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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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þ
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Non-accelerated filer
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o
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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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ITEM 1.
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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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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,
2016 |
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December 31,
2015 |
||||
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(Unaudited)
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||||||
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ASSETS
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||||
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Current assets
|
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|
||||
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Cash and cash equivalents
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$
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652,680
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$
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435,588
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Accounts receivable, net
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61,446
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127,387
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Derivative contracts
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10,192
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84,349
|
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Prepaid expenses
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12,514
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6,833
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Other current assets
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1,003
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|
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19,931
|
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Total current assets
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737,835
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674,088
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Oil and natural gas properties, using full cost method of accounting
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|
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|
||||
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Proved
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12,093,492
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12,529,681
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Unproved
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322,580
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363,149
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Less: accumulated depreciation, depletion and impairment
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(11,637,538
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)
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(11,149,888
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)
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778,534
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1,742,942
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Other property, plant and equipment, net
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357,528
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491,760
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Derivative contracts
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70
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|
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—
|
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Other assets
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12,537
|
|
|
13,237
|
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Total assets
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$
|
1,886,504
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$
|
2,922,027
|
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September 30,
2016 |
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December 31,
2015 |
||||
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(Unaudited)
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||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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||||
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Current liabilities
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||||
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Accounts payable and accrued expenses
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$
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140,448
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$
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428,417
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Derivative contracts
|
2,982
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|
|
573
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|
||
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Asset retirement obligations
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8,573
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|
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8,399
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|
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Total current liabilities
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152,003
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437,389
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Long-term debt
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—
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3,562,378
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|
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Derivative contracts
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935
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|
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—
|
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Asset retirement obligations
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62,896
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95,179
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Other long-term obligations
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3
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|
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14,814
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Liabilities subject to compromise
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4,346,188
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—
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Total liabilities
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4,562,025
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4,109,760
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Commitments and contingencies (Note 8)
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Equity (deficit)
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SandRidge Energy, Inc. stockholders’ equity (deficit)
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Preferred stock, $0.001 par value, 50,000 shares authorized
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8.5% Convertible perpetual preferred stock; 2,650 shares issued and outstanding at September 30, 2016 and December 31, 2015; aggregate liquidation preference of $265,000
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3
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3
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7.0% Convertible perpetual preferred stock; 2,597 shares issued and outstanding at September 30, 2016; aggregate liquidation preference of $259,700; 2,770 shares issued and outstanding at December 31, 2015; aggregate liquidation preference of $277,000
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3
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3
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Common stock, $0.001 par value; 1,800,000 shares authorized; 720,936 issued and 719,425 outstanding at September 30, 2016 and 635,584 issued and 633,471 outstanding at December 31, 2015
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718
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630
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Additional paid-in capital
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5,315,655
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5,301,136
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Additional paid-in capital—stockholder receivable
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(1,250
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)
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(1,250
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)
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Treasury stock, at cost
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(5,218
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)
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(5,742
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)
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Accumulated deficit
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(7,985,411
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)
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(6,992,697
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)
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Total SandRidge Energy, Inc. stockholders’ deficit
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(2,675,500
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)
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(1,697,917
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)
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Noncontrolling interest
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(21
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)
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510,184
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Total stockholders’ deficit
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(2,675,521
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)
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(1,187,733
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)
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Total liabilities and stockholders’ deficit
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$
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1,886,504
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$
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2,922,027
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
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(Unaudited)
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||||||||||||||
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Revenues
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Oil, natural gas and NGL
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$
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99,934
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$
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165,135
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$
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279,971
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$
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575,399
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Midstream and marketing
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3,004
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8,838
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10,545
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26,208
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|
||||
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Drilling and services
|
886
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4,572
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|
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2,342
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|
|
19,658
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|
||||
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Other
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232
|
|
|
1,607
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|
|
951
|
|
|
3,802
|
|
||||
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Total revenues
|
104,056
|
|
|
180,152
|
|
|
293,809
|
|
|
625,067
|
|
||||
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Expenses
|
|
|
|
|
|
|
|
||||||||
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Production
|
39,640
|
|
|
72,884
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|
|
129,608
|
|
|
244,158
|
|
||||
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Production taxes
|
2,278
|
|
|
3,652
|
|
|
6,107
|
|
|
12,548
|
|
||||
|
Cost of sales
|
563
|
|
|
4,323
|
|
|
5,302
|
|
|
22,034
|
|
||||
|
Midstream and marketing
|
—
|
|
|
6,633
|
|
|
1,840
|
|
|
22,464
|
|
||||
|
Depreciation and depletion—oil and natural gas
|
26,335
|
|
|
66,501
|
|
|
86,613
|
|
|
266,906
|
|
||||
|
Depreciation and amortization—other
|
7,514
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|
|
11,379
|
|
|
21,323
|
|
|
37,234
|
|
||||
|
Accretion of asset retirement obligations
|
1,390
|
|
|
1,132
|
|
|
4,365
|
|
|
3,323
|
|
||||
|
Impairment
|
354,451
|
|
|
1,074,588
|
|
|
718,194
|
|
|
3,647,845
|
|
||||
|
General and administrative
|
29,145
|
|
|
34,233
|
|
|
134,447
|
|
|
108,764
|
|
||||
|
(Gain) loss on derivative contracts
|
(338
|
)
|
|
(42,211
|
)
|
|
4,823
|
|
|
(59,034
|
)
|
||||
|
Loss on settlement of contract
|
—
|
|
|
—
|
|
|
90,184
|
|
|
—
|
|
||||
|
Loss (gain) on sale of assets
|
416
|
|
|
6,771
|
|
|
(2,794
|
)
|
|
2,097
|
|
||||
|
Total expenses
|
461,394
|
|
|
1,239,885
|
|
|
1,200,012
|
|
|
4,308,339
|
|
||||
|
Loss from operations
|
(357,338
|
)
|
|
(1,059,733
|
)
|
|
(906,203
|
)
|
|
(3,683,272
|
)
|
||||
|
Other (expense) income
|
|
|
|
|
|
|
|
||||||||
|
Interest expense (excludes $36.9 and $74.5 million of contractual interest expense on debt subject to compromise for the three and nine month-periods ended September 30, 2016)
|
(3,343
|
)
|
|
(77,000
|
)
|
|
(126,099
|
)
|
|
(213,569
|
)
|
||||
|
Gain on extinguishment of debt
|
—
|
|
|
340,699
|
|
|
41,179
|
|
|
358,633
|
|
||||
|
Reorganization items, net
|
(42,754
|
)
|
|
—
|
|
|
(243,672
|
)
|
|
—
|
|
||||
|
Other (expense) income, net
|
(898
|
)
|
|
(426
|
)
|
|
1,332
|
|
|
1,208
|
|
||||
|
Total other (expense) income
|
(46,995
|
)
|
|
263,273
|
|
|
(327,260
|
)
|
|
146,272
|
|
||||
|
Loss before income taxes
|
(404,333
|
)
|
|
(796,460
|
)
|
|
(1,233,463
|
)
|
|
(3,537,000
|
)
|
||||
|
Income tax expense
|
4
|
|
|
25
|
|
|
11
|
|
|
90
|
|
||||
|
Net loss
|
(404,337
|
)
|
|
(796,485
|
)
|
|
(1,233,474
|
)
|
|
(3,537,090
|
)
|
||||
|
Less: net loss attributable to noncontrolling interest
|
—
|
|
|
(156,073
|
)
|
|
—
|
|
|
(493,243
|
)
|
||||
|
Net loss attributable to SandRidge Energy, Inc.
