
||||||||
Natural gas basis differential forward curve
|
|
$
|
(0.11
|
)
|
–
|
$
|
(0.31
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(3,436
|
)
|
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Natural gas basis differential forward curve
|
|
$
|
(0.03
|
)
|
–
|
$
|
(0.38
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
350
|
|
Unobservable Input
|
|
Range
|
|
Weighted Average
|
|
Fair Value
|
|||||||
|
|
|
|
(In thousands)
|
|||||||||
Long-term debt conversion feature hazard rate
|
|
58.6
|
%
|
–
|
62.4
|
%
|
|
60.7
|
%
|
|
$
|
5,474
|
|
Unobservable Input
|
|
|
||
Estimated future payments for plugging and abandonment
|
|
$
|
372,034
|
|
|
Fair Value Measurements
|
|
Netting(1)
|
|
Assets/Liabilities at Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
122,307
|
|
|
$
|
—
|
|
|
$
|
(2,741
|
)
|
|
$
|
119,566
|
|
Investments
|
10,444
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,444
|
|
|||||
|
$
|
10,444
|
|
|
$
|
122,307
|
|
|
$
|
—
|
|
|
$
|
(2,741
|
)
|
|
$
|
130,010
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,436
|
|
|
$
|
(2,741
|
)
|
|
$
|
695
|
|
Long-term debt holder conversion feature
|
—
|
|
|
—
|
|
|
5,474
|
|
|
—
|
|
|
5,474
|
|
|||||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,910
|
|
|
$
|
(2,741
|
)
|
|
$
|
6,169
|
|
|
Fair Value Measurements
|
|
Netting(1)
|
|
Assets/Liabilities at Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
338,067
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
338,417
|
|
Investments
|
11,106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,106
|
|
|||||
|
$
|
11,106
|
|
|
$
|
338,067
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
349,523
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Guarantee
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,104
|
|
|
$
|
—
|
|
|
$
|
5,104
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,104
|
|
|
$
|
—
|
|
|
$
|
5,104
|
|
Level 3 Fair Value Measurements - Commodity Derivative Contracts
|
|
Three Months Ended September 30, 2015
|
|
Nine Months Ended September 30, 2015
|
||||
Beginning balance
|
|
$
|
(2,207
|
)
|
|
$
|
350
|
|
Purchases
|
|
—
|
|
|
(2,894
|
)
|
||
Loss on commodity derivative contracts
|
|
(1,229
|
)
|
|
(892
|
)
|
||
Ending balance
|
|
$
|
(3,436
|
)
|
|
$
|
(3,436
|
)
|
Level 3 Fair Value Measurements - Long-Term Debt Holder Conversion Feature
|
|
|
||
Beginning balance
|
|
$
|
—
|
|
Issuances
|
|
16,994
|
|
|
Gain on derivative holder conversion feature
|
|
(10,146
|
)
|
|
Conversions
|
|
(1,374
|
)
|
|
Ending balance
|
|
$
|
5,474
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Level 3 Fair Value Measurements - Guarantee
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Beginning balance
|
|
$
|
3,736
|
|
|
$
|
12,028
|
|
|
$
|
5,104
|
|
|
$
|
—
|
|
Issuances(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,446
|
|
||||
(Gain) loss on guarantee
|
|
—
|
|
|
(1,598
|
)
|
|
—
|
|
|
984
|
|
||||
Settlements
|
|
(3,736
|
)
|
|
—
|
|
|
(5,104
|
)
|
|
—
|
|
||||
Ending balance
|
|
$
|
—
|
|
|
$
|
10,430
|
|
|
$
|
—
|
|
|
$
|
10,430
|
|
(1)
|
For the
nine
-month period ended
September 30, 2014
, balance represents the fair value of the guarantee of certain plugging and abandonment obligations on behalf of Fieldwood as of February 25, 2014, the closing date for the sale of the Gulf Properties.
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
8.75% Senior Secured Notes due 2020
|
$
|
757,813
|
|
|
$
|
1,250,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Senior Unsecured Notes
|
|
|
|
|
|
|
|
||||||||
8.75% Senior Notes due 2020(1)
|
$
|
95,128
|
|
|
$
|
401,149
|
|
|
$
|
303,750
|
|
|
$
|
445,402
|
|
7.5% Senior Notes due 2021(2)
|
$
|
218,605
|
|
|
$
|
996,309
|
|
|
$
|
752,000
|
|
|
$
|
1,178,486
|
|
8.125% Senior Notes due 2022
|
$
|
129,255
|
|
|
$
|
601,187
|
|
|
$
|
472,500
|
|
|
$
|
750,000
|
|
7.5% Senior Notes due 2023(3)
|
$
|
134,846
|
|
|
$
|
622,923
|
|
|
$
|
519,750
|
|
|
$
|
821,548
|
|
Convertible Senior Unsecured Notes
|
|
|
|
|
|
|
|
||||||||
8.125% Convertible Senior Notes due 2022(4)
|
$
|
30,143
|
|
|
$
|
36,406
|
|
|
$
|
—
|
|
|
$
|
—
|
|
7.5% Convertible Senior Notes due 2023(5)
|
$
|
23,599
|
|
|
$
|
29,020
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Carrying value is net of
$3,649
and
$4,598
discount at
September 30, 2015
and
December 31, 2014
, respectively.
|
(2)
|
Carrying value includes a premium of
$2,652
and
$3,486
at
September 30, 2015
and
December 31, 2014
, respectively.
|
(3)
|
Carrying value is net of
$2,436
and
$3,452
discount at
September 30, 2015
and
December 31, 2014
, respectively.
|
(4)
|
Carrying value includes holder conversion feature liabilities with fair value of
$3,113
and is net of
$105,691
discount at
September 30, 2015
.
|
(5)
|
Carrying value includes holder conversion feature liabilities with fair value of
$2,361
and is net of
$87,412
discount at
September 30, 2015
.
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Oil and natural gas properties
|
|
|
|
||||
Proved(1)
|
$
|
12,302,551
|
|
|
$
|
11,707,147
|
|
Unproved
|
260,657
|
|
|
290,596
|
|
||
Total oil and natural gas properties
|
12,563,208
|
|
|
11,997,743
|
|
||
Less accumulated depreciation, depletion and impairment
|
(10,235,369
|
)
|
|
(6,359,149
|
)
|
||
Net oil and natural gas properties capitalized costs
|
2,327,839
|
|
|
5,638,594
|
|
||
Land
|
14,490
|
|
|
16,300
|
|
||
Non-oil and natural gas equipment(2)
|
431,569
|
|
|
602,392
|
|
||
Buildings and structures(3)
|
246,847
|
|
|
263,191
|
|
||
Total
|
692,906
|
|
|
881,883
|
|
||
Less accumulated depreciation and amortization
|
(185,659
|
)
|
|
(305,420
|
)
|
||
Other property, plant and equipment, net
|
507,247
|
|
|
576,463
|
|
||
Total property, plant and equipment, net
|
$
|
2,835,086
|
|
|
$
|
6,215,057
|
|
(1)
|
Includes cumulative capitalized interest of approximately
$47.6 million
and
$38.1 million
at
September 30, 2015
and
December 31, 2014
, respectively.
|
(2)
|
Includes cumulative capitalized interest of approximately
$4.3 million
at both
September 30, 2015
and
December 31, 2014
.
|
(3)
|
Includes cumulative capitalized interest of approximately
$20.3 million
and
$17.1 million
at
September 30, 2015
and
December 31, 2014
, respectively.
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Debt issuance costs, net of amortization
|
$
|
80,566
|
|
|
$
|
56,445
|
|
Deferred tax asset
|
51,126
|
|
|
95,843
|
|
||
Investments
|
10,444
|
|
|
11,106
|
|
||
Other
|
614
|
|
|
1,853
|
|
||
Total other assets
|
$
|
142,750
|
|
|
$
|
165,247
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Senior credit facility
|
$
|
—
|
|
|
$
|
—
|
|
8.75% Senior Secured Notes due 2020
|
1,250,000
|
|
|
—
|
|
||
Senior Unsecured Notes
|
|
|
|
||||
8.75% Senior Notes due 2020, net of $3,649 and $4,598 discount, respectively
|
401,149
|
|
|
445,402
|
|
||
7.5% Senior Notes due 2021, including premium of $2,652 and $3,486, respectively
|
996,309
|
|
|
1,178,486
|
|
||
8.125% Senior Notes due 2022
|
601,187
|
|
|
750,000
|
|
||
7.5% Senior Notes due 2023, net of $2,436 and $3,452 discount, respectively
|
622,923
|
|
|
821,548
|
|
||
Convertible Senior Unsecured Notes
|
|
|
|
||||
8.125% Convertible Senior Notes due 2022, including holder conversion feature liabilities of $3,113, and net of $105,691 discount
|
36,406
|
|
|
—
|
|
||
7.5% Convertible Senior Notes due 2023, including holder conversion feature liabilities of $2,361, and net of $87,412 discount
|
29,020
|
|
|
—
|
|
||
Total debt
|
3,936,994
|
|
|
3,195,436
|
|
||
Less: current maturities of long-term debt
|
—
|
|
|
—
|
|
||
Long-term debt
|
$
|
3,936,994
|
|
|
$
|
3,195,436
|
|
Type of Contract
|
|
Balance Sheet Classification
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Derivative assets
|
|
|
|
|
|
|
||||
Oil price swaps
|
|
Derivative contracts-current
|
|
$
|
69,890
|
|
|
$
|
204,072
|
|
Natural gas price swaps
|
|
Derivative contracts-current
|
|
2,938
|
|
|
29,648
|
|
||
Natural gas basis swaps
|
|
Derivative contracts-current
|
|
—
|
|
|
350
|
|
||
Oil collars - three way
|
|
Derivative contracts-current
|
|
32,873
|
|
|
56,289
|
|
||
Natural gas collars
|
|
Derivative contracts-current
|
|
357
|
|
|
1,055
|
|
||
Oil price swaps
|
|
Derivative contracts-noncurrent
|
|
13,689
|
|
|
36,288
|
|
||
Oil collars - three way
|
|
Derivative contracts-noncurrent
|
|
2,560
|
|
|
10,715
|
|
||
Derivative liabilities
|
|
|
|
|
|
|
||||
Natural gas basis swaps
|
|
Derivative contracts-current
|
|
(3,110
|
)
|
|
—
|
|
||
Long-term debt holder conversion feature
|
|
Long-term debt
|
|
(5,474
|
)
|
|
—
|
|
||
Natural gas basis swaps
|
|
Derivative contracts-noncurrent
|
|
(326
|
)
|
|
—
|
|
||
Total net derivative contracts
|
|
$
|
113,397
|
|
|
$
|
338,417
|
|
|
|
Gross Amounts
|
|
Gross Amounts Offset
|
|
Amounts Net of Offset
|
|
Financial Collateral
|
|
Net Amount
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative contracts - current
|
|
$
|
106,058
|
|
|
$
|
(2,741
|
)
|
|
$
|
103,317
|
|
|
$
|
—
|
|
|
$
|
103,317
|
|
Derivative contracts - noncurrent
|
|
16,249
|
|
|
—
|
|
|
16,249
|
|
|
—
|
|
|
16,249
|
|
|||||
Total
|
|
$
|
122,307
|
|
|
$
|
(2,741
|
)
|
|
$
|
119,566
|
|
|
$
|
—
|
|
|
$
|
119,566
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative contracts - current
|
|
$
|
3,110
|
|
|
$
|
(2,741
|
)
|
|
$
|
369
|
|
|
$
|
(369
|
)
|
|
$
|
—
|
|
Derivative contracts - noncurrent
|
|
326
|
|
|
—
|
|
|
326
|
|
|
