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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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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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o
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Accelerated filer
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o
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Non-accelerated filer
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þ
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 6.
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September 30,
2017 |
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December 31,
2016 |
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ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
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$
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133,201
|
|
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$
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121,231
|
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Restricted cash - collateral
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—
|
|
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50,000
|
|
||
Restricted cash - other
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2,312
|
|
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2,840
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|
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Accounts receivable, net
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69,187
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|
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74,097
|
|
||
Derivative contracts
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6,608
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|
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—
|
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Prepaid expenses
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2,334
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|
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5,375
|
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Other current assets
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8,045
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3,633
|
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Total current assets
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221,687
|
|
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257,176
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Oil and natural gas properties, using full cost method of accounting
|
|
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|
||||
Proved
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1,004,370
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840,201
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Unproved
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103,533
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74,937
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Less: accumulated depreciation, depletion and impairment
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(432,564
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)
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(353,030
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)
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675,339
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562,108
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Other property, plant and equipment, net
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238,420
|
|
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255,824
|
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Derivative contracts
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2,010
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—
|
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Other assets
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1,327
|
|
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6,284
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|
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Total assets
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$
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1,138,783
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|
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$
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1,081,392
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September 30,
2017 |
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December 31,
2016 |
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
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Current liabilities
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Accounts payable and accrued expenses
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$
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127,941
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$
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116,517
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Derivative contracts
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8
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27,538
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Asset retirement obligations
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62,144
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66,154
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Other current liabilities
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7,422
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3,497
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Total current liabilities
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197,515
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213,706
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Long-term debt
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37,601
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305,308
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Derivative contracts
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—
|
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2,176
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|
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Asset retirement obligations
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42,698
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40,327
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Other long-term obligations
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2,686
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6,958
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Total liabilities
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280,500
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568,475
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Commitments and contingencies (Note 8)
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Stockholders’ Equity
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Common stock, $0.001 par value; 250,000 shares authorized; 35,801 issued and outstanding at September 30, 2017 and 21,042 issued and 19,635 outstanding at December 31, 2016
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36
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20
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Warrants
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88,475
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88,381
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Additional paid-in capital
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1,037,932
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758,498
|
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Accumulated deficit
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(268,160
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)
|
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(333,982
|
)
|
||
Total stockholders’ equity
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858,283
|
|
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512,917
|
|
||
Total liabilities and stockholders’ equity
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$
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1,138,783
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$
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1,081,392
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Three Months Ended September 30,
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Nine Months Ended September 30,
|
||||||||||||||
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Successor
|
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Predecessor
|
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Successor
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Predecessor
|
||||||||
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2017
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2016
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2017
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2016
|
||||||||
Revenues
|
|
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Oil, natural gas and NGL
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$
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80,540
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$
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99,934
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$
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263,235
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$
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279,971
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Other
|
352
|
|
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4,122
|
|
|
858
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|
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13,838
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Total revenues
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80,892
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104,056
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264,093