|
(404,337
|
)
|
|
(640,412
|
)
|
|
(1,233,474
|
)
|
|
(3,043,847
|
)
|
||||
|
Preferred stock dividends
|
—
|
|
|
9,114
|
|
|
16,321
|
|
|
27,069
|
|
||||
|
Loss applicable to SandRidge Energy, Inc. common stockholders
|
$
|
(404,337
|
)
|
|
$
|
(649,526
|
)
|
|
$
|
(1,249,795
|
)
|
|
$
|
(3,070,916
|
)
|
|
Loss per share
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
(0.56
|
)
|
|
$
|
(1.23
|
)
|
|
$
|
(1.76
|
)
|
|
$
|
(6.14
|
)
|
|
Diluted
|
$
|
(0.56
|
)
|
|
$
|
(1.23
|
)
|
|
$
|
(1.76
|
)
|
|
$
|
(6.14
|
)
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
718,373
|
|
|
526,388
|
|
|
708,788
|
|
|
500,077
|
|
||||
|
Diluted
|
718,373
|
|
|
526,388
|
|
|
708,788
|
|
|
500,077
|
|
||||
|
|
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, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Balance at December 31, 2015
|
5,420
|
|
|
$
|
6
|
|
|
633,471
|
|
|
$
|
630
|
|
|
$
|
5,299,886
|
|
|
$
|
(5,742
|
)
|
|
$
|
(6,992,697
|
)
|
|
$
|
510,184
|
|
|
$
|
(1,187,733
|
)
|
|
Cumulative effect of adoption of ASU 2015-02
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257,081
|
|
|
(510,205
|
)
|
|
(253,124
|
)
|
|||||||
|
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||||
|
Retirement of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Stock distributions, net of purchases - retirement plans
|
—
|
|
|
—
|
|
|
603
|
|
|
—
|
|
|
(860
|
)
|
|
524
|
|
|
—
|
|
|
—
|
|
|
(336
|
)
|
|||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,102
|
|
|||||||
|
Cancellations of restricted stock awards, net of issuance
|
—
|
|
|
—
|
|
|
(2,184
|
)
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Common stock issued for debt
|
—
|
|
|
—
|
|
|
84,390
|
|
|
84
|
|
|
4,325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,409
|
|
|||||||
|
Conversion of preferred stock to common stock
|
(173
|
)
|
|
—
|
|
|
2,220
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,233,474
|
)
|
|
—
|
|
|
(1,233,474
|
)
|
|||||||
|
Convertible perpetual preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,321
|
)
|
|
—
|
|
|
(16,321
|
)
|
|||||||
|
Balance at September 30, 2016
|
5,247
|
|
|
$
|
6
|
|
|
718,500
|
|
|
$
|
718
|
|
|
$
|
5,314,405
|
|
|
$
|
(5,218
|
)
|
|
$
|
(7,985,411
|
)
|
|
$
|
(21
|
)
|
|
$
|
(2,675,521
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(Unaudited)
|
||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
|
Net loss
|
$
|
(1,233,474
|
)
|
|
$
|
(3,537,090
|
)
|
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
|
|
|
|
||||
|
Provision for doubtful accounts
|
16,704
|
|
|
—
|
|
||
|
Depreciation, depletion and amortization
|
107,936
|
|
|
304,140
|
|
||
|
Accretion of asset retirement obligations
|
4,365
|
|
|
3,323
|
|
||
|
Impairment
|
718,194
|
|
|
3,647,845
|
|
||
|
Reorganization items, net
|
231,836
|
|
|
—
|
|
||
|
Debt issuance costs amortization
|
4,996
|
|
|
8,324
|
|
||
|
Amortization of discount, net of premium, on debt
|
2,734
|
|
|
1,053
|
|
||
|
Gain on extinguishment of debt
|
(41,179
|
)
|
|
(358,633
|
)
|
||
|
Write off of debt issuance costs
|
—
|
|
|
7,108
|
|
||
|
Gain on debt derivatives
|
(1,324
|
)
|
|
(10,146
|
)
|
||
|
Cash paid for early conversion of convertible notes
|
(33,452
|
)
|
|
(2,708
|
)
|
||
|
Loss (gain) on derivative contracts
|
4,823
|
|
|
(59,034
|
)
|
||
|
Cash received on settlement of derivative contracts
|
72,608
|
|
|
278,581
|
|
||
|
Loss on settlement of contract
|
90,184
|
|
|
—
|
|
||
|
Cash paid on settlement of contract
|
(11,000
|
)
|
|
—
|
|
||
|
(Gain) loss on sale of assets
|
(2,794
|
)
|
|
2,097
|
|
||
|
Stock-based compensation
|
9,075
|
|
|
15,170
|
|
||
|
Other
|
(466
|
)
|
|
1,772
|
|
||
|
Changes in operating assets and liabilities
|
(3,805
|
)
|
|
59,084
|
|
||
|
Net cash (used in) provided by operating activities
|
(64,039
|
)
|
|
360,886
|
|
||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
|
Capital expenditures for property, plant and equipment
|
(186,452
|
)
|
|
(761,905
|
)
|
||
|
Acquisition of assets
|
(1,328
|
)
|
|
(3,231
|
)
|
||
|
Proceeds from sale of assets
|
20,090
|
|
|
35,387
|
|
||
|
Net cash used in investing activities
|
(167,690
|
)
|
|
(729,749
|
)
|
||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
|
Proceeds from borrowings
|
489,198
|
|
|
2,190,000
|
|
||
|
Repayments of borrowings
|
(40,000
|
)
|
|
(1,034,466
|
)
|
||
|
Debt issuance costs
|
(333
|
)
|
|
(48,021
|
)
|
||
|
Noncontrolling interest distributions
|
—
|
|
|
(115,301
|
)
|
||
|
Purchase of treasury stock
|
(44
|
)
|
|
(3,198
|
)
|
||
|
Dividends paid — preferred
|
—
|
|
|
(11,262
|
)
|
||
|
Net cash provided by financing activities
|
448,821
|
|
|
977,752
|
|
||
|
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
217,092
|
|
|
608,889
|
|
||
|
CASH AND CASH EQUIVALENTS, beginning of year
|
435,588
|
|
|
181,253
|
|
||
|
CASH AND CASH EQUIVALENTS, end of period
|
$
|
652,680
|
|
|
$
|
790,142
|
|
|
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
|
$
|
25,045
|
|
|
$
|
160,853
|
|
|
Equity issued for debt
|
$
|
4,409
|
|
|
$
|
(35,147
|
)
|
|
Preferred stock dividends paid in common stock
|
$
|
—
|
|
|
$
|
(16,188
|
)
|
|
•
|
First Lien Credit Agreement.
All outstanding obligations under the senior secured revolving credit facility (the “senior credit facility”) were canceled, and claims under the senior credit facility received their proportionate share of (a)
$35.0 million
in cash and (b) participation in the newly established
$425.0 million
reserve-based revolving credit facility (the “New First Lien Exit Facility”). Refer to Note 6 for additional information.
|
|
•
|
Cash Collateral Account.
The Company deposited
$50.0 million
of cash in an account controlled by the administrative agent to the New First Lien Exit Facility (the “Cash Collateral Account”) from the Emergence Date until the first borrowing base redetermination in October 2018 (the “Protected Period”); provided that (a) (i)
$12.5 million
will be released to the Company upon delivery of an acceptable business plan to the administrative agent, (ii)
$12.5 million
will be released to the Company upon achievement for two consecutive quarters of certain milestones set forth in the business plan and (b) to the extent the foregoing amounts are not released to the Company, up to
$25.0 million
will be released to the Company upon meeting a minimum
2.00
:1.00 ratio of proved developed producing reserves to aggregate principal loan commitments under the New First Lien Exit Facility at any time after July 4, 2017.
|
|
•
|
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 (“PGC) in October 2015, (the “PGC Senior Secured Notes”) (collectively, “Senior Secured Notes”) were canceled and exchanged for approximately
13.7 million
of the
18.9 million
shares of common stock in the Successor Company (the “New Common Stock”) issued at emergence. Additionally, claims under the Senior Secured Notes received approximately
$281.8 million
of newly issued, non-interest bearing
0.00%
convertible senior subordinated notes due 2020, (the “New Convertible Notes”), which are mandatorily convertible into approximately
15.0 million
shares of New Common Stock upon the first to occur of several triggering events, one of which is maturity. Refer to Note 6 and Note 9 for additional information.
|
|
•
|
General Unsecured Claims.
The Company’s general unsecured claims, including the
8.75%
Senior Notes due 2020,
7.5%
Senior Notes due 2021,
8.125%
Senior Notes due 2022, and
7.5%
Senior Notes due 2023 (collectively, the “Senior
|
|
•
|
New Building Note
. A note with a principal amount of
$35.0 million
, which is secured by first priority mortgages on the Company’s headquarters facility and certain other non-oil and gas real property located in downtown Oklahoma City, Oklahoma (the “New Building Note”) was issued and purchased on the emergence date for
$26.8 million
in cash, net of certain fees and expenses, by certain holders of the Unsecured Senior Notes. Refer to Note 6 for additional information.
|
|
•
|
Preferred and Common Stock.