(326
|
)
|
|
—
|
|
|||||
Total
|
|
$
|
3,436
|
|
|
$
|
(2,741
|
)
|
|
$
|
695
|
|
|
$
|
(695
|
)
|
|
$
|
—
|
|
|
|
Gross Amounts
|
|
Gross Amounts Offset
|
|
Amounts Net of Offset
|
|
Financial Collateral
|
|
Net Amount
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative contracts - current
|
|
$
|
291,414
|
|
|
$
|
—
|
|
|
$
|
291,414
|
|
|
$
|
—
|
|
|
$
|
291,414
|
|
Derivative contracts - noncurrent
|
|
47,003
|
|
|
—
|
|
|
47,003
|
|
|
—
|
|
|
47,003
|
|
|||||
Total
|
|
$
|
338,417
|
|
|
$
|
—
|
|
|
$
|
338,417
|
|
|
$
|
—
|
|
|
$
|
338,417
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative contracts - current
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative contracts - noncurrent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Notional (MBbls)
|
|
Weighted Average
Fixed Price
|
|||
October 2015 - December 2015
|
555
|
|
|
$
|
94.11
|
|
January 2016 - December 2016
|
1,464
|
|
|
$
|
88.36
|
|
|
Notional (MMcf)
|
|
Weighted Average
Fixed Price
|
|||
October 2015 - December 2015
|
1,840
|
|
|
$
|
4.20
|
|
|
Notional (MMcf)
|
|
Weighted Average
Fixed Price
|
|||
October 2015 - December 2015
|
15,640
|
|
|
$
|
(0.30
|
)
|
January 2016 - December 2016
|
10,980
|
|
|
$
|
(0.38
|
)
|
|
Notional (MBbls)
|
|
Sold Put
|
Purchased Put
|
Sold Call
|
|
October 2015 - December 2015
|
1,564
|
|
|
$78.15
|
$90.03
|
$103.65
|
January 2016 - December 2016
|
2,556
|
|
|
$83.14
|
$90.00
|
$100.85
|
|
Notional (MMcf)
|
|
Collar Range
|
|||
October 2015 - December 2015
|
255
|
|
|
$4.00
|
—
|
$8.55
|
Asset retirement obligations at December 31, 2014
|
$
|
54,402
|
|
Liability incurred upon acquiring and drilling wells
|
967
|
|
|
Liability settled or disposed in current period
|
(571
|
)
|
|
Accretion
|
3,323
|
|
|
Asset retirement obligations at September 30, 2015
|
58,121
|
|
|
Less: current portion
|
—
|
|
|
Asset retirement obligations, net of current
|
$
|
58,121
|
|
•
|
Arthur I. Levine v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on December 19, 2012 in the U.S. District Court for the Western District of Oklahoma
|
•
|
Deborah Depuy v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on January 22, 2013 in the U.S. District Court for the Western District of Oklahoma
|
•
|
Paul Elliot, on Behalf of the Paul Elliot IRA R/O, v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant filed on January 29, 2013 in the U.S. District Court for the Western District of Oklahoma
|
•
|
Dale Hefner v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on January 4, 2013 in the District Court of Oklahoma County, Oklahoma
|
•
|
Rocky Romano v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on January 22, 2013 in the District Court of Oklahoma County, Oklahoma
|
•
|
Joan Brothers v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on February 15, 2013 in the U.S. District Court for the Western District of Oklahoma
|
•
|
Lisa Ezell, Jefferson L. Mangus, and Tyler D. Mangus v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on March 22, 2013 in the U.S. District Court for the Western District of Oklahoma
|
•
|
For the
nine
-month period ended
September 30, 2015
, the Company paid a semi-annual dividend of
$3.50
per share on its
7.0%
convertible perpetual preferred stock by issuing approximately
5.7 million
shares of common stock. In accordance with the terms governing the
7.0%
convertible perpetual preferred stock, for purposes of the dividend payment, the value of each share issued was determined by multiplying (i) the average volume-weighted share price for the
15
trading day period ending April 28, 2015 by (ii)
95%
. Based upon the common stock’s closing price on May 15, 2015, the common stock issued had a market value of approximately
$6.7 million
, or
$2.23
per each of the
3.0 million
shares of 7.0% convertible perpetual preferred stock outstanding, that resulted in a difference between the fixed rate semi-annual dividend and the value of shares issued of approximately
$3.8 million
. This difference was recorded as a reduction to preferred stock dividends in the unaudited condensed consolidated statements of operations for the
three and nine
-month periods ended
September 30, 2015
.
|
•
|
For the three-month period ended
September 30, 2015
, the Company paid a semi-annual dividend of
$4.25
per share on its
8.5%
convertible perpetual preferred stock by issuing approximately
18.6 million
shares of common stock. In accordance with the terms governing the
8.5%
convertible perpetual preferred stock, for purposes of the dividend payment, the value of each share issued was determined by multiplying (i) the average volume-weighted share price for the
15
trading day period ending July 29, 2015 by (ii)
95%
. Based upon the common stock’s closing price on August 17, 2015, the common stock issued had a market value of approximately
$9.5 million
, or
$3.58
per each of the
2.7 million
shares of
8.5%
convertible perpetual preferred stock outstanding, that resulted in a difference between the fixed rate semi-annual dividend and the value of shares issued of approximately
$1.8 million
. This difference was recorded as a reduction to preferred stock dividends in the unaudited condensed consolidated statements of operations for the
three and nine
-month periods ended
September 30, 2015
.
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Number of shares withheld for taxes
|
1,699
|
|
|
1,004
|
|
||
Value of shares withheld for taxes
|
$
|
2,347
|
|
|
$
|
6,281
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Current
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
—
|
|
|
$
|
(1,160
|
)
|
|
$
|
—
|
|
|
$
|
(1,160
|
)
|
State
|
25
|
|
|
96
|
|
|
90
|
|
|
(971
|
)
|
||||
|
25
|
|
|
(1,064
|
)
|
|
90
|
|
|
(2,131
|
)
|
||||
Deferred
|
|
|
|
|
|
|
|
||||||||
Federal
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
State
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total provision
|
25
|
|
|
(1,064
|
)
|
|
90
|
|
|
(2,131
|
)
|
||||
Less: income tax provision attributable to noncontrolling interest
|
19
|
|
|
66
|
|
|
68
|
|
|
236
|
|
||||
Total provision attributable to SandRidge Energy, Inc.
|
$
|
6
|
|
|
$
|
(1,130
|
)
|
|
$
|
22
|
|
|
$
|
(2,367
|
)
|
|
Net (Loss) Income
|
|
Weighted Average Shares
|
|
(Loss) Earnings Per Share
|
|||||
|
(In thousands, except per share amounts)
|
|||||||||
Three Months Ended September 30, 2015
|
|
|
|
|
|
|||||
Basic loss per share
|
$
|
(649,526
|
)
|
|
526,388
|
|
|
$
|
(1.23
|
)
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
Restricted stock and units(1)
|
—
|
|
|
—
|
|
|
|
|||
Convertible preferred stock(2)
|
—
|
|
|
—
|
|
|
|
|||
Convertible senior unsecured notes(3)
|
—
|
|
|
—
|
|
|
|
|||
Diluted loss per share
|
$
|
(649,526
|
)
|
|
526,388
|
|
|
$
|
(1.23
|
)
|
Three Months Ended September 30, 2014
|
|
|
|
|
|
|||||
Basic earnings per share
|
$
|
145,957
|
|
|
485,458
|
|
|
$
|
0.30
|
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
Restricted stock
|
—
|
|
|
320
|
|
|
|
|||
Convertible preferred stock
|
11,381
|
|
|
90,133
|
|
|
|
|||
Diluted earnings per share
|
$
|
157,338
|
|
|
575,911
|
|
|
$
|
0.27
|
|
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|||||
Basic loss per share
|
$
|
(3,070,916
|
)
|
|
500,077
|
|
|
$
|
(6.14
|
)
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
Restricted stock and units(1)
|
—
|
|
|
—
|
|
|
|
|||
Convertible preferred stock(2)
|
—
|
|
|
—
|
|
|
|
|||
Convertible senior unsecured notes(3)
|
—
|
|
|
—
|
|
|
|
|||
Diluted loss per share
|
$
|
(3,070,916
|
)
|
|
500,077
|
|
|
$
|
(6.14
|
)
|
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|||||
Basic loss per share
|
$
|
(51,036
|
)
|
|
485,194
|
|
|
$
|
(0.11
|
)
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
Restricted stock(4)
|
—
|
|
|
—
|
|
|
|
|||
Convertible preferred stock(5)
|
—
|
|
|
—
|
|
|
|
|||
Diluted loss per share
|
$
|
(51,036
|
)
|
|
485,194
|
|
|
$
|
(0.11
|
)
|
(1)
|
No incremental shares of potentially dilutive restricted stock awards or units were included for the
three and nine
-month periods ended
September 30, 2015
as their effect was antidilutive under the treasury stock method.
|
(2)
|
Potential common shares related to the Company’s outstanding
8.5%
and
7.0%
convertible perpetual preferred stock covering
71.7 million
shares for the
three and nine
-month periods ended
September 30, 2015
, were excluded from the computation of loss per share because their effect would have been antidilutive under the if-converted method.
|
(3)
|
Potential common shares related to the Company’s outstanding
8.125%
and
7.5%
Convertible Senior Unsecured Notes covering
43.4 million
and
14.6 million
shares for the
three and nine
-month periods ended
September 30, 2015
, respectively, were excluded from the computation of loss per share because their effect would have been antidilutive under the if-converted method.
|
(4)
|
Restricted stock awards covering
2.8 million
shares for the
nine
-month period ended
September 30, 2014
were excluded from the computation of loss per share because their effect would have been antidilutive.
|
(5)
|
Potential common shares related to the Company’s outstanding
8.5%
,
6.0%
and
7.0%
convertible perpetual preferred stock covering
90.1 million
shares for the
nine
-month period ended
September 30, 2014
, were excluded from the computation of loss per share because their effect would have been antidilutive under the if-converted method.