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293,809
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Expenses
|
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Production
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26,765
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39,640
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76,997
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129,608
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Production taxes
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3,606
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2,278
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9,435
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6,107
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Depreciation and depletion—oil and natural gas
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31,029
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27,725
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87,486
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90,978
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|
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Depreciation and amortization—other
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3,399
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7,514
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10,729
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21,323
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|
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Impairment
|
498
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|
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354,451
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3,475
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718,194
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General and administrative
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20,292
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29,145
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63,999
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134,447
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|
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Loss (gain) on derivative contracts
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11,702
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(338
|
)
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(46,024
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)
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4,823
|
|
||||
Loss on settlement of contract
|
—
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|
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—
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—
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90,184
|
|
||||
Other operating (income) expense
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(132
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)
|
|
|
979
|
|
|
135
|
|
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4,348
|
|
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Total expenses
|
97,159
|
|
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461,394
|
|
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206,232
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|
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1,200,012
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|
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(Loss) income from operations
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(16,267
|
)
|
|
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(357,338
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)
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|
57,861
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|
|
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(906,203
|
)
|
||||
Other (expense) income
|
|
|
|
|
|
|
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||||||||
Interest expense, net
|
(872
|
)
|
|
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(3,343
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)
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(2,757
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)
|
|
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(126,099
|
)
|
||||
Gain on extinguishment of debt
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
41,179
|
|
||||
Reorganization items, net
|
—
|
|
|
|
(42,754
|
)
|
|
—
|
|
|
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(243,672
|
)
|
||||
Other income (expense), net
|
197
|
|
|
|
(898
|
)
|
|
2,222
|
|
|
|
1,332
|
|
||||
Total other expense
|
(675
|
)
|
|
|
(46,995
|
)
|
|
(535
|
)
|
|
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(327,260
|
)
|
||||
(Loss) income before income taxes
|
(16,942
|
)
|
|
|
(404,333
|
)
|
|
57,326
|
|
|
|
(1,233,463
|
)
|
||||
Income tax (benefit) expense
|
(8,457
|
)
|
|
|
4
|
|
|
(8,496
|
)
|
|
|
11
|
|
||||
Net (loss) income
|
(8,485
|
)
|
|
|
(404,337
|
)
|
|
65,822
|
|
|
|
(1,233,474
|
)
|
||||
Preferred stock dividends
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
16,321
|
|
||||
(Loss applicable) income available to SandRidge Energy, Inc. common stockholders
|
$
|
(8,485
|
)
|
|
|
$
|
(404,337
|
)
|
|
$
|
65,822
|
|
|
|
$
|
(1,249,795
|
)
|
(Loss) earnings per share
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.25
|
)
|
|
|
$
|
(0.56
|
)
|
|
$
|
2.07
|
|
|
|
$
|
(1.76
|
)
|
Diluted
|
$
|
(0.25
|
)
|
|
|
$
|
(0.56
|
)
|
|
$
|
2.06
|
|
|
|
$
|
(1.76
|
)
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
34,290
|
|
|
|
718,373
|
|
|
31,750
|
|
|
|
708,788
|
|
||||
Diluted
|
34,290
|
|
|
|
718,373
|
|
|
31,984
|
|
|
|
708,788
|
|
|
|
Common Stock
|
|
Warrants
|
|
Additional Paid-In Capital
|
|
Accumulated Deficit
|
|
Total
|
||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|||||||||||||||
|
|
|||||||||||||||||||||||||
Nine Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2016
|
|
19,635
|
|
|
$
|
20
|
|
|
6,442
|
|
|
$
|
88,381
|
|
|
$
|
758,498
|
|
|
$
|
(333,982
|
)
|
|
$
|
512,917
|
|
Issuance of stock awards, net of cancellations
|
|
1,756
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||||
Common stock issued for debt
|
|
14,328
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
268,765
|
|
|
—
|
|
|
268,779
|
|
|||||
Common stock issued for general unsecured claims
|
|
82
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,531
|
|
|
—
|
|
|
14,531
|
|
|||||
Issuance of warrants for general unsecured claims
|
|
—
|
|
|
—
|
|
|
100
|
|
|
94
|
|
|
(94
|
)
|
|
—
|
|
|
—
|
|
|||||
Cash paid for tax withholdings on vested stock awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,766
|
)
|
|
—
|
|
|
(3,766
|
)
|
|||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65,822
|
|
|
65,822
|
|
|||||
Balance at September 30, 2017
|
|
35,801
|
|
|
$
|
36
|
|
|
6,542
|
|
|
$
|
88,475
|
|
|
$
|
1,037,932
|
|
|
$
|
(268,160
|
)
|
|
$
|
858,283
|
|
|
Nine Months Ended September 30,
|
|||||||
|
Successor
|
|
|
Predecessor
|
||||
|
2017
|
|
|
2016
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net income (loss)
|
$
|
65,822
|
|
|
|
$
|
(1,233,474
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
|
|
|
|
|
||||
Provision for doubtful accounts
|
133
|
|
|
|
16,704
|
|
||
Depreciation, depletion and amortization
|
98,215
|
|
|
|
112,301
|
|
||
Impairment
|
3,475
|
|
|
|
718,194
|
|
||
Reorganization items, net
|
—
|
|
|
|
231,836
|
|
||
Debt issuance costs amortization
|
313
|
|
|
|
4,996
|
|
||
Amortization of premiums and discounts on debt
|
(231
|
)
|
|
|
2,734
|
|
||
Gain on extinguishment of debt
|
—
|
|
|
|
(41,179
|
)
|
||
Gain on debt derivatives
|
—
|
|
|
|
(1,324
|
)
|
||
Cash paid for early conversion of convertible notes
|
—
|
|
|
|
(33,452
|
)
|
||
(Gain) loss on derivative contracts
|
(46,024
|
)
|
|
|
4,823
|
|
||
Cash received on settlement of derivative contracts
|
7,700
|
|
|
|
72,608
|
|
||
Loss on settlement of contract
|
—
|
|
|
|
90,184
|
|
||
Cash paid on settlement of contract
|
—
|
|
|
|
(11,000
|
)
|
||
Stock-based compensation
|
12,616
|
|
|
|
9,075
|
|
||
Other
|
188
|
|
|
|
(3,260
|
)
|
||
Changes in operating assets and liabilities
|
5,699
|
|
|
|
(3,805
|
)
|
||
Net cash provided by (used in) operating activities
|
147,906
|
|
|
|
(64,039
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Capital expenditures for property, plant and equipment
|
(152,743
|
)
|
|
|
(186,452
|
)
|
||
Acquisition of assets
|
(48,236
|
)
|
|
|
(1,328
|
)
|
||
Proceeds from sale of assets
|
19,769
|
|
|
|
20,090
|
|
||
Net cash used in investing activities
|
(181,210
|
)
|
|
|
(167,690
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Proceeds from borrowings
|
—
|
|
|
|
489,198
|
|
||
Repayments of borrowings
|
—
|
|
|
|
(40,000
|
)
|
||
Debt issuance costs
|
(1,488
|
)
|
|
|
(333
|
)
|
||
Cash paid for tax withholdings on vested stock awards
|
(3,766
|
)
|
|
|
(44
|
)
|
||
Net cash (used in) provided by financing activities
|
(5,254
|
)
|
|
|
448,821
|
|
||
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS and RESTRICTED CASH
|
(38,558
|
)
|
|
|
217,092
|
|
||
CASH, CASH EQUIVALENTS and RESTRICTED CASH, beginning of year
|
174,071
|
|
|
|
435,588
|
|
||
CASH, CASH EQUIVALENTS and RESTRICTED CASH, end of period
|
$
|
135,513
|
|
|
|
$
|
652,680
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
||||
Cash paid for reorganization items
|
$
|
—
|
|
|
|
$
|
(11,836
|
)
|
Supplemental Disclosure of Noncash Investing and Financing Activities
|
|
|
|
|
||||
Cumulative effect of adoption of ASU 2015-02
|
$
|
—
|
|
|
|
$
|
(247,566
|
)
|
Property, plant and equipment transferred in settlement of contract
|
$
|
—
|
|
|
|
$
|
(215,635
|
)
|
Change in accrued capital expenditures
|
$
|
(15,241
|
)
|
|
|
$
|
25,045
|
|
Equity issued for debt
|
$
|
(268,779
|
)
|
|
|
$
|
(4,409
|
)
|
|
|
Counterparty
|
|
SandRidge
|
Development Costs
|
|
90% of Costs
|
|
10% of Costs
|
Initial Working Interest
|
|
80% of WI
|
|
20% of WI
|
Reversion If Counterparty Achieves 10% IRR
|
|
35% of WI
|
|
65% of WI
|
Reversion If Counterparty Achieves 15% IRR
|
|
11% of WI
|
|
89% of WI
|
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).