The Company’s existing
7.0%
and
8.5%
convertible perpetual preferred stock and common stock were canceled and released under the Plan without receiving any recovery on account thereof. Refer to Note 9 for additional information.
|
|
|
September 30,
2016 |
||
|
Current maturities of long-term debt and accrued interest
|
$
|
4,179,483
|
|
|
Accounts payable and accrued expenses
|
157,422
|
|
|
|
Other long-term liabilities
|
9,283
|
|
|
|
Liabilities subject to compromise
|
$
|
4,346,188
|
|
|
|
Three Months Ended September 30, 2016
|
|
Nine Months Ended September 30, 2016
|
||||
|
Unamortized debt premiums and discounts
|
$
|
—
|
|
|
$
|
(95,296
|
)
|
|
Unamortized debt issuance costs
|
(5
|
)
|
|
(63,292
|
)
|
||
|
Debt holder conversion feature and mandatory prepayment feature - PGC Senior Secured Notes
|
—
|
|
|
9,777
|
|
||
|
Estimated litigation claims
|
—
|
|
|
(20,478
|
)
|
||
|
Rejections and cures of executory contracts
|
(3,148
|
)
|
|
(21,309
|
)
|
||
|
Ad valorem and franchise taxes
|
—
|
|
|
(3,494
|
)
|
||
|
Legal and professional fees and expenses
|
(45,176
|
)
|
|
(55,935
|
)
|
||
|
Adjustment of pre-petition accounts payable settlements
|
5,575
|
|
|
6,355
|
|
||
|
Reorganization items
|
$
|
(42,754
|
)
|
|
$
|
(243,672
|
)
|
|
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, 2016
|
|
|
|
|
|
|
|
|
||||||||
|
Natural gas basis differential forward curve
|
|
$
|
(0.13
|
)
|
–
|
$
|
(0.25
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(170
|
)
|
|
December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
|
Natural gas basis differential forward curve
|
|
$
|
(0.06
|
)
|
–
|
$
|
(0.28
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(1,748
|
)
|
|
Unobservable Input
|
|
Range
|
|
Weighted Average
|
|
Fair Value
|
|||||||
|
|
|
|
|
(In thousands)
|
|||||||||
|
Debt conversion feature hazard rate
|
|
114.0
|
%
|
–
|
135.2
|
%
|
|
119.2
|
%
|
|
$
|
29,355
|
|
|
|
Fair Value Measurements
|
|
Netting(1)
|
|
Assets/Liabilities at Fair Value
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
11,429
|
|
|
$
|
—
|
|
|
$
|
(1,167
|
)
|
|
$
|
10,262
|
|
|
Investments
|
7,263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,263
|
|
|||||
|
|
$
|
7,263
|
|
|
$
|
11,429
|
|
|
$
|
—
|
|
|
$
|
(1,167
|
)
|
|
$
|
17,525
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
4,914
|
|
|
$
|
170
|
|
|
$
|
(1,167
|
)
|
|
$
|
3,917
|
|
|
|
$
|
—
|
|
|
$
|
4,914
|
|
|
$
|
170
|
|
|
$
|
(1,167
|
)
|
|
$
|
3,917
|
|
|
|
Fair Value Measurements
|
|
Netting(1)
|
|
Assets/Liabilities at Fair Value
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
85,524
|
|
|
$
|
—
|
|
|
$
|
(1,175
|
)
|
|
$
|
84,349
|
|
|
Investments
|
10,106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,106
|
|
|||||
|
|
$
|
10,106
|
|
|
$
|
85,524
|
|
|
$
|
—
|
|
|
$
|
(1,175
|
)
|
|
$
|
94,455
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commodity derivative contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,748
|
|
|
$
|
(1,175
|
)
|
|
$
|
573
|
|
|
Debt holder conversion feature
|
—
|
|
|
—
|
|
|
29,355
|
|
|
—
|
|
|
29,355
|
|
|||||
|
Mandatory prepayment feature - PGC Senior Secured Notes
|
—
|
|
|
2,941
|
|
|
—
|
|
|
—
|
|
|
2,941
|
|
|||||
|
|
$
|
—
|
|
|
$
|
2,941
|
|
|
$
|
31,103
|
|
|
$
|
(1,175
|
)
|
|
$
|
32,869
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
Beginning balance
|
|
$
|
(356
|
)
|
|
$
|
(2,207
|
)
|
|
$
|
(1,748
|
)
|
|
$
|
350
|
|
|
Purchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,894
|
)
|
||||
|
Gain (loss) on commodity derivative contracts
|
|
186
|
|
|
(1,229
|
)
|
|
1,578
|
|
|
(892
|
)
|
||||
|
Ending balance
|
|
$
|
(170
|
)
|
|
$
|
(3,436
|
)
|
|
$
|
(170
|
)
|
|
$
|
(3,436
|
)
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
|
2015
|
|
2016
|
|
2015
|
||||||
|
Beginning balance
|
|
$
|
—
|
|
|
$
|
29,355
|
|
|
$
|
—
|
|
|
Issuances
|
|
16,994
|
|
|
—
|
|
|
16,994
|
|
|||
|
Gain on derivative holder conversion feature
|
|
(10,146
|
)
|
|
(880
|
)
|
|
(10,146
|
)
|
|||
|
Conversions
|
|
(1,374
|
)
|
|
(21,194
|
)
|
|
(1,374
|
)
|
|||
|
Write off of derivative holder conversion feature to reorganization items
|
|
—
|
|
|
(7,281
|
)
|
|
—
|
|
|||
|
Ending balance
|
|
$
|
5,474
|
|
|
$
|
—
|
|
|
$
|
5,474
|
|
|
|
September 30, 2016 (1)
|
|
December 31, 2015
|
||||||||||||
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
|
8.75% Senior Secured Notes
|
$
|
487,207
|
|
|
$
|
1,328,000
|
|
|
$
|
403,098
|
|
|
$
|
1,265,814
|
|
|
Senior Unsecured Notes
|
|
|
|
|
|
|
|
||||||||
|
8.75% Senior Notes due 2020
|
$
|
28,579
|
|
|
$
|
395,935
|
|
|
$
|
39,740
|
|
|
$
|
389,232
|
|
|
7.5% Senior Notes due 2021
|
$
|
47,019
|
|
|
$
|
757,767
|
|
|
$
|
79,812
|
|
|
$
|
751,087
|
|
|
8.125% Senior Notes due 2022
|
$
|
30,047
|
|
|
$
|
527,737
|
|
|
$
|
57,749
|
|
|
$
|
518,693
|
|
|
7.5% Senior Notes due 2023
|
$
|
34,589
|
|
|
$
|
543,561
|
|
|
$
|
58,799
|
|
|
$
|
534,869
|
|
|
Convertible Senior Unsecured Notes
|
|
|
|
|
|
|
|
||||||||
|
8.125% Convertible Senior Notes due 2022
|
$
|
2,339
|
|
|
$
|
40,694
|
|
|
$
|
44,199
|
|
|
$
|
78,290
|
|
|
7.5% Convertible Senior Notes due 2023
|
$
|
28
|
|
|
$
|
46,900
|
|
|
$
|
15,125
|
|
|
$
|
24,393
|
|
|
(1)
|
Includes write-off of discounts and derivatives associated with the
8.75%
Senior Secured Notes and the Convertible Senior Unsecured Notes, discounts associated with the
8.75%
Senior Notes due 2020 and the
7.5%
Senior Notes due 2023, and premium associated with the
7.5%
Senior Notes due 2021 due to the Company's Chapter 11 proceedings.
|
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
Oil and natural gas properties
|
|
|
|
||||
|
Proved(1)
|
$
|
12,093,492
|
|
|
$
|
12,529,681
|
|
|
Unproved
|
322,580
|
|
|
363,149
|
|
||
|
Total oil and natural gas properties
|
12,416,072
|
|
|
12,892,830
|
|
||
|
Less accumulated depreciation, depletion and impairment
|
(11,637,538
|
)
|
|
(11,149,888
|
)
|
||
|
Net oil and natural gas properties capitalized costs
|
778,534
|
|
|
1,742,942
|
|
||
|
Land
|
5,210
|
|
|
14,260
|
|
||
|
Non-oil and natural gas equipment(2)
|
240,402
|
|
|
373,687
|
|
||
|
Buildings and structures(3)
|
228,753
|
|
|
227,673
|
|
||
|
Total
|
474,365
|
|
|
615,620
|
|
||
|
Less accumulated depreciation and amortization
|
(116,837
|
)
|
|
(123,860
|
)
|
||
|
Other property, plant and equipment, net
|
357,528
|
|
|
491,760
|
|
||
|
Total property, plant and equipment, net
|
$
|
1,136,062
|
|
|
$
|
2,234,702
|
|
|
(1)
|
Includes cumulative capitalized interest of approximately
$51.1 million
and
$48.9 million
at
September 30, 2016
and
December 31, 2015
, respectively.
|
|
(2)
|
Includes cumulative capitalized interest of approximately
$4.3 million
at both
September 30, 2016
and
December 31, 2015
.
|
|
(3)
|
Includes cumulative capitalized interest of approximately
$20.4 million
at both
September 30, 2016
and
December 31, 2015
.