|
|
Number of
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
|
(In thousands)
|
|
|
|||
Unvested restricted shares outstanding at December 31, 2014
|
8,556
|
|
|
$
|
6.39
|
|
Granted
|
2,928
|
|
|
$
|
0.88
|
|
Vested
|
(4,887
|
)
|
|
$
|
4.95
|
|
Forfeited / Canceled
|
(620
|
)
|
|
$
|
6.39
|
|
Unvested restricted shares outstanding at September 30, 2015
|
5,977
|
|
|
$
|
4.87
|
|
|
Number of
Units
|
|
Fair Value per Unit at September 30, 2015
|
|||
|
(In thousands)
|
|
|
|||
Unvested units outstanding at December 31, 2014
|
—
|
|
|
|
||
Granted
|
11,095
|
|
|
|
||
Vested(1)
|
(873
|
)
|
|
|
||
Forfeited / Canceled
|
(646
|
)
|
|
|
||
Unvested units outstanding at September 30, 2015
|
9,576
|
|
|
$
|
0.27
|
|
|
Number of Units
|
|
Fair Value per Unit at September 30, 2015
|
|||||||
|
(In thousands)
|
|
|
|
|
|||||
Unvested units outstanding at December 31, 2014
|
—
|
|
|
|
|
|
||||
Granted
|
3,104
|
|
|
|
|
|
||||
Vested
|
—
|
|
|
|
|
|
||||
Forfeited / Canceled
|
(122
|
)
|
|
|
|
|
||||
Unvested units outstanding at September 30, 2015
|
2,982
|
|
|
$
|
0.08
|
|
–
|
$
|
0.23
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||
Expected price volatility range
|
30.7
|
%
|
-
|
148.5
|
%
|
|
26.6
|
%
|
-
|
86.6
|
%
|
||
Weighted-average risk-free interest rate
|
|
|
0.2
|
%
|
|
|
|
0.5
|
%
|
||||
Weighted-average fair value per unit
|
|
|
$
|
0.17
|
|
|
|
|
$
|
13.85
|
|
|
Number of Performance Units
|
|
|
(In thousands)
|
|
Outstanding at December 31, 2014
|
66
|
|
Granted
|
—
|
|
Forfeited /canceled
|
—
|
|
Outstanding at September 30, 2015
|
66
|
|
|
|
|
Performance period ending December 31, 2015
|
|
|
Vested
|
22
|
|
Unvested
|
6
|
|
Performance period ending December 31, 2016
|
|
|
Vested
|
15
|
|
Unvested
|
23
|
|
|
September 30, 2015
|
|||||
Expected price volatility range
|
29.8
|
%
|
-
|
116.9
|
%
|
|
Weighted-average risk-free interest rate
|
|
|
0.7
|
%
|
||
Weighted-average fair value per unit
|
|
|
$
|
0.08
|
|
|
Number of Performance
Share Units
|
|
|
(In thousands)
|
|
Outstanding at December 31, 2014
|
—
|
|
Granted
|
2,044
|
|
Forfeited /canceled
|
(151
|
)
|
Outstanding at September 30, 2015
|
1,893
|
|
|
|
|
Performance period ending December 31, 2017
|
|
|
Vested
|
96
|
|
Unvested
|
1,797
|
|
|
Exploration and Production(1)
|
|
Drilling and Oil Field Services(2)
|
|
Midstream Services
|
|
All Other (3)
|
|
Consolidated Total
|
||||||||||
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
165,134
|
|
|
$
|
14,754
|
|
|
$
|
20,812
|
|
|
$
|
1,608
|
|
|
$
|
202,308
|
|
Inter-segment revenue
|
—
|
|
|
(10,182
|
)
|
|
(11,974
|
)
|
|
—
|
|
|
(22,156
|
)
|
|||||
Total revenues
|
$
|
165,134
|
|
|
$
|
4,572
|
|
|
$
|
8,838
|
|
|
$
|
1,608
|
|
|
$
|
180,152
|
|
Loss fr
om operations
|
$
|
(988,903
|
)
|
|
$
|
(27,723
|
)
|
|
$
|
(2,090
|
)
|
|
$
|
(41,017
|
)
|
|
$
|
(1,059,733
|
)
|
Interest expense
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(76,997
|
)
|
|
(77,000
|
)
|
|||||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
340,699
|
|
|
340,699
|
|
|||||
Other (expense) income, net
|
(109
|
)
|
|
3
|
|
|
20
|
|
|
(340
|
)
|
|
(426
|
)
|
|||||
(Loss) income before income taxes
|
$
|
(989,015
|
)
|
|
$
|
(27,720
|
)
|
|
$
|
(2,070
|
)
|
|
$
|
222,345
|
|
|
$
|
(796,460
|
)
|
Capital expenditures(4)
|
$
|
106,013
|
|
|
$
|
259
|
|
|
$
|
3,719
|
|
|
$
|
3,306
|
|
|
$
|
113,297
|
|
Depreciation, depletion, amortization and accretion
|
$
|
67,652
|
|
|
$
|
3,966
|
|
|
$
|
2,984
|
|
|
$
|
4,410
|
|
|
$
|
79,012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
359,613
|
|
|
$
|
51,082
|
|
|
$
|
31,132
|
|
|
$
|
1,224
|
|
|
$
|
443,051
|
|
Inter-segment revenue
|
—
|
|
|
(29,734
|
)
|
|
(19,210
|
)
|
|
—
|
|
|
(48,944
|
)
|
|||||
Total revenues
|
$
|
359,613
|
|
|
$
|
21,348
|
|
|
$
|
11,922
|
|
|
$
|
1,224
|
|
|
$
|
394,107
|
|
Income (loss) from operations
|
$
|
275,191
|
|
|
$
|
(1,155
|
)
|
|
$
|
(3,218
|
)
|
|
$
|
(14,327
|
)
|
|
$
|
256,491
|
|
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,783
|
)
|
|
(59,783
|
)
|
|||||
Other (expense) income, net
|
(38
|
)
|
|
(89
|
)
|
|
5
|
|
|
(151
|
)
|
|
(273
|
)
|
|||||
Income (loss) before income taxes
|
$
|
275,153
|
|
|
$
|
(1,244
|
)
|
|
$
|
(3,213
|
)
|
|
$
|
(74,261
|
)
|
|
$
|
196,435
|
|
Capital expenditures(4)
|
$
|
435,758
|
|
|
$
|
3,603
|
|
|
$
|
14,045
|
|
|
$
|
14,422
|
|
|
$
|
467,828
|
|
Depreciation, depletion, amortization and accretion
|
$
|
113,711
|
|
|
$
|
6,884
|
|
|
$
|
2,530
|
|
|
$
|
4,977
|
|
|
$
|
128,102
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
575,411
|
|
|
$
|
56,545
|
|
|
$
|
63,123
|
|
|
$
|
3,802
|
|
|
$
|
698,881
|
|
Inter-segment revenue
|
(12
|
)
|
|
(36,887
|
)
|
|
(36,915
|
)
|
|
—
|
|
|
(73,814
|
)
|
|||||
Total revenues
|
$
|
575,399
|
|
|
$
|
19,658
|
|
|
$
|
26,208
|
|
|
$
|
3,802
|
|
|
$
|
625,067
|
|
Loss from operations
|
$
|
(3,554,661
|
)
|
|
$
|
(39,248
|
)
|
|
$
|
(9,118
|
)
|
|
$
|
(80,245
|
)
|
|
$
|
(3,683,272
|
)
|
Interest expense, net
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(213,527
|
)
|
|
(213,569
|
)
|
|||||
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
358,633
|
|
|
358,633
|
|
|||||
Other income, net
|
1,067
|
|
|
3
|
|
|
33
|
|
|
105
|
|
|
1,208
|
|
|||||
(Loss) income before income taxes
|
$
|
(3,553,636
|
)
|
|
$
|
(39,245
|
)
|
|
$
|
(9,085
|
)
|
|
$
|
64,966
|
|
|
$
|
(3,537,000
|
)
|
Capital expenditures(4)
|
$
|
559,515
|
|
|
$
|
2,732
|
|
|
$
|
20,400
|
|
|
$
|
18,405
|
|
|
$
|
601,052
|
|
Depreciation, depletion, amortization and accretion
|
$
|
270,292
|
|
|
$
|
14,726
|
|
|
$
|
8,457
|
|
|
$
|
13,988
|
|
|
$
|
307,463
|
|
At September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
2,635,656
|
|
|
$
|
60,740
|
|
|
$
|
217,784
|
|
|
$
|
1,188,902
|
|
|
$
|
4,103,082
|
|
|
Exploration and Production(1)
|
|
Drilling and Oil Field Services(2)
|
|
Midstream Services
|
|
All Other (3)
|
|
Consolidated Total
|
||||||||||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
1,106,883
|
|
|
$
|
150,054
|
|
|
$
|
115,846
|
|
|
$
|
3,299
|
|
|
$
|
1,376,082
|
|
Inter-segment revenue
|
(26
|
)
|
|
(92,774
|
)
|
|
(71,405
|
)
|
|
—
|
|
|
(164,205
|
)
|
|||||
Total revenues
|
$
|
1,106,857
|
|
|
$
|
57,280
|
|
|
$
|
44,441
|
|
|
$
|
3,299
|
|
|
$
|
1,211,877
|
|
Income (loss) from operations
|
$
|
288,497
|
|
|
$
|
(6,605
|
)
|
|
$
|
(6,973
|
)
|
|
$
|
(58,679
|
)
|
|
$
|
216,240
|
|
Interest income (expense), net
|
138
|
|
|
—
|
|
|
—
|
|
|
(183,827
|
)
|
|
(183,689
|
)
|
|||||
Other (expense) income, net
|
(272
|
)
|
|
(561
|
)
|
|
5
|
|
|
3,987
|
|
|
3,159
|
|
|||||
Income (loss) before income taxes
|
$
|
288,363
|
|
|
$
|
(7,166
|
)
|
|
$
|
(6,968
|
)
|
|
$
|
(238,519
|
)
|
|
$
|
35,710
|
|
Capital expenditures(4)
|
$
|
1,056,568
|
|
|
$
|
10,877
|
|
|
$
|
25,810
|
|
|
$
|
27,282
|
|
|
$
|
1,120,537
|
|
Depreciation, depletion, amortization and accretion
|
$
|
333,109
|
|
|
$
|
22,256
|
|
|
$
|
7,480
|
|
|
$
|
15,453
|
|
|
$
|
378,298
|
|
At December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
6,273,802
|
|
|
$
|
115,083
|
|
|
$
|
219,691
|
|
|
$
|
650,649
|
|
|
$
|
7,259,225
|
|
(1)
|
(Loss) income from operations includes full cost ceiling limitation impairments of
$1.0 billion
and
$3.6 billion
for the
three and nine
-month periods ended
September 30, 2015
, respectively, and
$164.8 million
for the
nine
-month period ended
September 30, 2014
.
|
(2)
|
(Loss) income from operations includes an impairment of
$19.8 million
on certain drilling assets for the
three and nine
-month periods ended
September 30, 2015
and
$3.1 million
for certain drilling assets held for sale for the
nine
-month period ended
September 30, 2014
.
|
(3)
|
(Loss) income from operations for the
three and nine
-month periods ended
September 30, 2015
includes an impairment of
$15.4 million
on property located in downtown Oklahoma City, Oklahoma. See Note
5
.
|
(4)
|
On an accrual basis and exclusive of acquisitions.