|
|
Fair Value Measurements
|
|
Netting(1)
|
|
Assets/Liabilities at Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
9,641
|
|
|
$
|
—
|
|
|
$
|
(1,023
|
)
|
|
$
|
8,618
|
|
Investments
|
4,918
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,918
|
|
|||||
|
$
|
4,918
|
|
|
$
|
9,641
|
|
|
$
|
—
|
|
|
$
|
(1,023
|
)
|
|
$
|
13,536
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
1,031
|
|
|
$
|
—
|
|
|
$
|
(1,023
|
)
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
1,031
|
|
|
$
|
—
|
|
|
$
|
(1,023
|
)
|
|
$
|
8
|
|
|
Fair Value Measurements
|
|
Netting(1)
|
|
Assets/Liabilities at Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Investments
|
$
|
7,541
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,541
|
|
|
$
|
7,541
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,541
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
29,714
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,714
|
|
|
$
|
—
|
|
|
$
|
29,714
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,714
|
|
|
|
Nine Months Ended September 30, 2016
|
||
Beginning balance
|
|
$
|
29,355
|
|
Gain on derivative holder conversion feature
|
|
(880
|
)
|
|
Conversions
|
|
(21,194
|
)
|
|
Write off of derivative holder conversion feature to reorganization items
|
|
(7,281
|
)
|
|
Ending balance
|
|
$
|
—
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Convertible Notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
334,800
|
|
|
$
|
268,780
|
|
Building Note
|
$
|
41,638
|
|
|
$
|
37,601
|
|
|
$
|
40,608
|
|
|
$
|
36,528
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Oil and natural gas properties
|
|
|
|
||||
Proved
|
$
|
1,004,370
|
|
|
$
|
840,201
|
|
Unproved
|
103,533
|
|
|
74,937
|
|
||
Total oil and natural gas properties
|
1,107,903
|
|
|
915,138
|
|
||
Less accumulated depreciation, depletion and impairment
|
(432,564
|
)
|
|
(353,030
|
)
|
||
Net oil and natural gas properties capitalized costs
|
675,339
|
|
|
562,108
|
|
||
|
|
|
|
||||
Land
|
5,200
|
|
|
5,100
|
|
||
Electrical infrastructure
|
131,100
|
|
|
130,242
|
|
||
Other non-oil and natural gas equipment
|
26,956
|
|
|
35,768
|
|
||
Buildings and structures
|
88,503
|
|
|
88,603
|
|
||
Total
|
251,759
|
|
|
259,713
|
|
||
Less accumulated depreciation and amortization
|
(13,339
|
)
|
|
(3,889
|
)
|
||
Other property, plant and equipment, net
|
238,420
|
|
|
255,824
|
|
||
Total property, plant and equipment, net
|
$
|
913,759
|
|
|
$
|
817,932
|
|
|
|
Gross Amounts
|
|
Gross Amounts Offset
|
|
Amounts Net of Offset
|
|
Financial Collateral
|
|
Net Amount
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative contracts - current
|
|
$
|
7,632
|
|
|
$
|
(1,024
|
)
|
|
$
|
6,608
|
|
|
$
|
—
|
|
|
$
|
6,608
|
|
Derivative contracts - noncurrent
|
|
2,009
|
|
|
1
|
|
|
2,010
|
|
|
—
|
|
|
2,010
|
|
|||||
Total
|
|
$
|
9,641
|
|
|
$
|
(1,023
|
)
|
|
$
|
8,618
|
|
|
$
|
—
|
|
|
$
|
8,618
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative contracts - current
|
|
$
|
1,031
|
|
|
$
|
(1,023
|
)
|
|
$
|
8
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
Total
|
|
$
|
1,031
|
|
|
$
|
(1,023
|
)
|
|
$
|
8
|
|
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
|
Gross Amounts
|
|
Gross Amounts Offset
|
|
Amounts Net of Offset
|
|
Financial Collateral
|
|
Net Amount
|
||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivative contracts - current
|
|
$
|
27,538
|
|
|
$
|
—
|
|
|
$
|
27,538
|
|
|
$
|
(27,538
|
)
|
|
$
|
—
|
|
Derivative contracts - noncurrent
|
|
2,176
|
|
|
—
|
|
|
2,176
|
|
|
(2,176
|
)
|
|
—
|
|
|||||
Total
|
|
$
|
29,714
|
|
|
$
|
—
|
|
|
$
|
29,714
|
|
|
$
|