|
|
Fixed price swaps
|
The Company receives a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume.
|
|
|
|
|
Basis swaps
|
The Company receives a payment from the counterparty if the settled price differential is greater than the stated terms of the contract and pays the counterparty if the settled price differential is less than the stated terms of the contract, which guarantees the Company a price differential for oil or natural gas from a specified delivery point.
|
|
|
|
Gross Amounts
|
|
Gross Amounts Offset
|
|
Amounts Net of Offset
|
|
Financial Collateral
|
|
Net Amount
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Derivative contracts - current
|
|
$
|
11,319
|
|
|
$
|
(1,127
|
)
|
|
$
|
10,192
|
|
|
$
|
—
|
|
|
$
|
10,192
|
|
|
Derivative contracts - noncurrent
|
|
110
|
|
|
(40
|
)
|
|
70
|
|
|
—
|
|
|
70
|
|
|||||
|
Total
|
|
$
|
11,429
|
|
|
$
|
(1,167
|
)
|
|
$
|
10,262
|
|
|
$
|
—
|
|
|
$
|
10,262
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Derivative contracts - current
|
|
$
|
4,109
|
|
|
$
|
(1,127
|
)
|
|
$
|
2,982
|
|
|
$
|
(2,982
|
)
|
|
$
|
—
|
|
|
Derivative contracts - noncurrent
|
|
975
|
|
|
(40
|
)
|
|
935
|
|
|
(935
|
)
|
|
—
|
|
|||||
|
Total
|
|
$
|
5,084
|
|
|
$
|
(1,167
|
)
|
|
$
|
3,917
|
|
|
$
|
(3,917
|
)
|
|
$
|
—
|
|
|
|
|
Gross Amounts
|
|
Gross Amounts Offset
|
|
Amounts Net of Offset
|
|
Financial Collateral
|
|
Net Amount
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Derivative contracts - current
|
|
$
|
85,524
|
|
|
$
|
(1,175
|
)
|
|
$
|
84,349
|
|
|
$
|
—
|
|
|
$
|
84,349
|
|
|
Derivative contracts - noncurrent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
85,524
|
|
|
$
|
(1,175
|
)
|
|
$
|
84,349
|
|
|
$
|
—
|
|
|
$
|
84,349
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Derivative contracts - current
|
|
$
|
1,748
|
|
|
$
|
(1,175
|
)
|
|
$
|
573
|
|
|
$
|
(573
|
)
|
|
$
|
—
|
|
|
Derivative contracts - noncurrent
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
1,748
|
|
|
$
|
(1,175
|
)
|
|
$
|
573
|
|
|
$
|
(573
|
)
|
|
$
|
—
|
|
|
|
Notional (MBbls)
|
|
Weighted Average
Fixed Price
|
|||
|
October 2016 - December 2016
|
1,288
|
|
|
$
|
56.45
|
|
|
January 2017 - December 2017
|
1,825
|
|
|
$
|
50.51
|
|
|
|
Notional (MMcf)
|
|
Weighted Average
Fixed Price
|
|||
|
October 2016 - December 2016
|
10,920
|
|
|
$
|
2.86
|
|
|
January 2017 - December 2017
|
18,250
|
|
|
$
|
3.12
|
|
|
|
Notional (MMcf)
|
|
Weighted Average
Fixed Price
|
|||
|
October 2016 - December 2016
|
920
|
|
|
$
|
(0.38
|
)
|
|
Type of Contract
|
|
Balance Sheet Classification
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
Derivative assets
|
|
|
|
|
|
|
||||
|
Oil price swaps
|
|
Derivative contracts-current
|
|
$
|
10,812
|
|
|
$
|
68,224
|
|
|
Oil collars - three way
|
|
Derivative contracts-current
|
|
—
|
|
|
17,300
|
|
||
|
Natural gas price swaps
|
|
Derivative contracts-current
|
|
507
|
|
|
—
|
|
||
|
Natural gas price swaps
|
|
Derivative contracts-noncurrent
|
|
110
|
|
|
—
|
|
||
|
Derivative liabilities
|
|
|
|
|
|
|
||||
|
Oil price swaps
|
|
Derivative contracts-current
|
|
(2,415
|
)
|
|
—
|
|
||
|
Natural gas price swaps
|
|
Derivative contracts-current
|
|
(1,524
|
)
|
|
—
|
|
||
|
Natural gas basis swaps
|
|
Derivative contracts-current
|
|
(170
|
)
|
|
(1,748
|
)
|
||
|
Debt holder conversion feature
|
|
Current maturities of long-term debt
|
|
—
|
|
|
(29,355
|
)
|
||
|
Mandatory prepayment feature - PGC Senior Secured Notes
|
|
Current maturities of long-term debt
|
|
—
|
|
|
(2,941
|
)
|
||
|
Oil price swaps
|
|
Derivative contracts-noncurrent
|
|
(941
|
)
|
|
—
|
|
||
|
Natural gas price swaps
|
|
Derivative contracts-noncurrent
|
|
(34
|
)
|
|
—
|
|
||
|
Total net derivative contracts
|
|
$
|
6,345
|
|
|
$
|
51,480
|
|
||
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
|
2016
|
|
2015
|
||||
|
|
|
(In thousands)
|
||||||
|
Number of shares withheld for taxes
|
|
1,122
|
|
|
1,699
|
|
||
|
Value of shares withheld for taxes
|
|
$
|
44
|
|
|
$
|
2,347
|
|
|
•
|
the securities must be issued under a plan of reorganization by the debtor, its successor under a plan, or an affiliate participating in a joint plan of reorganization with the debtor;
|
|
•
|
the recipients of the securities must hold a claim against, an interest in, or a claim for administrative expense in the case concerning the debtor or such affiliate; and
|
|
•
|
the securities must be issued either (a) in exchange for the recipient’s claim against, interest in or claim for administrative expense in the case concerning the debtor or such affiliate or (b) principally in such exchange and partly for cash or property.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
Current
|
|
|
|
|
|
|
|
||||||||
|
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
State
|
4
|
|
|
25
|
|
|
11
|
|
|
90
|
|
||||
|
Total provision
|
4
|
|
|
25
|
|
|
11
|
|
|
90
|
|
||||
|
Less: income tax provision attributable to noncontrolling interest
|
—
|
|
|
19
|
|
|
—
|
|
|
68
|
|
||||
|
Total provision attributable to SandRidge Energy, Inc.
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
11
|
|
|
$
|
22
|
|
|
|
Net Loss
|
|
Weighted Average Shares
|
|
Loss Per Share
|
|||||
|
|
(In thousands, except per share amounts)
|
|||||||||
|
Three Months Ended September 30, 2016
|
|
|
|
|
|
|||||
|
Basic loss per share
|
$
|
(404,337
|
)
|
|
718,373
|
|
|
$
|
(0.56
|
)
|
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
|
Restricted stock and units(1)
|
—
|
|
|
—
|
|
|
|
|||
|
Diluted loss per share
|
$
|
(404,337
|
)
|
|
718,373
|
|
|
$
|
(0.56
|
)
|
|
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
|
)
|
|
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|||||
|
Basic loss per share
|
$
|
(1,249,795
|
)
|
|
708,788
|
|
|
$
|
(1.76
|
)
|
|
Effect of dilutive securities
|
|
|
|
|
|
|||||
|
Restricted stock and units(1)
|
—
|
|
|
—
|
|
|
|
|||
|
Diluted loss per share
|
$
|
(1,249,795
|
)
|
|
708,788
|
|
|
$
|
(1.76
|
)
|
|
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
|
)
|
|
(1)
|
No incremental shares of potentially dilutive restricted stock awards or units were included for the
three and nine
-month periods ended
September 30, 2016
or
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.