|
|
September 30, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
781,544
|
|
|
$
|
895
|
|
|
$
|
7,703
|
|
|
$
|
—
|
|
|
$
|
790,142
|
|
Accounts receivable, net
|
7
|
|
|
191,538
|
|
|
6,867
|
|
|
(207
|
)
|
|
198,205
|
|
|||||
Intercompany accounts receivable
|
1,021,591
|
|
|
1,345,932
|
|
|
31,568
|
|
|
(2,399,091
|
)
|
|
—
|
|
|||||
Derivative contracts
|
—
|
|
|
103,317
|
|
|
9,918
|
|
|
(9,918
|
)
|
|
103,317
|
|
|||||
Prepaid expenses
|
—
|
|
|
11,300
|
|
|
8
|
|
|
—
|
|
|
11,308
|
|
|||||
Other current assets
|
—
|
|
|
6,025
|
|
|
—
|
|
|
—
|
|
|
6,025
|
|
|||||
Total current assets
|
1,803,142
|
|
|
1,659,007
|
|
|
56,064
|
|
|
(2,409,216
|
)
|
|
1,108,997
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
2,525,988
|
|
|
309,098
|
|
|
—
|
|
|
2,835,086
|
|
|||||
Investment in subsidiaries
|
3,474,974
|
|
|
7,613
|
|
|
—
|
|
|
(3,482,587
|
)
|
|
—
|
|
|||||
Derivative contracts
|
—
|
|
|
16,249
|
|
|
—
|
|
|
—
|
|
|
16,249
|
|
|||||
Other assets
|
131,692
|
|
|
16,346
|
|
|
614
|
|
|
(5,902
|
)
|
|
142,750
|
|
|||||
Total assets
|
$
|
5,409,808
|
|
|
$
|
4,225,203
|
|
|
$
|
365,776
|
|
|
$
|
(5,897,705
|
)
|
|
$
|
4,103,082
|
|
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
148,572
|
|
|
$
|
294,116
|
|
|
$
|
2,564
|
|
|
$
|
(207
|
)
|
|
$
|
445,045
|
|
Intercompany accounts payable
|
1,348,078
|
|
|
1,016,830
|
|
|
34,183
|
|
|
(2,399,091
|
)
|
|
—
|
|
|||||
Derivative contracts
|
—
|
|
|
10,287
|
|
|
—
|
|
|
(9,918
|
)
|
|
369
|
|
|||||
Deferred tax liability
|
51,126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,126
|
|
|||||
Total current liabilities
|
1,547,776
|
|
|
1,321,233
|
|
|
36,747
|
|
|
(2,409,216
|
)
|
|
496,540
|
|
|||||
Investment in subsidiaries
|
985,780
|
|
|
342,035
|
|
|
—
|
|
|
(1,327,815
|
)
|
|
—
|
|
|||||
Long-term debt
|
3,942,896
|
|
|
—
|
|
|
—
|
|
|
(5,902
|
)
|
|
3,936,994
|
|
|||||
Derivative contracts
|
—
|
|
|
326
|
|
|
—
|
|
|
—
|
|
|
326
|
|
|||||
Asset retirement obligations
|
—
|
|
|
58,121
|
|
|
—
|
|
|
—
|
|
|
58,121
|
|
|||||
Other long-term obligations
|
77
|
|
|
14,294
|
|
|
—
|
|
|
—
|
|
|
14,371
|
|
|||||
Total liabilities
|
6,476,529
|
|
|
1,736,009
|
|
|
36,747
|
|
|
(3,742,933
|
)
|
|
4,506,352
|
|
|||||
Stockholders’ (Deficit) Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
SandRidge Energy, Inc. stockholders’ (deficit) equity
|
(1,066,721
|
)
|
|
2,489,194
|
|
|
329,029
|
|
|
(2,818,223
|
)
|
|
(1,066,721
|
)
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
663,451
|
|
|
663,451
|
|
|||||
Total stockholders’ (deficit) equity
|
(1,066,721
|
)
|
|
2,489,194
|
|
|
329,029
|
|
|
(2,154,772
|
)
|
|
(403,270
|
)
|
|||||
Total liabilities and stockholders’ (deficit) equity
|
$
|
5,409,808
|
|
|
$
|
4,225,203
|
|
|
$
|
365,776
|
|
|
$
|
(5,897,705
|
)
|
|
$
|
4,103,082
|
|
|
December 31, 2014
|
||||||||||||||||||
|
Parent(1)
|
|
Guarantors(1)(2)
|
|
Non-Guarantors(3)
|
|
Eliminations(2)(3)
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
170,468
|
|
|
$
|
1,398
|
|
|
$
|
9,387
|
|
|
$
|
—
|
|
|
$
|
181,253
|
|
Accounts receivable, net
|
7
|
|
|
299,764
|
|
|
30,313
|
|
|
(7
|
)
|
|
330,077
|
|
|||||
Intercompany accounts receivable
|
751,376
|
|
|
1,339,152
|
|
|
41,679
|
|
|
(2,132,207
|
)
|
|
—
|
|
|||||
Derivative contracts
|
—
|
|
|
284,825
|
|
|
45,043
|
|
|
(38,454
|
)
|
|
291,414
|
|
|||||
Prepaid expenses
|
—
|
|
|
7,971
|
|
|
10
|
|
|
—
|
|
|
7,981
|
|
|||||
Other current assets
|
—
|
|
|
21,193
|
|
|
—
|
|
|
—
|
|
|
21,193
|
|
|||||
Total current assets
|
921,851
|
|
|
1,954,303
|
|
|
126,432
|
|
|
(2,170,668
|
)
|
|
831,918
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
5,137,702
|
|
|
1,077,355
|
|
|
—
|
|
|
6,215,057
|
|
|||||
Investment in subsidiaries
|
6,606,198
|
|
|
25,944
|
|
|
—
|
|
|
(6,632,142
|
)
|
|
—
|
|
|||||
Derivative contracts
|
—
|
|
|
47,003
|
|
|
—
|
|
|
—
|
|
|
47,003
|
|
|||||
Other assets
|
152,286
|
|
|
18,197
|
|
|
666
|
|
|
(5,902
|
)
|
|
165,247
|
|
|||||
Total assets
|
$
|
7,680,335
|
|
|
$
|
7,183,149
|
|
|
$
|
1,204,453
|
|
|
$
|
(8,808,712
|
)
|
|
$
|
7,259,225
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
151,825
|
|
|
$
|
526,941
|
|
|
$
|
4,633
|
|
|
$
|
(7
|
)
|
|
$
|
683,392
|
|
Intercompany accounts payable
|
1,365,210
|
|
|
731,103
|
|
|
35,894
|
|
|
(2,132,207
|
)
|
|
—
|
|
|||||
Derivative contracts
|
—
|
|
|
38,454
|
|
|
—
|
|
|
(38,454
|
)
|
|
—
|
|
|||||
Deferred tax liability
|
95,843
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
95,843
|
|
|||||
Other current liabilities
|
—
|
|
|
5,216
|
|
|
—
|
|
|
—
|
|
|
5,216
|
|
|||||
Total current liabilities
|
1,612,878
|
|
|
1,301,714
|
|
|
40,527
|
|
|
(2,170,668
|
)
|
|
784,451
|
|
|||||
Investment in subsidiaries
|
928,217
|
|
|
134,013
|
|
|
—
|
|
|
(1,062,230
|
)
|
|
—
|
|
|||||
Long-term debt
|
3,201,338
|
|
|
—
|
|
|
—
|
|
|
(5,902
|
)
|
|
3,195,436
|
|
|||||
Asset retirement obligations
|
—
|
|
|
54,402
|
|
|
—
|
|
|
—
|
|
|
54,402
|
|
|||||
Other long-term obligations
|
77
|
|
|
15,039
|
|
|
—
|
|
|
—
|
|
|
15,116
|
|
|||||
Total liabilities
|
5,742,510
|
|
|
1,505,168
|
|
|
40,527
|
|
|
(3,238,800
|
)
|
|
4,049,405
|
|
|||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
SandRidge Energy, Inc. stockholders’ equity
|
1,937,825
|
|
|
5,677,981
|
|
|
1,163,926
|
|
|
(6,841,907
|
)
|
|
1,937,825
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
1,271,995
|
|
|
1,271,995
|
|
|||||
Total equity
|
1,937,825
|
|
|
5,677,981
|
|
|
1,163,926
|
|
|
(5,569,912
|
)
|
|
3,209,820
|
|
|||||
Total liabilities and equity
|
$
|
7,680,335
|
|
|
$
|
7,183,149
|
|
|
$
|
1,204,453
|
|
|
$
|
(8,808,712
|
)
|
|
$
|
7,259,225
|
|
(1)
|
Parent accounts payable and accrued expenses have decreased and intercompany accounts payable have increased by approximately
$49.5 million
for amounts previously misclassified. Guarantor accounts payable and accrued expenses have increased and intercompany accounts payable have decreased by a corresponding amount.
|
(2)
|
Amounts presented as property, plant and equipment have been revised to include approximately
$150.4 million
previously misclassified as investment in subsidiary.
|
(3)
|
Amounts previously misclassified as property, plant and equipment and SandRidge Energy, Inc. stockholders’ equity totaling approximately
$150.4 million
are now presented as Guarantor property, plant and equipment.
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
159,502
|
|
|
$
|
20,650
|
|
|
$
|
—
|
|
|
$
|
180,152
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct operating expenses
|
—
|
|
|
84,577
|
|
|
2,915
|
|
|
—
|
|
|
87,492
|
|
|||||
General and administrative
|
48
|
|
|
33,253
|
|
|
932
|
|
|
—
|
|
|
34,233
|
|
|||||
Depreciation, depletion, amortization and accretion
|
—
|
|
|
72,384
|
|
|
6,628
|
|
|
—
|
|
|
79,012
|
|
|||||
Impairment
|
—
|
|
|
838,331
|
|
|
236,257
|
|
|
—
|
|
|
1,074,588
|
|
|||||
Gain on derivative contracts
|
—
|
|
|
(36,761
|
)
|
|
(5,450
|
)
|
|
—
|
|
|
(42,211
|
)
|
|||||
Loss on sale of assets
|
—
|
|
|
6,771
|
|
|
—
|
|
|
—
|
|
|
6,771
|
|
|||||
Total expenses
|
48
|
|
|
998,555
|
|
|
241,282
|
|
|
—
|
|
|
1,239,885
|
|
|||||
Loss from operations
|
(48
|
)
|
|
(839,053
|
)
|
|
(220,632
|
)
|
|
—
|
|
|
(1,059,733
|
)
|
|||||
Equity earnings from subsidiaries
|
(904,065
|
)
|
|
(64,546
|
)
|
|
—
|
|
|
968,611
|
|
|
—
|
|
|||||
Interest expense
|
(76,998
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(77,000
|
)
|
|||||
Gain on extinguishment of debt
|
340,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
340,699
|
|
|||||
Other (expense) income, net
|
—
|
|
|
(464
|
)
|
|
38
|
|
|
—
|
|
|
(426
|
)
|
|||||
Loss before income taxes
|
(640,412
|
)
|
|
(904,065
|
)
|
|
(220,594
|
)
|
|
968,611
|
|
|
(796,460
|
)
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
25
|
|
|||||
Net loss
|
(640,412
|
)
|
|
(904,065
|
)
|
|
(220,619
|
)
|
|
968,611
|
|
|
(796,485
|
)
|
|||||
Less: net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(156,073
|
)
|
|
(156,073
|
)
|
|||||
Net loss attributable to SandRidge Energy, Inc.
|
$
|
(640,412
|
)
|
|
$
|
(904,065
|
)
|
|
$
|
(220,619
|
)
|
|
$
|
1,124,684
|
|
|
$
|
(640,412
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Three Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
340,563
|
|
|
$
|
53,544
|
|
|
$
|
—
|
|
|
$
|
394,107
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct operating expenses
|
—
|
|
|
113,774
|
|
|
3,672
|
|
|
—
|
|
|
117,446
|
|
|||||
General and administrative
|
57
|
|
|
23,764
|
|
|
768
|
|
|
—
|
|
|
24,589
|
|
|||||
Depreciation, depletion, amortization and accretion
|
—
|
|
|
113,649
|
|
|
14,453
|
|
|
—
|
|
|
128,102
|
|
|||||
Impairment
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||
Gain on derivative contracts
|
—
|
|
|
(110,355
|
)
|
|
(22,220
|
)
|
|
—
|
|
|
(132,575
|
)
|
|||||
Total expenses
|
57
|
|
|
140,886
|
|
|
(3,327
|
)
|
|
—
|
|
|
137,616
|
|
|||||
(Loss) income from operations
|
(57
|
)
|
|
199,677
|
|
|
56,871
|
|
|
—
|
|
|
256,491
|
|
|||||
Equity earnings from subsidiaries
|
216,026
|
|
|
16,622
|
|
|
—
|
|
|
(232,648
|
)
|
|
—
|
|
|||||
Interest expense
|
(59,783
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,783
|
)
|
|||||
Other expense, net
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|||||
Income before income taxes
|
156,186
|
|
|
216,026
|
|
|
56,871
|
|
|
(232,648
|
)
|
|
196,435
|
|
|||||
Income tax (benefit) expense
|
(1,152
|
)
|
|
—
|
|
|
88
|
|
|
—
|
|
|
(1,064
|
)
|
|||||
Net income
|
157,338
|
|
|
216,026
|
|
|
56,783
|
|
|
(232,648
|
)
|
|
197,499
|
|
|||||
Less: net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
40,161
|
|
|
40,161
|
|
|||||
Net income attributable to SandRidge Energy, Inc.