(29,714
|
)
|
|
$
|
—
|
|
|
Notional (MBbls)
|
|
Weighted Average
Fixed Price
|
|||
October 2017 - December 2017
|
828
|
|
|
$
|
52.24
|
|
January 2018 - December 2018
|
2,006
|
|
|
$
|
54.87
|
|
|
Notional (MMcf)
|
|
Weighted Average
Fixed Price
|
|||
October 2017 - December 2017
|
8,280
|
|
|
$
|
3.20
|
|
January 2018 - December 2018
|
17,300
|
|
|
$
|
3.16
|
|
Type of Contract
|
|
Balance Sheet Classification
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Derivative assets
|
|
|
|
|
|
|
||||
Oil price swaps
|
|
Derivative contracts-current
|
|
$
|
5,417
|
|
|
$
|
—
|
|
Natural gas price swaps
|
|
Derivative contracts-current
|
|
2,214
|
|
|
—
|
|
||
Oil price swaps
|
|
Derivative contracts-noncurrent
|
|
1,739
|
|
|
—
|
|
||
Natural gas price swaps
|
|
Derivative contracts-noncurrent
|
|
271
|
|
|
—
|
|
||
Derivative liabilities
|
|
|
|
|
|
|
||||
Oil price swaps
|
|
Derivative contracts-current
|
|
(1,031
|
)
|
|
(13,395
|
)
|
||
Natural gas price swaps
|
|
Derivative contracts-current
|
|
—
|
|
|
(14,143
|
)
|
||
Oil price swaps
|
|
Derivative contracts-noncurrent
|
|
—
|
|
|
(2,105
|
)
|
||
Natural gas price swaps
|
|
Derivative contracts-noncurrent
|
|
—
|
|
|
(71
|
)
|
||
Total net derivative contracts
|
|
$
|
8,610
|
|
|
$
|
(29,714
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
Current
|
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(8,460
|
)
|
|
|
$
|
—
|
|
|
$
|
(8,460
|
)
|
|
|
$
|
—
|
|
State
|
3
|
|
|
|
4
|
|
|
(36
|
)
|
|
|
11
|
|
||||
Total provision
|
$
|
(8,457
|
)
|
|
|
$
|
4
|
|
|
$
|
(8,496
|
)
|
|
|
$
|
11
|
|
|
Net (Loss) Income
|
|
Weighted Average Shares
|
|
(Loss) Earnings Per Share
|
|||||
|
(In thousands, except per share amounts)
|
|||||||||
Three Months Ended September 30, 2017 (Successor)
|
|
|
|
|
|
|||||
Basic loss per share
|
$
|
(8,485
|
)
|
|
34,290
|
|
|
$
|
(0.25
|
)
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
Restricted stock awards(1)
|
—
|
|
|
—
|
|
|
|
|||
Performance share units(1)
|
—
|
|
|
—
|
|
|
|
|||
Diluted loss per share
|
$
|
(8,485
|
)
|
|
34,290
|
|
|
$
|
(0.25
|
)
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Three Months Ended September 30, 2016 (Predecessor)
|
|
|
|
|
|
|||||
Basic loss per share
|
$
|
(404,337
|
)
|
|
718,373
|
|
|
$
|
(0.56
|
)
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
Restricted stock and units(2)
|
—
|
|
|
—
|
|
|
|
|||
Diluted loss per share
|
$
|
(404,337
|
)
|
|
718,373
|
|
|
$
|
(0.56
|
)
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Nine Months Ended September 30, 2017 (Successor)
|
|
|
|
|
|
|||||
Basic earnings per share
|
$
|
65,822
|
|
|
31,750
|
|
|
$
|
2.07
|
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
Restricted stock awards
|
—
|
|
|
234
|
|
|
|
|||
Performance share units(3)
|
—
|
|
|
—
|
|
|
|
|||
Diluted earnings per share
|
$
|
65,822
|
|
|
31,984
|
|
|
$
|
2.06
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|||||
Nine Months Ended September 30, 2016 (Predecessor)
|
|
|
|
|
|
|||||
Basic loss per share
|
$
|
(1,249,795
|
)
|
|
708,788
|
|
|
$
|
(1.76
|
)
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
Restricted stock and units(2)
|
—
|
|
|
—
|
|
|
|
|||
Diluted loss per share
|
$
|
(1,249,795
|
)
|
|
708,788
|
|
|
$
|
(1.76
|
)
|
(1)
|
Restricted stock awards covering 0.1 million shares and performance share units covering an insignificant amount of shares for the three-month period ended September 30, 2017, were excluded from the computation of loss per share because their effect would have been antidilutive. See Note 12 for discussion of the Company’s share and incentive-based compensation awards.