|
|
|
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
|
|
|
|
Exploration and Production(1)(2)
|
|
Midstream Services(3)
|
|
All Other(4)(5)
|
|
Consolidated Total
|
||||||||
|
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
||||||||
|
Revenues
|
$
|
99,934
|
|
|
$
|
5,433
|
|
|
$
|
2,180
|
|
|
$
|
107,547
|
|
|
Inter-segment revenue
|
—
|
|
|
(2,429
|
)
|
|
(1,062
|
)
|
|
(3,491
|
)
|
||||
|
Total revenues
|
$
|
99,934
|
|
|
$
|
3,004
|
|
|
$
|
1,118
|
|
|
$
|
104,056
|
|
|
Loss fr
om operations
|
$
|
(275,874
|
)
|
|
$
|
(55,345
|
)
|
|
$
|
(26,119
|
)
|
|
$
|
(357,338
|
)
|
|
Interest expense
|
(1
|
)
|
|
—
|
|
|
(3,342
|
)
|
|
(3,343
|
)
|
||||
|
Reorganization items, net
|
2,228
|
|
|
468
|
|
|
(45,450
|
)
|
|
(42,754
|
)
|
||||
|
Other (expense) income, net
|
(114
|
)
|
|
462
|
|
|
(1,246
|
)
|
|
(898
|
)
|
||||
|
Loss before income taxes
|
$
|
(273,761
|
)
|
|
$
|
(54,415
|
)
|
|
$
|
(76,157
|
)
|
|
$
|
(404,333
|
)
|
|
Capital expenditures(6)
|
$
|
50,578
|
|
|
$
|
1,166
|
|
|
$
|
30
|
|
|
$
|
51,774
|
|
|
Depreciation, depletion, amortization and accretion
|
$
|
27,744
|
|
|
$
|
2,328
|
|
|
$
|
5,167
|
|
|
$
|
35,239
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended September 30, 2015
|
|
|
|
|
|
|
|
||||||||
|
Revenues
|
$
|
165,135
|
|
|
$
|
20,812
|
|
|
$
|
16,362
|
|
|
$
|
202,309
|
|
|
Inter-segment revenue
|
—
|
|
|
(11,974
|
)
|
|
(10,183
|
)
|
|
(22,157
|
)
|
||||
|
Total revenues
|
$
|
165,135
|
|
|
$
|
8,838
|
|
|
$
|
6,179
|
|
|
$
|
180,152
|
|
|
Loss from operations
|
$
|
(988,903
|
)
|
|
$
|
(2,090
|
)
|
|
$
|
(68,740
|
)
|
|
$
|
(1,059,733
|
)
|
|
Interest expense
|
(3
|
)
|
|
—
|
|
|
(76,997
|
)
|
|
(77,000
|
)
|
||||
|
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
340,699
|
|
|
340,699
|
|
||||
|
Other (expense) income, net
|
(109
|
)
|
|
20
|
|
|
(337
|
)
|
|
(426
|
)
|
||||
|
(Loss) income before income taxes
|
$
|
(989,015
|
)
|
|
$
|
(2,070
|
)
|
|
$
|
194,625
|
|
|
$
|
(796,460
|
)
|
|
Capital expenditures(6)
|
$
|
106,013
|
|
|
$
|
3,719
|
|
|
$
|
3,565
|
|
|
$
|
113,297
|
|
|
Depreciation, depletion, amortization and accretion
|
$
|
67,652
|
|
|
$
|
2,984
|
|
|
$
|
8,376
|
|
|
$
|
79,012
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
||||||||
|
Revenues
|
$
|
279,971
|
|
|
$
|
23,073
|
|
|
$
|
8,839
|
|
|
$
|
311,883
|
|
|
Inter-segment revenue
|
—
|
|
|
(12,528
|
)
|
|
(5,546
|
)
|
|
(18,074
|
)
|
||||
|
Total revenues
|
$
|
279,971
|
|
|
$
|
10,545
|
|
|
$
|
3,293
|
|
|
$
|
293,809
|
|
|
Loss from operations
|
$
|
(754,323
|
)
|
|
$
|
(56,736
|
)
|
|
$
|
(95,144
|
)
|
|
$
|
(906,203
|
)
|
|
Interest expense, net
|
—
|
|
|
—
|
|
|
(126,099
|
)
|
|
(126,099
|
)
|
||||
|
Gain on extinguishment of debt
|
—
|
|
|
—
|
|
|
41,179
|
|
|
41,179
|
|
||||
|
Reorganization items, net
|
(16,276
|
)
|
|
429
|
|
|
(227,825
|
)
|
|
(243,672
|
)
|
||||
|
Other income (expense), net
|
2,310
|
|
|
(11
|
)
|
|
(967
|
)
|
|
1,332
|
|
||||
|
Loss before income taxes
|
$
|
(768,289
|
)
|
|
$
|
(56,318
|
)
|
|
$
|
(408,856
|
)
|
|
$
|
(1,233,463
|
)
|
|
Capital expenditures(6)
|
$
|
155,627
|
|
|
$
|
3,085
|
|
|
$
|
2,695
|
|
|
$
|
161,407
|
|
|
Depreciation, depletion, amortization and accretion
|
$
|
91,037
|
|
|
$
|
7,120
|
|
|
$
|
14,144
|
|
|
$
|
112,301
|
|
|
At September 30, 2016
|
|
|
|
|
|
|
|
||||||||
|
Total assets
|
$
|
846,103
|
|
|
$
|
145,832
|
|
|
$
|
894,569
|
|
|
$
|
1,886,504
|
|
|
|
Exploration and Production(1)(2)
|
|
Midstream Services(3)
|
|
All Other(4)(5)
|
|
Consolidated Total
|
||||||||
|
Nine Months Ended September 30, 2015
|
|
|
|
|
|
|
|
||||||||
|
Revenues
|
$
|
575,411
|
|
|
$
|
63,123
|
|
|
$
|
60,347
|
|
|
$
|
698,881
|
|
|
Inter-segment revenue
|
(12
|
)
|
|
(36,915
|
)
|
|
(36,887
|
)
|
|
(73,814
|
)
|
||||
|
Total revenues
|
$
|
575,399
|
|
|
$
|
26,208
|
|
|
$
|
23,460
|
|
|
$
|
625,067
|
|
|
Loss from operations
|
$
|
(3,554,661
|
)
|
|
$
|
(9,118
|
)
|
|
$
|
(119,493
|
)
|
|
$
|
(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
|
|
|
33
|
|
|
108
|
|
|
1,208
|
|
||||
|
(Loss) income before income taxes
|
$
|
(3,553,636
|
)
|
|
$
|
(9,085
|
)
|
|
$
|
25,721
|
|
|
$
|
(3,537,000
|
)
|
|
Capital expenditures(6)
|
$
|
559,515
|
|
|
$
|
20,400
|
|
|
$
|
21,137
|
|
|
$
|
601,052
|
|
|
Depreciation, depletion, amortization and accretion
|
$
|
270,292
|
|
|
$
|
8,457
|
|
|
$
|
28,714
|
|
|
$
|
307,463
|
|
|
At December 31, 2015
|
|
|
|
|
|
|
|
||||||||
|
Total assets
|
$
|
1,959,975
|
|
|
$
|
254,212
|
|
|
$
|
707,840
|
|
|
$
|
2,922,027
|
|
|
(1)
|
Loss from operations for the
three and nine
-month periods ended
September 30, 2016
includes full cost ceiling limitation impairments of
$298.0 million
and
$657.4 million
, respectively. Additionally, the loss from operations for the nine-month period ended
September 30, 2016
includes a loss on the settlement of contracts of
$90.2 million
and the write off a
$16.7 million
joint interest receivable after determination that its collection was doubtful at March 31, 2016.
|
|
(2)
|
Loss from operations for the
three and nine
-month periods ended
September 30, 2015
includes full cost ceiling limitation impairments of
$1.0 billion
and
$3.6 billion
, respectively.
|
|
(3)
|
Loss from operations includes an impairment of
$55.6 million
on its electrical transmission system for the
three and nine
-month periods ended
September 30, 2016
and a
$1.7 million
impairment of midstream assets for the nine-month period ended
September 30, 2016
.
|
|
(4)
|
Loss from operations for the
three and nine
-month periods ended
September 30, 2016
includes an impairment of certain drilling and oilfield services assets previously classified as held for sale of
$0.9 million
and
$3.5 million
, respectively.
|
|
(5)
|
Loss from operations for the
three and nine
-month periods ended
September 30, 2015
includes an impairment of
$19.8 million
on certain drilling assets and an impairment of
$15.4 million
on property located in downtown Oklahoma City, Oklahoma.
|
|
(6)
|
On an accrual basis and exclusive of acquisitions.