|
$
|
157,338
|
|
|
$
|
216,026
|
|
|
$
|
56,783
|
|
|
$
|
(272,809
|
)
|
|
$
|
157,338
|
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
555,613
|
|
|
$
|
69,462
|
|
|
$
|
(8
|
)
|
|
$
|
625,067
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct operating expenses
|
—
|
|
|
292,526
|
|
|
8,686
|
|
|
(8
|
)
|
|
301,204
|
|
|||||
General and administrative
|
165
|
|
|
105,850
|
|
|
2,749
|
|
|
—
|
|
|
108,764
|
|
|||||
Depreciation, depletion, amortization and accretion
|
—
|
|
|
280,653
|
|
|
26,810
|
|
|
—
|
|
|
307,463
|
|
|||||
Impairment
|
—
|
|
|
2,906,400
|
|
|
741,445
|
|
|
—
|
|
|
3,647,845
|
|
|||||
Gain on derivative contracts
|
—
|
|
|
(51,802
|
)
|
|
(7,232
|
)
|
|
—
|
|
|
(59,034
|
)
|
|||||
Loss (gain) on sale of assets
|
—
|
|
|
2,101
|
|
|
(4
|
)
|
|
—
|
|
|
2,097
|
|
|||||
Total expenses
|
165
|
|
|
3,535,728
|
|
|
772,454
|
|
|
(8
|
)
|
|
4,308,339
|
|
|||||
Loss from operations
|
(165
|
)
|
|
(2,980,115
|
)
|
|
(702,992
|
)
|
|
—
|
|
|
(3,683,272
|
)
|
|||||
Equity earnings from subsidiaries
|
(3,188,788
|
)
|
|
(209,713
|
)
|
|
—
|
|
|
3,398,501
|
|
|
—
|
|
|||||
Interest expense
|
(213,527
|
)
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(213,569
|
)
|
|||||
Gain on extinguishment of debt
|
358,633
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
358,633
|
|
|||||
Other income, net
|
—
|
|
|
1,082
|
|
|
126
|
|
|
—
|
|
|
1,208
|
|
|||||
Loss before income taxes
|
(3,043,847
|
)
|
|
(3,188,788
|
)
|
|
(702,866
|
)
|
|
3,398,501
|
|
|
(3,537,000
|
)
|
|||||
Income tax expense
|
—
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
90
|
|
|||||
Net loss
|
(3,043,847
|
)
|
|
(3,188,788
|
)
|
|
(702,956
|
)
|
|
3,398,501
|
|
|
(3,537,090
|
)
|
|||||
Less: net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(493,243
|
)
|
|
(493,243
|
)
|
|||||
Net loss attributable to SandRidge Energy, Inc.
|
$
|
(3,043,847
|
)
|
|
$
|
(3,188,788
|
)
|
|
$
|
(702,956
|
)
|
|
$
|
3,891,744
|
|
|
$
|
(3,043,847
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
—
|
|
|
$
|
1,034,133
|
|
|
$
|
177,843
|
|
|
$
|
(99
|
)
|
|
$
|
1,211,877
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct operating expenses
|
—
|
|
|
345,809
|
|
|
13,413
|
|
|
(99
|
)
|
|
359,123
|
|
|||||
General and administrative
|
277
|
|
|
91,190
|
|
|
3,575
|
|
|
—
|
|
|
95,042
|
|
|||||
Depreciation, depletion, amortization and accretion
|
—
|
|
|
333,463
|
|
|
44,835
|
|
|
—
|
|
|
378,298
|
|
|||||
Impairment
|
—
|
|
|
125,653
|
|
|
42,313
|
|
|
—
|
|
|
167,966
|
|
|||||
(Gain) loss on derivative contracts
|
—
|
|
|
(8,744
|
)
|
|
3,952
|
|
|
—
|
|
|
(4,792
|
)
|
|||||
Total expenses
|
277
|
|
|
887,371
|
|
|
108,088
|
|
|
(99
|
)
|
|
995,637
|
|
|||||
(Loss) income from operations
|
(277
|
)
|
|
146,762
|
|
|
69,755
|
|
|
—
|
|
|
216,240
|
|
|||||
Equity earnings from subsidiaries
|
169,766
|
|
|
19,707
|
|
|
—
|
|
|
(189,473
|
)
|
|
—
|
|
|||||
Interest (expense) income
|
(183,827
|
)
|
|
138
|
|
|
—
|
|
|
—
|
|
|
(183,689
|
)
|
|||||
Other income, net
|
—
|
|
|
3,159
|
|
|
—
|
|
|
—
|
|
|
3,159
|
|
|||||
(Loss) income before income taxes
|
(14,338
|
)
|
|
169,766
|
|
|
69,755
|
|
|
(189,473
|
)
|
|
35,710
|
|
|||||
Income tax (benefit) expense
|
(2,446
|
)
|
|
—
|
|
|
315
|
|
|
—
|
|
|
(2,131
|
)
|
|||||
Net (loss) income
|
(11,892
|
)
|
|
169,766
|
|
|
69,440
|
|
|
(189,473
|
)
|
|
37,841
|
|
|||||
Less: net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
49,733
|
|
|
49,733
|
|
|||||
Net (loss) income attributable to SandRidge Energy, Inc.
|
$
|
(11,892
|
)
|
|
$
|
169,766
|
|
|
$
|
69,440
|
|
|
$
|
(239,206
|
)
|
|
$
|
(11,892
|
)
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(211,762
|
)
|
|
$
|
441,661
|
|
|
$
|
90,579
|
|
|
$
|
40,408
|
|
|
$
|
360,886
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures for property, plant, and equipment
|
—
|
|
|
(761,905
|
)
|
|
—
|
|
|
—
|
|
|
(761,905
|
)
|
|||||
Other
|
—
|
|
|
46,841
|
|
|
6
|
|
|
(14,691
|
)
|
|
32,156
|
|
|||||
Net cash (used in) provided by
investing activities
|
—
|
|
|
(715,064
|
)
|
|
6
|
|
|
(14,691
|
)
|
|
(729,749
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from borrowings
|
2,190,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,190,000
|
|
|||||
Repayments of borrowings
|
(1,034,466
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,034,466
|
)
|
|||||
Distributions to unitholders
|
—
|
|
|
—
|
|
|
(131,941
|
)
|
|
16,640
|
|
|
(115,301
|
)
|
|||||
Intercompany (advances) borrowings, net
|
(270,215
|
)
|
|
272,900
|
|
|
(2,685
|
)
|
|
—
|
|
|
—
|
|
|||||
Other
|
(62,481
|
)
|
|
—
|
|
|
42,357
|
|
|
(42,357
|
)
|
|
(62,481
|
)
|
|||||
Net cash provided by (used in) financing activities
|
822,838
|
|
|
272,900
|
|
|
(92,269
|
)
|
|
(25,717
|
)
|
|
977,752
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
611,076
|
|
|
(503
|
)
|
|
(1,684
|
)
|
|
—
|
|
|
608,889
|
|
|||||
Cash and cash equivalents at beginning of year
|
170,468
|
|
|
1,398
|
|
|
9,387
|
|
|
—
|
|
|
181,253
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
781,544
|
|
|
$
|
895
|
|
|
$
|
7,703
|
|
|
$
|
—
|
|
|
$
|
790,142
|
|
|
Parent(1)
|
|
Guarantors(1)(2)
|
|
Non-Guarantors
|
|
Eliminations(2)
|
|
Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Nine Months Ended September 30, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(209,086
|
)
|
|
$
|
432,460
|
|
|
$
|
178,603
|
|
|
$
|
(6,293
|
)
|
|
$
|
395,684
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures for property, plant, and equipment
|
—
|
|
|
(1,071,465
|
)
|
|
—
|
|
|
—
|
|
|
(1,071,465
|
)
|
|||||
Proceeds from sale of assets
|
—
|
|
|
711,547
|
|
|
2,747
|
|
|
—
|
|
|
714,294
|
|
|||||
Other
|
—
|
|
|
4,166
|
|
|
1,061
|
|
|
(22,147
|
)
|
|
(16,920
|
)
|
|||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(355,752
|
)
|
|
3,808
|
|
|
(22,147
|
)
|
|
(374,091
|
)
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Distributions to unitholders
|
—
|
|
|
—
|
|
|
(184,176
|
)
|
|
33,736
|
|
|
(150,440
|
)
|
|||||
Intercompany borrowings (advances), net
|
55,110
|
|
|
(55,224
|
)
|
|
114
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
(70,832
|
)
|
|
(20,701
|
)
|
|
1,259
|
|
|
(5,296
|
)
|
|
(95,570
|
)
|
|||||
Net cash used in financing activities
|
(15,722
|
)
|
|
(75,925
|
)
|
|
(182,803
|
)
|
|
28,440
|
|
|
(246,010
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
(224,808
|
)
|
|
783
|
|
|
(392
|
)
|
|
—
|
|
|
(224,417
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
805,505
|
|
|
1,013
|
|
|
8,145
|
|
|
—
|
|
|
814,663
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
580,697
|
|
|
$
|
1,796
|
|
|
$
|
7,753
|
|
|
$
|
—
|
|
|
$
|
590,246
|
|
(1)
|
Net cash (used in) provided by operating activities for the Parent has decreased to correctly exclude
$382.7 million
in intercompany transactions, with a corresponding increase for Guarantors for this same line item. In addition, Intercompany borrowings (advances), net for the Parent has increased to correctly include approximately
$382.7 million
of intercompany transactions, with a corresponding decrease for Guarantors for the same line item. The corrections did not result in any changes to consolidated net cash provided by operating activities or net cash used in financing activities.
|
(2)
|
Other investing activities for the Guarantor has increased to correctly exclude
$150.4 million
in noncontrolling interest distributions, with a corresponding decrease for Eliminations for this same line item. In addition, other financing activities for the Guarantor, has decreased to correctly exclude
$150.4 million
of noncontrolling interest distributions, with a corresponding increase for Eliminations for the same line item. The corrections did not result in any changes to consolidated net cash (used in) provided by investing activities or net cash used in financing activities.
|
Royalty Trust
|
|
Total Distribution
|
|
Amount Distributed to Third-Party Unitholders
|
||||
Mississippian Trust I
|
|
$
|
8,528
|
|
|
$
|
6,236
|
|
Permian Trust
|
|
9,844
|
|
|
9,844
|
|
||
Mississippian Trust II
|
|
8,317
|
|
|
6,924
|
|
||
Total
|
|
$
|
26,689
|
|
|
$
|
23,004
|
|
•
|
Overview;
|
•
|
Results by Segment;
|
•
|
Consolidated Results of Operations;
|
•
|
Liquidity and Capital Resources;
|
•
|
Critical Accounting Policies and Estimates; and
|
•
|
Valuation Allowance.