|
(2)
|
No incremental shares of potentially dilutive restricted stock awards or units were included for the three and nine-month periods ended September 30, 2016, as their effect was antidilutive under the treasury stock method. See Note 12 for discussion of the Company’s share and incentive-based compensation awards.
|
(3)
|
No incremental shares of potentially dilutive performance share units were included for the nine-month period ended September 30, 2017, as their effect was antidilutive under the treasury stock method. See Note 12 for discussion of the Company’s share and incentive-based compensation awards.
|
|
Number of
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||
|
(In thousands)
|
|
|
|||
Unvested restricted shares outstanding at December 31, 2016
|
1,407
|
|
|
$
|
24.32
|
|
Granted
|
640
|
|
|
$
|
20.04
|
|
Vested
|
(464
|
)
|
|
$
|
22.41
|
|
Forfeited / Canceled
|
(96
|
)
|
|
$
|
23.52
|
|
Unvested restricted shares outstanding at September 30, 2017
|
1,487
|
|
|
$
|
23.13
|
|
|
Number of
Shares
|
|
Weighted-Average Grant Date Fair Value
|
|||
|
(In thousands)
|
|
|
|||
Unvested restricted shares outstanding at December 31, 2015
|
5,626
|
|
|
$
|
4.85
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
(3,034
|
)
|
|
$
|
5.34
|
|
Forfeited / Canceled
|
(158
|
)
|
|
$
|
6.25
|
|
Unvested restricted shares outstanding at September 30, 2016
|
2,434
|
|
|
$
|
4.15
|
|
•
|
Overview;
|
•
|
Consolidated Results of Operations;
|
•
|
Liquidity and Capital Resources;
|
•
|
Critical Accounting Policies and Estimates; and
|
•
|
Valuation Allowance.
|
•
|
First Lien Credit Agreement. All outstanding obligations under the senior secured revolving credit facility (the “senior credit facility”) were canceled, and the $425.0 million First Lien Exit Facility was established. The First Lien Exit Facility was refinanced in February 2017 as discussed in “Liquidity and Capital Resources.”
|
•
|
Cash Collateral Account. We deposited $50.0 million of cash collateral in an account controlled by the administrative agent to the First Lien Exit Facility. This deposit was released to us in February 2017 in conjunction with the refinancing of the First Lien Exit Facility as discussed in “Liquidity and Capital Resources.”
|
•
|
Senior Secured Notes. All outstanding obligations under the 8.75% Senior Secured Notes due 2020 issued in June 2015 and the $78.0 million principal 8.75% Senior Secured Notes due 2020 issued to Piñon Gathering Company, LLC in October 2015, (collectively, the “Senior Secured Notes”) were canceled and exchanged for approximately 13.7 million of the 18.9 million shares of the Successor Company’s Common Stock, issued at emergence. Additionally, claims under the Senior Secured Notes received approximately $281.8 million principal value of Convertible Notes. The remaining principal outstanding on the Convertible Notes mandatorily converted into shares of Common Stock upon the refinancing of the First Lien Exit Facility in February 2017, as discussed in “Liquidity and Capital Resources.”
|
•
|
General Unsecured Claims. The Predecessor Company’s general unsecured claims, including the Senior Unsecured Notes and the Convertible Senior Unsecured Notes, became entitled to receive their proportionate share of (a) approximately $36.7 million in cash, (b) approximately 5.7 million shares of Common Stock, 5.2 million of which was issued immediately
|
•
|
Building Note. The Building Note with a principal amount of $35.0 million ($36.6 million fair value on the Emergence
|
•
|
Preferred and Common Stock. The Predecessor Company’s 7.0% and 8.5% convertible perpetual preferred stock and common stock were canceled and released under the Plan.
|
•
|
Total production for the three-month period ended September 30, 2017, was comprised of approximately 26.7% oil, 50.7% natural gas and 22.6% NGLs compared to 28.1% oil, 47.8% natural gas and 24.1% NGLs in the same period of 2016. Total production for the nine-month period ended September 30, 2017, was comprised of approximately 27.5% oil, 49.6% natural gas and 22.9% NGLs compared to 28.7% oil, 48.9% natural gas and 22.4% NGLs in the same period of 2016.
|
•
|
Increased total rigs drilling to three at September 30, 2017, from one at September 30, 2016.
|
•
|
Drilled nine and 14 wells, respectively, in the Mid-Continent during the three and nine-month periods ended September 30, 2017, compared to three and 13 wells drilled during the same periods in 2016, respectively. Drilled four and six wells, respectively, in the North Park Basin during the three and nine-month periods ended September 30, 2017, compared to drilling two and 12 wells during the same periods in 2016, respectively.
|
•
|
In the third quarter of 2017, we entered into a $200.0 million drilling participation agreement with a Counterparty to jointly develop new horizontal wells on a wellbore only basis within certain dedicated sections of our undeveloped leasehold acreage within the NW STACK. See “Note 2 - Recent Transactions” to the accompanying unaudited condensed consolidated financial statements for additional discussion of the drilling participation agreement.
|
•
|
Discontinued all remaining drilling and oilfield services operations in 2016, and as a result, our drilling and oilfield services operations no longer constituted a reportable segment in 2017.