|
|
|
September 30, 2016
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
654,392
|
|
|
$
|
—
|
|
|
$
|
2,045
|
|
|
$
|
(3,757
|
)
|
|
$
|
652,680
|
|
|
Accounts receivable, net
|
103
|
|
|
60,052
|
|
|
1,616
|
|
|
(325
|
)
|
|
61,446
|
|
|||||
|
Intercompany accounts receivable
|
1,314,523
|
|
|
1,304,412
|
|
|
9,276
|
|
|
(2,628,211
|
)
|
|
—
|
|
|||||
|
Derivative contracts
|
—
|
|
|
10,192
|
|
|
—
|
|
|
—
|
|
|
10,192
|
|
|||||
|
Prepaid expenses
|
—
|
|
|
12,514
|
|
|
—
|
|
|
—
|
|
|
12,514
|
|
|||||
|
Other current assets
|
—
|
|
|
1,003
|
|
|
—
|
|
|
—
|
|
|
1,003
|
|
|||||
|
Total current assets
|
1,969,018
|
|
|
1,388,173
|
|
|
12,937
|
|
|
(2,632,293
|
)
|
|
737,835
|
|
|||||
|
Property, plant and equipment, net
|
—
|
|
|
1,102,310
|
|
|
33,752
|
|
|
—
|
|
|
1,136,062
|
|
|||||
|
Investment in subsidiaries
|
2,240,102
|
|
|
20,933
|
|
|
—
|
|
|
(2,261,035
|
)
|
|
—
|
|
|||||
|
Derivative contracts
|
—
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|||||
|
Other assets
|
—
|
|
|
18,439
|
|
|
—
|
|
|
(5,902
|
)
|
|
12,537
|
|
|||||
|
Total assets
|
$
|
4,209,120
|
|
|
$
|
2,529,925
|
|
|
$
|
46,689
|
|
|
$
|
(4,899,230
|
)
|
|
$
|
1,886,504
|
|
|
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts payable and accrued expenses
|
$
|
66,948
|
|
|
$
|
81,086
|
|
|
$
|
13
|
|
|
$
|
(7,599
|
)
|
|
$
|
140,448
|
|
|
Intercompany accounts payable
|
1,322,947
|
|
|
1,269,972
|
|
|
31,775
|
|
|
(2,624,694
|
)
|
|
—
|
|
|||||
|
Derivative contracts
|
—
|
|
|
2,982
|
|
|
—
|
|
|
—
|
|
|
2,982
|
|
|||||
|
Asset retirement obligations
|
—
|
|
|
8,573
|
|
|
—
|
|
|
—
|
|
|
8,573
|
|
|||||
|
Total current liabilities
|
1,389,895
|
|
|
1,362,613
|
|
|
31,788
|
|
|
(2,632,293
|
)
|
|
152,003
|
|
|||||
|
Investment in subsidiaries
|
1,269,192
|
|
|
7,631
|
|
|
—
|
|
|
(1,276,823
|
)
|
|
—
|
|
|||||
|
Long-term debt
|
5,902
|
|
|
—
|
|
|
—
|
|
|
(5,902
|
)
|
|
—
|
|
|||||
|
Derivative contracts
|
—
|
|
|
935
|
|
|
—
|
|
|
—
|
|
|
935
|
|
|||||
|
Asset retirement obligations
|
—
|
|
|
62,896
|
|
|
—
|
|
|
—
|
|
|
62,896
|
|
|||||
|
Other long-term obligations
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
|
Liabilities subject to compromise
|
4,219,631
|
|
|
124,937
|
|
|
1,620
|
|
|
—
|
|
|
4,346,188
|
|
|||||
|
Total liabilities
|
6,884,620
|
|
|
1,559,015
|
|
|
33,408
|
|
|
(3,915,018
|
)
|
|
4,562,025
|
|
|||||
|
Stockholders’ (deficit) equity
|
|
|
|
|
|
|
|
|
|
||||||||||
|
SandRidge Energy, Inc. stockholders’ (deficit) equity
|
(2,675,500
|
)
|
|
970,910
|
|
|
13,281
|
|
|
(984,191
|
)
|
|
(2,675,500
|
)
|
|||||
|
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(21
|
)
|
|||||
|
Total stockholders’ (deficit) equity
|
(2,675,500
|
)
|
|
970,910
|
|
|
13,281
|
|
|
(984,212
|
)
|
|
(2,675,521
|
)
|
|||||
|
Total liabilities and stockholders’ (deficit) equity
|
$
|
4,209,120
|
|
|
$
|
2,529,925
|
|
|
$
|
46,689
|
|
|
$
|
(4,899,230
|
)
|
|
$
|
1,886,504
|
|
|
|
December 31, 2015
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
426,917
|
|
|
$
|
847
|
|
|
$
|
7,824
|
|
|
$
|
—
|
|
|
$
|
435,588
|
|
|
Accounts receivable, net
|
—
|
|
|
122,606
|
|
|
4,781
|
|
|
—
|
|
|
127,387
|
|
|||||
|
Intercompany accounts receivable
|
1,226,994
|
|
|
1,305,573
|
|
|
30,683
|
|
|
(2,563,250
|
)
|
|
—
|
|
|||||
|
Derivative contracts
|
—
|
|
|
84,349
|
|
|
—
|
|
|
—
|
|
|
84,349
|
|
|||||
|
Prepaid expenses
|
—
|
|
|
6,826
|
|
|
7
|
|
|
—
|
|
|
6,833
|
|
|||||
|
Other current assets
|
—
|
|
|
19,931
|
|
|
—
|
|
|
—
|
|
|
19,931
|
|
|||||
|
Total current assets
|
1,653,911
|
|
|
1,540,132
|
|
|
43,295
|
|
|
(2,563,250
|
)
|
|
674,088
|
|
|||||
|
Property, plant and equipment, net
|
—
|
|
|
2,124,532
|
|
|
110,170
|
|
|
—
|
|
|
2,234,702
|
|
|||||
|
Investment in subsidiaries
|
2,749,514
|
|
|
8,531
|
|
|
—
|
|
|
(2,758,045
|
)
|
|
—
|
|
|||||
|
Other assets
|
3,131
|
|
|
16,008
|
|
|
—
|
|
|
(5,902
|
)
|
|
13,237
|
|
|||||
|
Total assets
|
$
|
4,406,556
|
|
|
$
|
3,689,203
|
|
|
$
|
153,465
|
|
|
$
|
(5,327,197
|
)
|
|
$
|
2,922,027
|
|
|
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts payable and accrued expenses
|
$
|
160,122
|
|
|
$
|
265,767
|
|
|
$
|
2,528
|
|
|
$
|
—
|
|
|
$
|
428,417
|
|
|
Intercompany accounts payable
|
1,337,688
|
|
|
1,192,569
|
|
|
32,993
|
|
|
(2,563,250
|
)
|
|
—
|
|
|||||
|
Derivative contracts
|
—
|
|
|
573
|
|
|
—
|
|
|
—
|
|
|
573
|
|
|||||
|
Asset retirement obligations
|
—
|
|
|
8,399
|
|
|
—
|
|
|
—
|
|
|
8,399
|
|
|||||
|
Total current liabilities
|
1,497,810
|
|
|
1,467,308
|
|
|
35,521
|
|
|
(2,563,250
|
)
|
|
437,389
|
|
|||||
|
Investment in subsidiaries
|
1,038,303
|
|
|
400,771
|
|
|
—
|
|
|
(1,439,074
|
)
|
|
—
|
|
|||||
|
Long-term debt
|
3,568,280
|
|
|
—
|
|
|
—
|
|
|
(5,902
|
)
|
|
3,562,378
|
|
|||||
|
Asset retirement obligations
|
—
|
|
|
95,179
|
|
|
—
|
|
|
—
|
|
|
95,179
|
|
|||||
|
Other long-term obligations
|
80
|
|
|
14,734
|
|
|
—
|
|
|
—
|
|
|
14,814
|
|
|||||
|
Total liabilities
|
6,104,473
|
|
|
1,977,992
|
|
|
35,521
|
|
|
(4,008,226
|
)
|
|
4,109,760
|
|
|||||
|
Stockholders’ (deficit) equity
|
|
|
|
|
|
|
|
|
|
||||||||||
|
SandRidge Energy, Inc. stockholders’ (deficit) equity
|
(1,697,917
|
)
|
|
1,711,211
|
|
|
117,944
|
|
|
(1,829,155
|
)
|
|
(1,697,917
|
)
|
|||||
|
Noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
510,184
|
|
|
510,184
|
|
|||||
|
Total stockholders’ (deficit) equity
|
(1,697,917
|
)
|
|
1,711,211
|
|
|
117,944
|
|
|
(1,318,971
|
)
|
|
(1,187,733
|
)
|
|||||
|
Total liabilities and stockholders’ (deficit) equity
|
$
|
4,406,556
|
|
|
$
|
3,689,203
|
|
|
$
|
153,465
|
|
|
$
|
(5,327,197
|
)
|
|
$
|
2,922,027
|
|
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(In thousands)
|
||||||||||||||||||
|
Three Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
—
|
|
|
$
|
99,879
|
|
|
$
|
4,177
|
|
|
$
|
—
|
|
|
$
|
104,056
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Direct operating expenses
|
—
|
|
|
42,078
|
|
|
403
|
|
|
—
|
|
|
42,481
|
|
|||||
|
General and administrative
|
—
|
|
|
28,738
|
|
|
407
|
|
|
—
|
|
|
29,145
|
|
|||||
|
Depreciation, depletion, amortization and accretion
|
—
|
|
|
34,339
|
|
|
900
|
|
|
—
|
|
|
35,239
|
|
|||||
|
Impairment
|
—
|
|
|
349,916
|
|
|
4,535
|
|
|
—
|
|
|
354,451
|
|
|||||
|
Gain on derivative contracts
|
—
|
|