|
|
Nine Months Ended September 30, 2014 (1)
|
||
Production (MBoe)
|
1,321
|
|
|
Revenues (in thousands)
|
$
|
90,920
|
|
Expenses (in thousands)
|
$
|
63,674
|
|
•
|
Total production for the three-month period ended September 30, 2015 was comprised of approximately 30.8% oil, 52.3% natural gas and
16.9%
NGLs compared to
36.0%
oil,
48.9%
natural gas and
15.1%
NGLs in the same period of 2014. Total production for the
nine
-month period ended
September 30, 2015
was comprised of approximately
32.6%
oil,
50.8%
natural gas and
16.6%
NGLs compared to
38.1%
oil,
49.9%
natural gas and
12.0%
NGLs in the same period of 2014.
|
•
|
Mid-Continent properties contributed approximately
6.5
MMBoe, or
88.4%
, and
20.7
MMBoe, or
88.7%
of the Company’s total production, for the
three and nine
-month periods ended
September 30, 2015
, respectively, compared to approximately
6.3
MMBoe, or
85.8%
, and
16.3
MMBoe, or
78.2%
for the
three and nine
-month periods ended
September 30, 2014
.
|
•
|
Reduced the total rigs drilling to four (no rigs drilling disposal wells) at
September 30, 2015
from 35 (including four drilling disposal wells) at December 31, 2014, and 37 (including one drilling disposal wells) at
September 30, 2014
.
|
•
|
Drilled 20 and 145 wells, respectively, excluding salt water disposal wells, in the Mid-Continent area during the
three and nine
-month periods ended
September 30, 2015
.
|
•
|
Discontinued drilling and oil field services operations in the Permian area as a result of declining oil prices and decreased demand for drilling and oilfield services in the region during the first quarter of 2015.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Oil (per Bbl)
|
|
$
|
46.50
|
|
|
$
|
97.25
|
|
|
$
|
51.01
|
|
|
$
|
99.62
|
|
Natural gas (per Mcf)
|
|
$
|
2.75
|
|
|
$
|
3.95
|
|
|
$
|
2.79
|
|
|
$
|
4.41
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Results (in thousands)
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
||||||||
Oil
|
$
|
98,023
|
|
|
$
|
250,121
|
|
|
$
|
361,539
|
|
|
$
|
769,907
|
|
NGL
|
16,558
|
|
|
39,780
|
|
|
57,055
|
|
|
94,602
|
|
||||
Natural gas
|
50,554
|
|
|
69,712
|
|
|
156,805
|
|
|
240,326
|
|
||||
Other
|
(1
|
)
|
|
—
|
|
|
12
|
|
|
2,048
|
|
||||
Inter-segment revenue
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(26
|
)
|
||||
Total revenues
|
165,134
|
|
|
359,613
|
|
|
575,399
|
|
|
1,106,857
|
|
||||
Operating expenses
|
|
|
|
|
|
|
|
||||||||
Production
|
73,201
|
|
|
83,211
|
|
|
245,399
|
|
|
258,228
|
|
||||
Production taxes
|
3,652
|
|
|
8,380
|
|
|
12,548
|
|
|
24,027
|
|
||||
Depreciation and depletion—oil and natural gas
|
66,501
|
|
|
112,569
|
|
|
266,906
|
|
|
325,021
|
|
||||
Accretion of asset retirement obligations
|
1,132
|
|
|
1,116
|
|
|
3,323
|
|
|
7,927
|
|
||||
Impairment
|
1,038,757
|
|
|
—
|
|
|
3,611,429
|
|
|
164,779
|
|
||||
Gain on derivative contracts
|
(42,211
|
)
|
|
(132,575
|
)
|
|
(59,034
|
)
|
|
(4,792
|
)
|
||||
Gain on sale of assets
|
—
|
|
|
(11
|
)
|
|
(24
|
)
|
|
(33
|
)
|
||||
Other operating expenses
|
13,005
|
|
|
11,732
|
|
|
49,513
|
|
|
43,203
|
|
||||
Total operating expenses
|
1,154,037
|
|
|
84,422
|
|
|
4,130,060
|
|
|
818,360
|
|
||||
(Loss) income
from operations
|
$
|
(988,903
|
)
|
|
$
|
275,191
|
|
|
$
|
(3,554,661
|
)
|
|
$
|
288,497
|
|
|
|
|
|
|
|
|
|
||||||||
Production data
|
|
|
|
|
|
|
|
||||||||
Oil (MBbls)
|
2,262
|
|
|
2,644
|
|
|
7,604
|
|
|
7,927
|
|
||||
NGL (MBbls)
|
1,246
|
|
|
1,109
|
|
|
3,883
|
|
|
2,500
|
|
||||
Natural gas (MMcf)
|
23,058
|
|
|
21,501
|
|
|
71,133
|
|
|
62,335
|
|
||||
Total volumes (MBoe)
|
7,351
|
|
|
7,337
|
|
|
23,343
|
|
|
20,816
|
|
||||
Average daily total volumes (MBoe/d)
|
79.9
|
|
|
79.7
|
|
|
85.5
|
|
|
76.2
|
|
||||
Average prices—as reported(1)
|
|
|
|
|
|
|
|
||||||||
Oil (per Bbl)
|
$
|
43.33
|
|
|
$
|
94.60
|
|
|
$
|
47.55
|
|
|
$
|
97.12
|
|
NGL (per Bbl)
|
$
|
13.29
|
|
|
$
|
35.84
|
|
|
$
|
14.69
|
|
|
$
|
37.84
|
|
Natural gas (per Mcf)
|
$
|
2.19
|
|
|
$
|
3.24
|
|
|
$
|
2.20
|
|
|
$
|
3.86
|
|
Total (per Boe)
|
$
|
22.46
|
|
|
$
|
49.01
|
|
|
$
|
24.65
|
|
|
$
|
53.08
|
|
Average prices—including impact of derivative contract settlements(2)
|
|
|
|
|
|
|
|
||||||||
Oil (per Bbl)
|
$
|
72.18
|
|
|
$
|
94.86
|
|
|
$
|
80.42
|
|
|
$
|
95.85
|
|
NGL (per Bbl)
|
$
|
13.29
|
|
|
$
|
35.84
|
|
|
$
|
14.69
|
|
|
$
|
37.84
|
|
Natural gas (per Mcf)
|
$
|
2.28
|
|
|
$
|
3.37
|
|
|
$
|
2.61
|
|
|
$
|
3.64
|
|
Total (per Boe)
|
$
|
31.61
|
|
|
$
|
49.48
|
|
|
$
|
36.58
|
|
|
$
|
51.95
|
|
(1)
|
Prices represent actual average sales prices for the periods presented and do not include effects of derivative transactions.
|
(2)
|
Excludes settlements of commodity derivative contracts prior to their contractual maturity.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
|
Production (MBoe)
|
|
% of Total
|
|
Production (MBoe)
|
|
% of Total
|
|
Production (MBoe)
|
|
% of Total
|
|
Production (MBoe)
|
|
% of Total
|
||||||||
Mid-Continent
|
6,495
|
|
|
88.4
|
%
|
|
6,292
|
|
|
85.8
|
%
|
|
20,700
|
|
|
88.7
|
%
|
|
16,280
|
|
|
78.2
|
%
|
Gulf of Mexico / Gulf Coast
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
1,321
|
|
|
6.3
|
%
|
Permian Basin
|
389
|
|
|
5.3
|
%
|
|
512
|
|
|
7.0
|
%
|
|
1,215
|
|
|
5.2
|
%
|
|
1,590
|
|
|
7.6
|
%
|
Other - west Texas
|
467
|
|
|
6.3
|
%
|
|
533
|
|
|
7.2
|
%
|
|
1,428
|
|
|
6.1
|
%
|
|
1,625
|
|
|
7.9
|
%
|
Total
|
7,351
|
|
|
100.0
|
%
|
|
7,337
|
|
|
100.0
|
%
|
|
23,343
|
|
|
100.0
|
%
|
|
20,816
|
|
|
100.0
|
%
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Results (in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
$
|
14,754
|
|
|
$
|
51,082
|
|
|
$
|
56,545
|
|
|
$
|
150,054
|
|
Inter-segment revenue
|
|
(10,182
|
)
|
|
(29,734
|
)
|
|
(36,887
|
)
|
|
(92,774
|
)
|
||||
Total revenues
|
|
4,572
|
|
|
21,348
|
|
|
19,658
|
|
|
57,280
|
|
||||
Operating expenses
|
|
12,475
|
|
|
22,503
|
|
|
39,086
|
|
|
60,752
|
|
||||
Impairment
|
|
19,820
|
|
|
—
|
|
|
19,820
|
|
|
3,133
|
|
||||
Loss from operations
|
|
$
|
(27,723
|
)
|
|
$
|
(1,155
|
)
|
|
$
|
(39,248
|
)
|
|
$
|
(6,605
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Drilling rig statistics
|
|
|
|
|
|
|
|
|
||||||||
Average number of operational rigs owned during the period
|
|
11.0
|
|
|
27.0
|
|
|
20.2
|
|
|
27.0
|
|
||||
Average number of rigs working for third parties
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
5.3
|
|
||||
Number of days drilling for third parties
|
|
—
|
|
|
530
|
|
|
—
|
|
|
1,453
|
|
||||
Average drilling revenue per day per rig drilling for third parties(1)
|
|
$
|
—
|
|
|
$
|
14,411
|
|
|
$
|
—
|
|
|
$
|
14,725
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rig status - September 30
|
|
|
|
|
|
2015
|
|
2014
|
||||||||
Working for SandRidge
|
|
4
|
|
|
12
|
|
||||||||||
Working for third parties
|
|
—
|
|
|
6
|
|
||||||||||
Idle(2)
|
|
7
|
|
|
9
|
|
||||||||||
Total operational
|
|
11
|
|
|
27
|
|
||||||||||
Non-operational(3)
|
|
—
|
|
|
3
|
|
||||||||||
Total rigs
|
|
11
|
|
|
30
|
|
(1)
|
Represents revenues from rigs working for third parties, excluding stand-by revenue, divided by the total number of days such drilling rigs were used by third parties during the period. Excludes revenues for related rental equipment.
|
(2)
|
The Company’s rigs are primarily intended to drill for its own account; as such, the number of idle rigs does not significantly impact the consolidated results of operations.