|
•
|
Transferred substantially all oil and natural gas properties and midstream assets located in the Piñon field in the WTO and $11.0 million in cash to Occidental in January 2016 in exchange for the release from all past, current and future claims and obligations under an existing 30-year treating agreement with Occidental. Our midstream and marketing operations no longer constitute a reportable segment in 2017.
|
•
|
On February 10, 2017, we acquired approximately 13,000 net acres in Woodward County, Oklahoma for approximately $47.7 million in cash. Also included in the acquisition were working interests in four wells previously drilled on the acreage.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Oil (per Bbl)
|
|
$
|
48.20
|
|
|
$
|
44.94
|
|
|
$
|
49.36
|
|
|
$
|
41.53
|
|
Natural gas (per Mcf)
|
|
$
|
2.95
|
|
|
$
|
2.79
|
|
|
$
|
3.05
|
|
|
$
|
2.35
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
Production data (in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||
Oil (MBbls)
|
954
|
|
|
|
1,282
|
|
|
3,130
|
|
|
|
4,315
|
|
||||
NGL (MBbls)
|
807
|
|
|
|
1,103
|
|
|
2,601
|
|
|
|
3,358
|
|
||||
Natural gas (MMcf)
|
10,850
|
|
|
|
13,079
|
|
|
33,883
|
|
|
|
44,124
|
|
||||
Total volumes (MBoe)
|
3,569
|
|
|
|
4,565
|
|
|
11,378
|
|
|
|
15,027
|
|
||||
Average daily total volumes (MBoe/d)
|
38.8
|
|
|
|
49.6
|
|
|
41.7
|
|
|
|
54.8
|
|
||||
Average prices—as reported(1)
|
|
|
|
|
|
|
|
|
|
||||||||
Oil (per Bbl)
|
$
|
46.16
|
|
|
|
$
|
42.82
|
|
|
$
|
47.22
|
|
|
|
$
|
36.85
|
|
NGL (per Bbl)
|
$
|
19.07
|
|
|
|
$
|
13.90
|
|
|
$
|
16.52
|
|
|
|
$
|
12.67
|
|
Natural gas (per Mcf)
|
$
|
1.95
|
|
|
|
$
|
2.27
|
|
|
$
|
2.14
|
|
|
|
$
|
1.78
|
|
Total (per Boe)
|
$
|
22.57
|
|
|
|
$
|
21.89
|
|
|
$
|
23.14
|
|
|
|
$
|
18.63
|
|
Average prices—including impact of derivative contract settlements(2)
|
|
|
|
|
|
|
|
|
|
||||||||
Oil (per Bbl)
|
$
|
49.67
|
|
|
|
$
|
53.75
|
|
|
$
|
49.42
|
|
|
|
$
|
51.05
|
|
NGL (per Bbl)
|
$
|
19.07
|
|
|
|
$
|
13.90
|
|
|
$
|
16.52
|
|
|
|
$
|
12.67
|
|
Natural gas (per Mcf)
|
$
|
2.10
|
|
|
|
$
|
2.32
|
|
|
$
|
2.16
|
|
|
|
$
|
1.77
|
|
Total (per Boe)
|
$
|
23.97
|
|
|
|
$
|
25.10
|
|
|
$
|
23.81
|
|
|
|
$
|
22.70
|
|
(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,
|
||||||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||||||||||
|
Production (MBoe)
|
|
% of Total
|
|
|
Production (MBoe)
|
|
% of Total
|
|
Production (MBoe)
|
|
% of Total
|
|
|
Production (MBoe)
|
|
% of Total
|
||||||||
Mid-Continent
|
3,314
|
|
|
92.9
|
%
|
|
|
4,250
|
|
|
93.1
|
%
|
|
10,511
|
|
|
92.4
|
%
|
|
|
14,119
|
|
|
94.0
|
%
|
North Park Basin
|
128
|
|
|
3.6
|
%
|
|
|
161
|
|
|
3.5
|
%
|
|
473
|
|
|
4.2
|
%
|
|
|
320
|
|
|
2.1
|
%
|
Permian Basin
|
127
|
|
|
3.5
|
%
|
|
|
153
|
|
|
3.4
|
%
|
|
394
|
|
|
3.4
|
%
|
|
|
489
|
|
|
3.3
|
%
|
Other
|
—
|
|
|
—
|
%
|
|
|
1
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
|
99
|
|
|
0.6
|
%
|
Total
|
3,569
|
|
|
100.0
|
%
|
|
|
4,565
|
|
|
100.0
|
%
|
|
11,378
|
|
|
100.0
|
%
|
|
|
15,027
|
|
|
100.0
|
%
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
Oil
|
$
|
44,032
|
|
|
|
$
|
54,898
|
|
|
$
|
147,792
|
|
|
|
$
|
159,023
|
|
NGL
|
15,391
|
|
|
|
15,336
|
|
|
42,962
|
|
|
|
42,541
|
|
||||
Natural gas
|
21,117
|
|
|
|
29,700
|
|
|
72,481
|
|
|
|
78,407
|
|
||||
Other
|
352
|
|
|
|
4,122
|
|
|
858
|
|
|
|
13,838
|
|
||||
Total revenues
|
$
|
80,892
|
|
|
|
$
|
104,056
|
|
|
$
|
264,093
|
|
|
|
$
|
293,809
|
|
|
Three Months Ended September 30
|
|
Nine Months Ended September 30
|
||||
2016 oil, natural gas and NGL revenues
|
$
|
99,934
|
|
|
$
|
279,971
|
|
Change due to production volumes
|
(23,280
|
)
|
|
(71,406
|
)
|
||
Change due to average prices
|
3,886
|
|
|
54,670
|
|
||
2017 oil, natural gas and NGL revenues
|
$
|
80,540
|
|
|
$
|
263,235
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
Production
|
$
|
26,765
|
|
|
|
$
|
39,640
|
|
|
$
|
76,997
|
|
|
|
$
|
129,608
|
|
Production taxes
|
3,606
|
|
|
|
2,278
|
|
|
9,435
|
|
|
|
6,107
|
|
||||
Depreciation and depletion—oil and natural gas
|
31,029
|
|
|
|
27,725
|
|
|
87,486
|
|
|
|
90,978
|
|
||||
Depreciation and amortization—other
|
3,399
|
|
|
|
7,514
|
|
|
10,729
|
|
|
|
21,323
|
|
||||
Impairment
|
498
|
|
|
|
354,451
|
|
|
3,475
|
|
|
|
718,194
|
|
||||
General and administrative
|
20,292
|
|
|
|
29,145
|
|
|
63,999
|
|
|
|
134,447
|
|
||||
Loss (gain) on derivative contracts
|
11,702
|
|
|
|
(338
|
)
|
|
(46,024
|
)
|
|
|
4,823
|
|
||||
Loss on settlement of contract
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
90,184
|
|
||||
Other operating (income) expense
|
(132
|
)
|
|
|
979
|
|
|
135
|
|
|
|
4,348
|
|
||||
Total expenses
|
$
|
97,159
|
|
|
|
$
|
461,394
|
|
|
$
|
206,232
|
|
|
|
$
|
1,200,012