|
(338
|
)
|
|
—
|
|
|
—
|
|
|
(338
|
)
|
|||||
|
Loss on sale of assets
|
—
|
|
|
416
|
|
|
—
|
|
|
—
|
|
|
416
|
|
|||||
|
Total expenses
|
—
|
|
|
455,149
|
|
|
6,245
|
|
|
—
|
|
|
461,394
|
|
|||||
|
Loss from operations
|
—
|
|
|
(355,270
|
)
|
|
(2,068
|
)
|
|
—
|
|
|
(357,338
|
)
|
|||||
|
Equity earnings from subsidiaries
|
(400,537
|
)
|
|
(2,063
|
)
|
|
—
|
|
|
402,600
|
|
|
—
|
|
|||||
|
Interest (expense) income
|
(3,342
|
)
|
|
(2
|
)
|
|
1
|
|
|
—
|
|
|
(3,343
|
)
|
|||||
|
Reorganization items, net
|
(457
|
)
|
|
(42,302
|
)
|
|
5
|
|
|
—
|
|
|
(42,754
|
)
|
|||||
|
Other (expense) income, net
|
(1
|
)
|
|
(900
|
)
|
|
3
|
|
|
—
|
|
|
(898
|
)
|
|||||
|
Loss before income taxes
|
(404,337
|
)
|
|
(400,537
|
)
|
|
(2,059
|
)
|
|
402,600
|
|
|
(404,333
|
)
|
|||||
|
Income tax expense
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
|
Net loss
|
$
|
(404,337
|
)
|
|
$
|
(400,537
|
)
|
|
$
|
(2,063
|
)
|
|
$
|
402,600
|
|
|
$
|
(404,337
|
)
|
|
|
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)
|
||||||||||||||||||
|
Nine Months Ended September 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
—
|
|
|
$
|
281,851
|
|
|
$
|
11,958
|
|
|
$
|
—
|
|
|
$
|
293,809
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Direct operating expenses
|
—
|
|
|
140,883
|
|
|
1,974
|
|
|
—
|
|
|
142,857
|
|
|||||
|
General and administrative
|
187
|
|
|
133,046
|
|
|
1,214
|
|
|
—
|
|
|
134,447
|
|
|||||
|
Depreciation, depletion, amortization and accretion
|
—
|
|
|
109,476
|
|
|
2,825
|
|
|
—
|
|
|
112,301
|
|
|||||
|
Impairment
|
—
|
|
|
700,212
|
|
|
17,982
|
|
|
—
|
|
|
718,194
|
|
|||||
|
Loss on derivative contracts
|
—
|
|
|
4,823
|
|
|
—
|
|
|
—
|
|
|
4,823
|
|
|||||
|
Loss on settlement of contract
|
—
|
|
|
90,184
|
|
|
—
|
|
|
—
|
|
|
90,184
|
|
|||||
|
Gain on sale of assets
|
—
|
|
|
(69
|
)
|
|
(2,725
|
)
|
|
—
|
|
|
(2,794
|
)
|
|||||
|
Total expenses
|
187
|
|
|
1,178,555
|
|
|
21,270
|
|
|
—
|
|
|
1,200,012
|
|
|||||
|
Loss from operations
|
(187
|
)
|
|
(896,704
|
)
|
|
(9,312
|
)
|
|
—
|
|
|
(906,203
|
)
|
|||||
|
Equity earnings from subsidiaries
|
(997,381
|
)
|
|
(9,756
|
)
|
|
—
|
|
|
1,007,137
|
|
|
—
|
|
|||||
|
Interest (expense) income
|
(126,099
|
)
|
|
(3
|
)
|
|
3
|
|
|
—
|
|
|
(126,099
|
)
|
|||||
|
Gain on extinguishment of debt
|
41,179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,179
|
|
|||||
|
Reorganization items, net
|
(150,985
|
)
|
|
(92,241
|
)
|
|
(446
|
)
|
|
—
|
|
|
(243,672
|
)
|
|||||
|
Other (expense) income, net
|
(1
|
)
|
|
1,323
|
|
|
10
|
|
|
—
|
|
|
1,332
|
|
|||||
|
Loss before income taxes
|
(1,233,474
|
)
|
|
(997,381
|
)
|
|
(9,745
|
)
|
|
1,007,137
|
|
|
(1,233,463
|
)
|
|||||
|
Income tax expense
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|||||
|
Net loss
|
$
|
(1,233,474
|
)
|
|
$
|
(997,381
|
)
|
|
$
|
(9,756
|
)
|
|
$
|
1,007,137
|
|
|
$
|
(1,233,474
|
)
|
|
|
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, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash (used in) provided by operating activities
|
$
|
(133,817
|
)
|
|
$
|
69,254
|
|
|
$
|
4,281
|
|
|
$
|
(3,757
|
)
|
|
$
|
(64,039
|
)
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures for property, plant, and equipment
|
—
|
|
|
(186,452
|
)
|
|
—
|
|
|
—
|
|
|
(186,452
|
)
|
|||||
|
Other
|
—
|
|
|
24,995
|
|
|
2,980
|
|
|
(9,213
|
)
|
|
18,762
|
|
|||||
|
Net cash (used in) provided by investing activities
|
—
|
|
|
(161,457
|
)
|
|
2,980
|
|
|
(9,213
|
)
|
|
(167,690
|
)
|
|||||
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Proceeds from borrowings
|
489,198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
489,198
|
|
|||||
|
Intercompany (advances) borrowings, net
|
(87,529
|
)
|
|
91,356
|
|
|
(3,827
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Other
|
(40,377
|
)
|
|
—
|
|
|
(9,213
|
)
|
|
9,213
|
|
|
(40,377
|
)
|
|||||
|
Net cash provided by (used in) financing activities
|
361,292
|
|
|
91,356
|
|
|
(13,040
|
)
|
|
9,213
|
|
|
448,821
|
|
|||||
|
Net increase (decrease) in cash and cash equivalents
|
227,475
|
|
|
(847
|
)
|
|
(5,779
|
)
|
|
(3,757
|
)
|
|
217,092
|
|
|||||
|
Cash and cash equivalents at beginning of year
|
426,917
|
|
|
847
|
|
|
7,824
|
|
|
—
|
|
|
435,588
|
|
|||||
|
Cash and cash equivalents at end of period
|
$
|
654,392
|
|
|
$
|
—
|
|
|
$
|
2,045
|
|
|
$
|
(3,757
|
)
|
|
$
|
652,680
|
|
|
|
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
|
)
|
|||||
|
Distribution 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
|
|
|
•
|
Overview;
|
|
•
|
Results by Segment;
|
|
•
|
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 credit facility were canceled, and claims under the senior credit facility received their proportionate share of (a) $35.0 million in cash and (b) participation in the newly established
$425.0 million
New First Lien Exit Facility.
|
|
•
|
Cash Collateral Account.
The Company deposited $50.0 million of cash in the Cash Collateral Account to be controlled by the administrative agent to the New First Lien Exit Facility from the Emergence Date until the first borrowing base redetermination in October 2018; provided that (a) (i) $12.5 million will be released to the Company upon delivery of an acceptable business plan to the administrative agent, (ii) $12.5 million will be released to the Company upon achievement for two consecutive quarters of certain milestones set forth in the business plan and (b) to the extent the foregoing amounts are not released to the Company, up to $25.0 million will be released to the Company upon meeting a minimum 2.00:1.00 ratio of proved developed producing reserves to aggregate principal loan commitments under the New First Lien Exit Facility at any time after July 4, 2017.
|
|
•
|
Senior Secured Notes
. All outstanding obligations under the Senior Secured Notes were canceled and exchanged for approximately 13.7 million of the 18.9 million shares of New Common Stock issued at emergence. Additionally, claims under the Senior Secured Notes received approximately
$281.8 million
of New Convertible Notes, which are mandatorily convertible into approximately 15.0 million shares of New Common Stock upon the first to occur of several triggering events, one of which is maturity.
|
|
•
|
General Unsecured Claims.