|
(3)
|
Non-operational rigs at September 30, 2014 were held for sale.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Results (in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
|
$
|
20,812
|
|
|
$
|
31,132
|
|
|
$
|
63,123
|
|
|
$
|
115,846
|
|
Inter-segment revenue
|
|
(11,974
|
)
|
|
(19,210
|
)
|
|
(36,915
|
)
|
|
(71,405
|
)
|
||||
Total revenues
|
|
8,838
|
|
|
11,922
|
|
|
26,208
|
|
|
44,441
|
|
||||
Operating expenses
|
|
10,928
|
|
|
15,140
|
|
|
35,326
|
|
|
51,414
|
|
||||
Loss from operations
|
|
$
|
(2,090
|
)
|
|
$
|
(3,218
|
)
|
|
$
|
(9,118
|
)
|
|
$
|
(6,973
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Gas Marketed
|
|
|
|
|
|
|
|
|
||||||||
Volumes (MMcf)
|
|
1,619
|
|
|
1,855
|
|
|
5,020
|
|
|
5,557
|
|
||||
Average price
|
|
$
|
2.59
|
|
|
$
|
3.84
|
|
|
$
|
2.57
|
|
|
$
|
4.36
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
||||||||
Oil, natural gas and NGL
|
|
$
|
165,135
|
|
|
$
|
359,613
|
|
|
$
|
575,399
|
|
|
$
|
1,104,835
|
|
Drilling and services
|
|
4,572
|
|
|
21,348
|
|
|
19,658
|
|
|
57,280
|
|
||||
Midstream and marketing
|
|
8,838
|
|
|
11,922
|
|
|
26,208
|
|
|
44,706
|
|
||||
Other
|
|
1,607
|
|
|
1,224
|
|
|
3,802
|
|
|
5,056
|
|
||||
Total revenues(1)
|
|
$
|
180,152
|
|
|
$
|
394,107
|
|
|
$
|
625,067
|
|
|
$
|
1,211,877
|
|
(1)
|
Includes
$13.5 million
and
$37.1 million
of revenues attributable to noncontrolling interests in consolidated VIEs, after considering the effects of intercompany eliminations, for the three-month periods ended
September 30, 2015
and
2014
, respectively. Includes
$46.4 million
and
$123.2 million
of revenues attributable to noncontrolling interests in consolidated VIEs, after considering the effects of intercompany eliminations, for the
nine
-month periods ended
September 30, 2015
and
2014
, respectively.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Expenses
|
|
|
|
|
|
|
|
|
||||||||
Production
|
|
$
|
72,884
|
|
|
$
|
82,664
|
|
|
$
|
244,158
|
|
|
$
|
256,473
|
|
Production taxes
|
|
3,652
|
|
|
8,380
|
|
|
12,548
|
|
|
24,027
|
|
||||
Cost of sales
|
|
4,323
|
|
|
15,992
|
|
|
22,034
|
|
|
38,942
|
|
||||
Midstream and marketing
|
|
6,633
|
|
|
11,405
|
|
|
22,464
|
|
|
40,659
|
|
||||
Depreciation and depletion—oil and natural gas
|
|
66,501
|
|
|
112,569
|
|
|
266,906
|
|
|
325,021
|
|
||||
Depreciation and amortization—other
|
|
11,379
|
|
|
14,417
|
|
|
37,234
|
|
|
45,350
|
|
||||
Accretion of asset retirement obligations
|
|
1,132
|
|
|
1,116
|
|
|
3,323
|
|
|
7,927
|
|
||||
Impairment
|
|
1,074,588
|
|
|
54
|
|
|
3,647,845
|
|
|
167,966
|
|
||||
General and administrative
|
|
34,233
|
|
|
24,589
|
|
|
108,764
|
|
|
95,042
|
|
||||
Gain on derivative contracts
|
|
(42,211
|
)
|
|
(132,575
|
)
|
|
(59,034
|
)
|
|
(4,792
|
)
|
||||
Loss (gain) on sale of assets
|
|
6,771
|
|
|
(995
|
)
|
|
2,097
|
|
|
(978
|
)
|
||||
Total expenses(1)
|
|
$
|
1,239,885
|
|
|
$
|
137,616
|
|
|
$
|
4,308,339
|
|
|
$
|
995,637
|
|
(1)
|
Includes
$169.4 million
and
$(3.3) million
of expenses attributable to noncontrolling interests in consolidated VIEs, after considering the effects of intercompany eliminations, for the three-month periods ended
September 30, 2015
and
2014
, respectively. Includes
$539.2 million
and
$72.8 million
of expenses attributable to noncontrolling interests in consolidated VIEs, after considering the effects of intercompany eliminations, for the
nine
-month periods ended
September 30, 2015
and
2014
, respectively. Expenses attributable to noncontrolling interests in consolidated VIEs include
$166.8 million
of allocated full cost ceiling impairment for the three-month period ended
September 30, 2015
, and
$520.2 million
and
$29.9 million
of allocated full cost ceiling impairments for the
nine
-month periods ended
September 30, 2015
and
2014
, respectively. There was no such impairment during the three-month period ended September 30, 2014.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Other (expense) income
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
$
|
(77,000
|
)
|
|
$
|
(59,783
|
)
|
|
$
|
(213,569
|
)
|
|
$
|
(183,689
|
)
|
Gain on extinguishment of debt
|
|
340,699
|
|
|
—
|
|
|
358,633
|
|
|
—
|
|
||||
Other (expense) income, net
|
|
(426
|
)
|
|
(273
|
)
|
|
1,208
|
|
|
3,159
|
|
||||
Total other income (expense)
|
|
263,273
|
|
|
(60,056
|
)
|
|
146,272
|
|
|
(180,530
|
)
|
||||
(Loss) income before income taxes
|
|
(796,460
|
)
|
|
196,435
|
|
|
(3,537,000
|
)
|
|
35,710
|
|
||||
Income tax expense (benefit)
|
|
25
|
|
|
(1,064
|
)
|
|
90
|
|
|
(2,131
|
)
|
||||
Net (loss) income
|
|
(796,485
|
)
|
|
197,499
|
|
|
(3,537,090
|
)
|
|
37,841
|
|
||||
Less: net (loss) income attributable to noncontrolling interest
|
|
(156,073
|
)
|
|
40,161
|
|
|
(493,243
|
)
|
|
49,733
|
|
||||
Net (loss) income attributable to SandRidge Energy, Inc.
|
|
$
|
(640,412
|
)
|
|
$
|
157,338
|
|
|
$
|
(3,043,847
|
)
|
|
$
|
(11,892
|
)
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
|
(In thousands)
|
||||||||||||||
Interest expense
|
|
|
|
|
|
|
|
|
||||||||
Interest expense on debt
|
|
$
|
86,313
|
|
|
$
|
63,606
|
|
|
$
|
220,600
|
|
|
$
|
190,928
|
|
Amortization of debt issuance costs, discounts and premium
|
|
4,457
|
|
|
2,477
|
|
|
9,377
|
|
|
7,439
|
|
||||
Write off of debt issuance costs
|
|
—
|
|
|
—
|
|
|
7,108
|
|
|
—
|
|
||||
Gain on long-term debt holder conversion feature
|
|
(10,146
|
)
|
|
—
|
|
|
(10,146
|
)
|
|
—
|
|
||||
Capitalized interest
|
|
(3,123
|
)
|
|
(6,190
|
)
|
|
(12,741
|
)
|
|
(14,132
|
)
|
||||
Total
|
|
77,501
|
|
|
59,893
|
|
|
214,198
|
|
|
184,235
|
|
||||
Less: interest income
|
|
(501
|
)
|
|
(110
|
)
|
|
(629
|
)
|
|
(546
|
)
|
||||
Total interest expense
|
|
$
|
77,000
|
|
|
$
|
59,783
|
|
|
$
|
213,569
|
|
|
$
|
183,689
|
|
•
|
In the second quarter of 2015, the Company issued to a holder of the Company’s 7.5% Senior Notes due 2021 and 8.125% Senior Notes due 2022, approximately
28.0 million
shares of the Company’s common stock in exchange for an aggregate
$50.0 million
principal amount of the notes and as payment for the interest accrued thereon since the last interest payment date.
|
•
|
In June 2015, the Company issued $1.25 billion of 8.75% Senior Secured Notes due 2020.
|
•
|
In August 2015, the Company repurchased approximately $250.0 million of its Senior Unsecured Notes for approximately $94.5 million cash and issued approximately $275.0 million aggregate principal amount of Convertible Senior Unsecured Notes in exchange for approximately $275.0 million aggregate principal amount of its Senior Unsecured Notes.
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash flows provided by operating activities
|
$
|
360,886
|
|
|
$
|
395,684
|
|
Cash flows used in investing activities
|
(729,749
|
)
|
|
(374,091
|
)
|
||
Cash flows provided by (used in) financing activities
|
977,752
|
|
|
(246,010
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
608,889
|
|
|
$
|
(224,417
|
)
|
|
Nine Months Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Capital Expenditures
|
|
|
|
||||
Exploration and production
|
$
|
559,515
|
|
|
$
|
1,056,568
|
|
Drilling and oil field services
|
2,732
|
|
|
10,877
|
|
||
Midstream services
|
20,400
|
|
|
25,810
|
|
||
Other
|
18,405
|
|
|
27,282
|
|
||
Capital expenditures, excluding acquisitions
|
601,052
|
|
|
1,120,537
|
|
||
Acquisitions
|
3,231
|
|
|
16,920
|
|
||
Total
|
$
|
604,283
|
|
|
$
|
1,137,457
|
|
Senior credit facility
|
$
|
—
|
|
8.75% Senior Secured Notes due 2020
|
1,250,000
|
|
|
Senior Unsecured Notes
|
|
||
8.75% Senior Notes due 2020, net of $3,649 discount
|
401,149
|
|
|
7.5% Senior Notes due 2021, including premium of
$2,652
|
996,309
|
|
|
8.125% Senior Notes due 2022
|
601,187
|
|
|
7.5% Senior Notes due 2023, net of
$2,436
discount
|
622,923
|
|
|
Convertible Senior Unsecured Notes
|
|
||
8.125% Convertible Senior Notes due 2022, including holder conversion feature liabilities of $3,113, net of $105,691 discount
|
36,406
|
|
|
7.5% Convertible Senior Notes due 2023, including holder conversion feature liabilities $2,361, net of $87,412 discount
|
29,020
|
|
|
Total debt
|
$
|
3,936,994
|
|
•
|
Long-Term Debt Obligations.
The Company’s long-term debt obligation increased by approximately
$0.7 billion
at
September 30, 2015
compared to
December 31, 2014
, primarily as a result of the issuance of $1.25 billion in Senior Secured Notes in June 2015, which was partially offset by (i) the repurchase of approximately $250.0 million of the Company’s Senior Unsecured Notes for approximately $94.5 million cash in August 2015, (ii) the exchange of an aggregate
$50.0 million
principal amount of Senior Unsecured Notes ($29.0 million of 7.5% Senior Notes due 2021 and $21.0 million of 8.125% Senior Notes due 2022) for shares of the Company’s stock during the three-month period ended June 30, 2015, and (iii) conversion of an aggregate $21.9 million principal amount (
$6.5 million
net of discount and including holders’ conversion feature) of the Convertible Senior Unsecured Notes into shares of the Company’s common stock in August and September 2015.
|
•
|
Drilling Carry Commitment.