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
Full cost pool ceiling limitation(1)
|
$
|
—
|
|
|
|
$
|
297,995
|
|
|
$
|
—
|
|
|
|
$
|
657,392
|
|
Drilling assets(2)(3)
|
498
|
|
|
|
856
|
|
|
3,475
|
|
|
|
3,511
|
|
||||
Electrical transmission assets(4)
|
—
|
|
|
|
55,600
|
|
|
—
|
|
|
|
55,600
|
|
||||
Midstream assets(5)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
1,691
|
|
||||
|
$
|
498
|
|
|
|
$
|
354,451
|
|
|
$
|
3,475
|
|
|
|
$
|
718,194
|
|
(1)
|
Impairment recorded for the three and nine-month periods ended September 30, 2016, largely resulted from a decrease in the twelve-month weighted average oil and natural gas prices in the first half of 2016 and downward revisions to forecasted reserves due to a decrease in projected Mid-Continent production volumes in the third quarter of 2016.
|
(2)
|
Impairment for the three and nine-month periods ended September 30, 2017, reflects the write-down of remaining drilling and oilfield services assets classified as held for sale to net realizable value.
|
(3)
|
Impairment for the three and nine-month periods ended September 30, 2016, reflects the write-down of certain drilling assets after determining their future use was limited due to the Predecessor Company’s discontinued operations in the Permian region.
|
(4)
|
Impairment in the three and nine-month periods ended September 30, 2016, resulted from a decrease in projected Mid-Continent production volumes supporting the system’s usage.
|
(5)
|
Impairment in the nine-month period ended September 30, 2016, was recorded on compressors and various other midstream services equipment after determining that their future use was limited.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
Other (expense) income
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
$
|
(872
|
)
|
|
|
$
|
(3,343
|
)
|
|
$
|
(2,757
|
)
|
|
|
$
|
(126,099
|
)
|
Gain on extinguishment of debt
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
41,179
|
|
||||
Reorganization items
|
—
|
|
|
|
(42,754
|
)
|
|
—
|
|
|
|
(243,672
|
)
|
||||
Other income (expense), net
|
197
|
|
|
|
(898
|
)
|
|
2,222
|
|
|
|
1,332
|
|
||||
Total other expense
|
$
|
(675
|
)
|
|
|
$
|
(46,995
|
)
|
|
$
|
(535
|
)
|
|
|
$
|
(327,260
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
2017
|
|
|
2016
|
|
2017
|
|
|
2016
|
||||||||
Interest expense, net
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense on debt
|
$
|
1,255
|
|
|
|
$
|
3,796
|
|
|
$
|
3,740
|
|
|
|
$
|
123,350
|
|
Amortization of debt issuance costs, discounts and premium
|
(78
|
)
|
|
|
—
|
|
|
(231
|
)
|
|
|
7,730
|
|
||||
Gain on long-term debt holder conversion feature
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
(1,324
|
)
|
||||
Capitalized interest
|
—
|
|
|
|
(207
|
)
|
|
—
|
|
|
|
(2,240
|
)
|
||||
Total
|
1,177
|
|
|
|
3,589
|
|
|
3,509
|
|
|
|
127,516
|
|
||||
Less: interest income
|
(305
|
)
|
|
|
(246
|
)
|
|
(752
|
)
|
|
|
(1,417
|
)
|
||||
Total interest expense, net
|
$
|
872
|
|
|
|
$
|
3,343
|
|
|
$
|
2,757
|
|
|
|
$
|
126,099
|
|
|
Nine Months Ended September 30,
|
|||||||
|
Successor
|
|
|
Predecessor
|
||||
|
2017
|
|
|
2016
|
||||
Cash flows provided by (used in) operating activities
|
$
|
147,906
|
|
|
|
$
|
(64,039
|
)
|
Cash flows used in investing activities
|
(181,210
|
)
|
|
|
(167,690
|
)
|
||
Cash flows (used in) provided by financing activities
|
(5,254
|
)
|
|
|
448,821
|
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(38,558
|
)
|
|
|
$
|
217,092
|
|
|
Nine Months Ended September 30,
|
|||||||
|
Successor
|
|
|
Predecessor
|
||||
|
2017
|
|
|
2016
|
||||
Capital Expenditures (on an accrual basis)
|
|
|
|
|
||||
Exploration and production
|
$
|
166,296
|
|
|
|
$
|
155,627
|
|
Other - operating
|
282
|
|
|
|
3,108
|
|
||
Other - corporate
|
1,406
|
|
|
|
2,672
|
|
||
Capital expenditures, excluding acquisitions
|
167,984
|
|
|
|
161,407
|
|
||
Acquisitions
|
48,236
|
|
|
|
1,328
|
|
||
Total
|
$
|
216,220
|
|
|
|
$
|
162,735
|
|
Credit Facility
|
$
|
—
|
|
Building Note
|
37,601
|
|
|
Total Debt
|
$
|
37,601
|
|
•
|
increased the principal amount of commitments to $600.0 million from $425.0 million;
|
•
|
extended the maturity date to March 31, 2020, from February 4, 2020;
|
•
|
borrowing base determinations now include our proportionately consolidated share of proved reserves held by the Royalty Trusts;
|
•
|
reduced the interest rate from a flat base rate of LIBOR plus 4.75% per annum to a pricing grid tied to borrowing base utilization of (A) LIBOR plus an applicable margin that varies from 3.00% to 4.00% per annum, or (B) the base rate plus an applicable margin that varies from 2.00% to 3.00% per annum;
|
•
|
reduced the LIBOR floor from 1% to 0%;
|
•
|
eliminated the minimum proved developing producing reserves asset coverage ratio;