As of
September 30, 2015
, the Company had drilled
453
net wells under a drilling carry arrangement with Repsol and did not satisfy the total drilling commitment under the arrangement of
484
net wells in the area of mutual interest, within the required time period, which ended May 31, 2015. As a result, the Company will carry
|
|
Notional (MBbls)
|
|
Weighted Average
Fixed Price
|
|||
October 2015 - December 2015
|
555
|
|
|
$
|
94.11
|
|
January 2016 - December 2016
|
1,464
|
|
|
$
|
88.36
|
|
|
Notional (MMcf)
|
|
Weighted Average
Fixed Price
|
|||
October 2015 - December 2015
|
1,840
|
|
|
$
|
4.20
|
|
|
Notional (MMcf)
|
|
Weighted Average
Fixed Price
|
|||
October 2015 - December 2015
|
15,640
|
|
|
$
|
(0.30
|
)
|
January 2016 - December 2016
|
10,980
|
|
|
$
|
(0.38
|
)
|
|
Notional (MBbls)
|
|
Sold Put
|
Purchased Put
|
Sold Call
|
|
October 2015 - December 2015
|
1,564
|
|
|
$78.15
|
$90.03
|
$103.65
|
January 2016 - December 2016
|
2,556
|
|
|
$83.14
|
$90.00
|
$100.85
|
|
Notional (MMcf)
|
|
Collar Range
|
|||
October 2015 - December 2015
|
255
|
|
|
$4.00
|
—
|
$8.55
|
•
|
Arthur I. Levine v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on December 19, 2012 in the U.S. District Court for the Western District of Oklahoma
|
•
|
Deborah Depuy v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on January 22, 2013 in the U.S. District Court for the Western District of Oklahoma
|
•
|
Paul Elliot, on Behalf of the Paul Elliot IRA R/O, v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant filed on January 29, 2013 in the U.S. District Court for the Western District of Oklahoma
|
•
|
Dale Hefner v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on January 4, 2013 in the District Court of Oklahoma County, Oklahoma
|
•
|
Rocky Romano v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on January 22, 2013 in the District Court of Oklahoma County, Oklahoma
|
•
|
Joan Brothers v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on February 15, 2013 in the U.S. District Court for the Western District of Oklahoma
|
•
|
Lisa Ezell, Jefferson L. Mangus, and Tyler D. Mangus v. Tom L. Ward, et al., and SandRidge Energy, Inc., Nominal Defendant - filed on March 22, 2013 in the U.S. District Court for the Western District of Oklahoma
|
Period
|
Total Number of Shares Purchased(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program(2)
|
|
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in Millions)
|
||||||
July 1, 2015 — July 31, 2015
|
198,585
|
|
|
$
|
0.71
|
|
|
N/A
|
|
|
$
|
88.7
|
|
August 1, 2015 — August 31, 2015
|
187,413
|
|
|
$
|
0.52
|
|
|
N/A
|
|
|
$
|
88.7
|
|
September 1, 2015 — September 30, 2015
|
33,857
|
|
|
$
|
0.45
|
|
|
N/A
|
|
|
$
|
88.7
|
|
Total
|
419,855
|
|
|
|
|
—
|
|
|
|
(1)
|
Includes shares of common stock tendered by employees in order to satisfy tax withholding requirements upon vesting of their stock awards. Shares withheld are initially recorded as treasury shares, then immediately retired.
|
(2)
|
In the third quarter of 2014, the Company’s Board of Directors authorized a share repurchase program. There is no fixed termination date for this repurchase program, which may be suspended or discontinued at any time.
|
|
SandRidge Energy, Inc.
|
|
|
|
|
|
By:
|
/s/ Julian Bott
|
|
|
Julian Bott
Executive Vice President and Chief Financial Officer
|
|
|
Incorporated by Reference
|
|
|
||||||
Exhibit
No.
|
Exhibit Description
|
Form
|
|
SEC
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed
Herewith
|
3.1
|
Certificate of Incorporation of SandRidge Energy, Inc.
|
S-1
|
|
333-148956
|
|
3.1
|
|
1/30/2008
|
|
|
3.2
|
Certificate of Amendment to the Certificate of Incorporation of SandRidge Energy, Inc., dated July 16, 2010
|
10-Q
|
|
001-33784
|
|
3.2
|
|
8/9/2010
|
|
|
3.3
|
Certificate of Amendment to the Certificate of Incorporation of SandRidge Energy, Inc., dated June 4, 2015
|
10-Q
|
|
001-33784
|
|
3.3
|
|
8/6/2015
|
|
|
3.4
|
Amended and Restated Bylaws of SandRidge Energy, Inc.
|
8-K
|
|
001-33784
|
|
3.1
|
|
3/9/2009
|
|
|
4.1
|
Indenture, dated as of August 19, 2015, among SandRidge Energy, Inc., the guarantors named therein and U.S. Bank National Association, as Trustee (including the forms of the 2022 Convertible Notes).
|
8-K
|
|
001-33784
|
|
4.1
|
|
8/19/2015
|
|
|
4.2
|
Indenture, dated as of August 19, 2015, among SandRidge Energy, Inc., the guarantors named therein and U.S. Bank National Association, as Trustee (including the forms of the 2023 Convertible Notes).
|
8-K
|
|
001-33784
|
|
4.2
|
|
8/19/2015
|
|
|
10.1.1
|
First Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 13, 2015, by and among the Company, as borrower, Royal Bank of Canada, as administrative agent, and the lenders signatory thereto.
|
8-K
|
|
001-33784
|
|
10.1
|
|
8/14/2015
|
|
|
10.1.2
|
Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of October 16, 2015, by and among the Company, as borrower, Royal Bank of Canada, as administrative agent, and the lenders signatory thereto.
|
8-K
|
|
001-33784
|
|
10.1
|
|
10/19/2015
|
|
|
10.3.4
|
2015 Form of Employment Agreement for Executive Vice Presidents and Senior Vice Presidents of SandRidge Energy, Inc.
|
|
|
|
|
|
|
|
|
*
|
31.1
|
Section 302 Certification—Chief Executive Officer
|
|
|
|
|
|
|
|
|
*
|
31.2
|
Section 302 Certification—Chief Financial Officer
|
|
|
|
|
|
|
|
|
*
|
32.1
|
Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
|
|
|
|
|
|
|
|
|
*
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
*
|
101.DEF
|
XBRL Taxonomy Extension Definition Document
|
|
|
|
|
|
|
|
|
*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
*
|
To the Executive:
|
to the Executive at the address set forth below such Executive’s signature hereto.
|
1.
|
Termination of Employment
.
SandRidge has made the decision to terminate your employment and your service as [Title], and any other position you hold with SandRidge, effective [Date], 2015 (the “Separation Date”).
|
2.
|
Final Payment
.
You have been paid or will be paid your earned salary through the Separation Date. Your final paycheck will include payment for accrued and unused paid time off (“PTO”). If you believe the amount of your final paycheck is incorrect, you agree to contact SandRidge immediately.
|
3.
|
Severance Payment
.
Consistent with the terms of your Employment Agreement, and in consideration of your service to SandRidge and your execution of this Separation Agreement and the General Release contained hereafter, SandRidge will provide you with a severance payment equal to number (#) months’ base salary.
|
4.
|
Return of SandRidge Property
.
If you have any Company property in your possession, you agree to return it to the People and Culture Department within 14 days of your Separation Date. SandRidge property includes work product, electronic devices and other physical property of the Company. This includes equipment, supplies, keys, security items, credit cards, passwords, electronic devices, laptop computers, cellular phones and Blackberry devices. You must also return all originals and any copies of Company records. This includes any disks, files, notebooks, etc. that you have personally generated or maintained with respect to the Company’s business, as well as any Company records in your possession.
|
5.
|
Continued Assistance
.
You will continue to cooperate with and assist SandRidge
and its representatives and attorneys as requested with respect to any investigations, litigation, arbitration or other dispute resolutions by being available for interviews, depositions and/or testimony with regard to any matters in which you are or have been involved or with respect to which you have relevant information. SandRidge will reimburse you for reasonable expenses you may incur for travel in connection with this obligation to assist SandRidge. In addition, SandRidge will compensate you at a reasonable hourly rate for all time spent providing such assistance.
|
6.
|
Confidential Information
.
During the course of your employment with SandRidge, you have had access to and gained knowledge of confidential and proprietary information; therefore, you agree not to make any independent use of or disclose to any other person or organization any of the Company’s confidential, proprietary
|
7.
|
No Influence or Solicitation of Employees or Business
.
You agree that, for the one-year period immediately following the Separation Date, you will not, either personally or by or through his or her agent, on behalf of himself or herself or on behalf of any other individual, association, or entity (i) use any of the Confidential Information for the purposes of calling on any customer of the Company or soliciting or inducing any such customers to acquire, or providing to any of such customers, any product or service provided by the Company or any affiliate or subsidiary of the
|
8.
|
Future Activities
.
You will not be employed or otherwise act as an expert witness or consultant or in any similar paid capacity in any litigation, arbitration, regulatory or agency hearing or other adversarial or investigatory proceeding involving the Company.
|
9.
|
Preserving Name and Reputation
.
You will not at any time in the future defame, disparage or make statements or disparaging remarks which could embarrass or cause harm to SandRidge’s name and reputation or the names and reputation of any of its officers, directors, representatives, agents, employees or SandRidge’s current, former or prospective vendors, professional colleagues, professional organizations, associates or contractors, or to the press or media. Disparagement means the form and substance of any communication, regardless of whether or not you believe it to be true, that tends to degrade or belittle SandRidge or subject it to ridicule or embarrassment. You agree this paragraph is a material provision of this Separation Agreement and that in the event of breach, you will be liable for the return of the value of all consideration received as well as any other damages sustained by SandRidge. This paragraph does not apply to statements made under penalty of perjury; however, you agree to give advance notice to SandRidge of such an event, to the extent practicable.
|
10.
|
Exceptions to Restrictions on Communications, Confidentiality and Future Activities
.
Nothing in this Agreement is intended to prohibit you from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. In addition, you do not need the prior authorization of the Company to make any such reports or disclosures, nor are you required to notify the Company that you have made such reports or disclosures. Further, nothing in this Paragraph or elsewhere in this Agreement prevents or prohibits you from communicating with the Equal Employment Opportunity Commission (or a similar fair employment
|
11.
|
Forfeiture
.
If you breach any of your obligations under this Separation Agreement, SandRidge will be entitled to stop payment of any benefit due under this Separation Agreement, has no further obligation to pay any benefit due under this Separation Agreement, and will be entitled to recover any benefit paid under this Separation Agreement and to obtain all other relief provided by law or equity, including, but not limited to, injunctive relief.
|
12.
|
Additional Warranties
.
You represent and warrant that as of this date you have suffered no work related injury during your employment with SandRidge and that you have no intention of filing a claim for worker’s compensation benefits arising from any incident occurring during your employment with the Company. You further represent that you have accounted to the Company for any and all hours worked through your Separation Date, and that you have been paid for such hours worked at the appropriate rate. You also represent and warrant that you are not due any unpaid vacation or sick pay, except as provided in paragraph 2 with respect to PTO.
|
13.
|
No Admission/Offer of Compromise
.
By making this severance offer, SandRidge is not admitting liability or responsibility for any past due wages or other consideration. Any alleged responsibility or liability on the part of the Company has been and continues to be denied. In addition, this severance offer constitutes an offer of compromise pursuant to the applicable rules of evidence.
|
14.
|
Governing Law and Venue
.
To the extent not preempted by federal law, the provisions of this Separation Agreement, including the General Release, will be construed and enforced in accordance with the laws of the State of Oklahoma, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this provision to the substantive law of another jurisdiction. Each party hereby agrees that Oklahoma City, Oklahoma, is the proper venue for any litigation seeking to enforce any provision of this Separation Agreement (including the General Release), and each party hereby waives any right it otherwise might have to defend, oppose, or object to, on the basis of jurisdiction, venue, or forum non-conveniens, a suit filed by the other party in any federal or state court in Oklahoma City, Oklahoma, to enforce any provision of this Separation Agreement.
|
15.
|
Severability
.
If any portion, provision or part of this Separation Agreement is held, determined or adjudicated to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be severed from the remaining portions, provisions or parts of this Separation Agreement and shall not affect the validity or enforceability of such remaining portions, provisions or parts.
|
16.
|
Entire Agreement
.
This Separation Agreement between you and SandRidge, if you execute this Agreement, will be in consideration of the mutual promises
|
TITLE
|
AGE(S)
|
|
|
|
|
|
|
TITLE
|
AGE(S)
|
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of SandRidge Energy, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ James D. Bennett
|
|
James D. Bennett
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of SandRidge Energy, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Julian Bott
|
|
Julian Bott
Executive Vice President and Chief Financial Officer
|
|
/s/ James D. Bennett
|
|
James D. Bennett
President and Chief Executive Officer
|
|
/s/ Julian Bott
|
|
Julian Bott
Executive Vice President and Chief Financial Officer
|