|
•
|
removed the requirement to maintain $50.0 million in a cash collateral account controlled by the administrative agent;
|
•
|
eliminated the holiday from borrowing base determinations and the maximum consolidated total net leverage ratio and the minimum consolidated interest coverage ratio covenants; and
|
•
|
eliminated certain negative covenants, such as the $20.0 million liquidity requirement and the limitation on capital expenditures.
|
|
Notional (MBbls)
|
|
Weighted Average
Fixed Price
|
|||
October 2017 - December 2017
|
828
|
|
|
$
|
52.24
|
|
January 2018 - December 2018
|
2,006
|
|
|
$
|
54.87
|
|
|
Notional (MMcf)
|
|
Weighted Average
Fixed Price
|
|||
October 2017 - December 2017
|
8,280
|
|
|
$
|
3.20
|
|
January 2018 - December 2018
|
17,300
|
|
|
$
|
3.16
|
|
Period
|
Total Number of Shares Purchased(1)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program
|
|
Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in Millions)
|
||||
July 1, 2017 — July 31, 2017
|
44,999
|
|
|
$
|
19.44
|
|
|
N/A
|
|
|
N/A
|
August 1, 2017 — August 31, 2017
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
|
N/A
|
September 1, 2017 — September 30, 2017
|
—
|
|
|
$
|
—
|
|
|
N/A
|
|
|
N/A
|
Total
|
44,999
|
|
|
|
|
—
|
|
|
|
(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.
|
|
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
|
2.1
|
|
8-A
|
|
001-33784
|
|
2.1
|
|
10/4/2016
|
|
|
3.1
|
|
8-A
|
|
001-33784
|
|
3.1
|
|
10/4/2016
|
|
|
3.2
|
|
8-A
|
|
001-33784
|
|
3.2
|
|
10/4/2016
|
|
|
10.1.1.1†
|
|
|
|
|
|
|
|
|
*
|
|
10.1.2.1†
|
|
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*
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10.1.4.1†
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*
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10.1.6.1†
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*
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31.1
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*
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31.2
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*
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32.1
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*
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101.INS
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XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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*
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101.SCH
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XBRL Taxonomy Extension Schema Document
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*
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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*
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101.DEF
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XBRL Taxonomy Extension Definition Document
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*
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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*
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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1.
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I have reviewed this quarterly report on Form 10-Q of SandRidge Energy, Inc.;
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2.
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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;
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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;
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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;
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(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;
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(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
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(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
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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
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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
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Julian Bott
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Executive Vice President and Chief Financial Officer
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/s/ James D. Bennett
|
James D. Bennett
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President and Chief Executive Officer
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/s/ Julian Bott
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Julian Bott
|
Executive Vice President and Chief Financial Officer
|