The Company’s general unsecured claims, including the Unsecured Notes, became entitled to receive their proportionate share of (a) approximately
$36.7 million
in cash, (b) approximately
5.7 million
shares of New Common Stock,
5.2 million
of which was issued immediately upon emergence, and (c)
4.9 million
Series A Warrants and
2.1 million
Series B Warrants, with initial exercise prices of
$41.34
and
$42.03
per share, respectively, which expire on October 4, 2022.
|
|
•
|
New Building Note
. The New Building Note, with a principal amount of
$35.0 million
, was issued and purchased on the emergence date for $26.8 million in cash, net of certain fees and expenses, by certain holders of the Unsecured Senior Notes.
|
|
•
|
Preferred and Common Stock.
The Company’s existing
7.0%
and
8.5%
convertible perpetual preferred stock and common stock were canceled and released under the Plan without receiving any recovery on account thereof.
|
|
•
|
Total production for the three-month period ended
September 30, 2016
was comprised of approximately
28.1%
oil,
47.8%
natural gas and
24.1%
NGLs compared to
30.8%
oil,
52.3%
natural gas and
16.9%
NGLs in the same period of 2015. Total production for the
nine
-month period ended
September 30, 2016
was comprised of approximately
28.7%
oil,
48.9%
natural gas and
22.4%
NGLs compared to
32.6%
oil,
50.8%
natural gas and
16.6%
NGLs in the same period of 2015.
|
|
•
|
Mid-Continent properties contributed approximately
4.3
MMBoe, or
93.1%
and
14.1
MMBoe, or
94.0%
of the Company’s total production, for the
three and nine
-month periods ended
September 30, 2016
, respectively, compared to approximately
6.5
MMBoe, or
88.4%
and
20.7
MMBoe, or
88.7%
for the same periods in 2015, respectively.
|
|
•
|
Reduced total rigs drilling to one at
September 30, 2016
from four at
September 30, 2015
.
|
|
•
|
Drilled three and 13 wells, respectively, in the Mid-Continent area during the
three and nine
-month periods ended
September 30, 2016
, compared to 20 and 145 wells drilled during the same periods in 2015, respectively, and drilled two and 12 wells, respectively, in the Rockies during the three and nine-month periods ended September 30, 2016.
|
|
•
|
Discontinued drilling and oil field services operations during the first quarter of 2016 as a result of continued low oil prices and decreased demand for drilling and oil field services.
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
Oil (per Bbl)
|
|
$
|
44.94
|
|
|
$
|
46.50
|
|
|
$
|
41.53
|
|
|
$
|
51.01
|
|
|
Natural gas (per Mcf)
|
|
$
|
2.79
|
|
|
$
|
2.75
|
|
|
$
|
2.35
|
|
|
$
|
2.79
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
Results (in thousands)
|
|
|
|
|
|
|
|
||||||||
|
Revenues
|
|
|
|
|
|
|
|
||||||||
|
Oil
|
$
|
54,898
|
|
|
$
|
98,023
|
|
|
$
|
159,023
|
|
|
$
|
361,539
|
|
|
NGL
|
15,336
|
|
|
16,558
|
|
|
42,541
|
|
|
57,055
|
|
||||
|
Natural gas
|
29,700
|
|
|
50,554
|
|
|
78,407
|
|
|
156,805
|
|
||||
|
Other
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
12
|
|
||||
|
Inter-segment revenue
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
||||
|
Total revenues
|
99,934
|
|
|
165,134
|
|
|
279,971
|
|
|
575,399
|
|
||||
|
Operating expenses
|
|
|
|
|
|
|
|
||||||||
|
Production
|
39,913
|
|
|
73,201
|
|
|
130,399
|
|
|
245,399
|
|
||||
|
Production taxes
|
2,278
|
|
|
3,652
|
|
|
6,107
|
|
|
12,548
|
|
||||
|
Depreciation and depletion—oil and natural gas
|
26,335
|
|
|
66,501
|
|
|
86,613
|
|
|
266,906
|
|
||||
|
Accretion of asset retirement obligations
|
1,390
|
|
|
1,132
|
|
|
4,365
|
|
|
3,323
|
|
||||
|
Impairment
|
297,994
|
|
|
1,038,757
|
|
|
657,392
|
|
|
3,611,429
|
|
||||
|
(Gain) loss on derivative contracts
|
(338
|
)
|
|
(42,211
|
)
|
|
4,823
|
|
|
(59,034
|
)
|
||||
|
Loss on settlement of contract
|
—
|
|
|
—
|
|
|
90,184
|
|
|
—
|
|
||||
|
Gain on sale of assets
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
(24
|
)
|
||||
|
Other operating expenses
|
8,236
|
|
|
13,005
|
|
|
54,473
|
|
|
49,513
|
|
||||
|
Total operating expenses
|
375,808
|
|
|
1,154,037
|
|
|
1,034,294
|
|
|
4,130,060
|
|
||||
|
Loss from operations
|
$
|
(275,874
|
)
|
|
$
|
(988,903
|
)
|
|
$
|
(754,323
|
)
|
|
$
|
(3,554,661
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Production data
|
|
|
|
|
|
|
|
||||||||
|
Oil (MBbls)
|
1,282
|
|
|
2,262
|
|
|
4,315
|
|
|
7,604
|
|
||||
|
NGL (MBbls)
|
1,103
|
|
|
1,246
|
|
|
3,358
|
|
|
3,883
|
|
||||
|
Natural gas (MMcf)
|
13,079
|
|
|
23,058
|
|
|
44,124
|
|
|
71,133
|
|
||||
|
Total volumes (MBoe)
|
4,565
|
|
|
7,351
|
|
|
15,027
|
|
|
23,343
|
|
||||
|
Average daily total volumes (MBoe/d)
|
49.6
|
|
|
79.9
|
|
|
54.8
|
|
|
85.5
|
|
||||
|
Average prices—as reported(1)
|
|
|
|
|
|
|
|
||||||||
|
Oil (per Bbl)
|
$
|
42.82
|
|
|
$
|
43.33
|
|
|
$
|
36.85
|
|
|
$
|
47.55
|
|
|
NGL (per Bbl)
|
$
|
13.90
|
|
|
$
|
13.29
|
|
|
$
|
12.67
|
|
|
$
|
14.69
|
|
|
Natural gas (per Mcf)
|
$
|
2.27
|
|
|
$
|
2.19
|
|
|
$
|
1.78
|
|
|
$
|
2.20
|
|
|
Total (per Boe)
|
$
|
21.89
|
|
|
$
|
22.46
|
|
|
$
|
18.63
|
|
|
$
|
24.65
|
|
|
Average prices—including impact of derivative contract settlements(2)
|
|
|
|
|
|
|
|
||||||||
|
Oil (per Bbl)
|
$
|
53.75
|
|
|
$
|
72.18
|
|
|
$
|
51.05
|
|
|
$
|
80.42
|
|
|
NGL (per Bbl)
|
$
|
13.90
|
|
|
$
|
13.29
|
|
|
$
|
12.67
|
|
|
$
|
14.69
|
|
|
Natural gas (per Mcf)
|
$
|
2.32
|
|
|
$
|
2.28
|
|
|
$
|
1.77
|
|
|
$
|
2.61
|
|
|
Total (per Boe)
|
$
|
25.10
|
|
|
$
|
31.61
|
|
|
$
|
22.70
|
|
|
$
|
36.58
|
|
|
(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,
|
||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||
|
|
Production (MBoe)
|
|
% of Total
|
|
Production (MBoe)
|
|
% of Total
|
|
Production (MBoe)
|
|
% of Total
|
|
Production (MBoe)
|
|
% of Total
|
||||||||
|
Mid-Continent
|
4,250
|
|
|
93.1
|
%
|
|
6,495
|
|
|
88.4
|
%
|
|
14,119
|
|
|
94.0
|
%
|
|
20,700
|
|
|
88.7
|
%
|
|
Rockies
|
161
|
|
|
3.5
|
%
|
|
—
|
|
|
—
|
%
|
|
320
|
|
|
2.1
|
%
|
|
—
|
|
|
—
|
%
|
|
Permian Basin
|
153
|
|
|
3.4
|
%
|
|
389
|
|
|
5.3
|
%
|
|
489
|
|
|
3.3
|
%
|
|
1,215
|
|
|
5.2
|
%
|
|
Other - west Texas
|
1
|
|
|
—
|
%
|
|
467
|
|
|
6.3
|
%
|
|
99
|
|
|
0.6
|
%
|
|
1,428
|
|
|
6.1
|
%
|
|
Total
|
4,565
|
|
|
100.0
|
%
|
|
7,351
|
|
|
100.0
|
%
|
|
15,027
|
|
|
100.0
|
%
|
|
23,343
|
|
|
100.0
|
%
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
Results (in thousands)
|
|
|
|
|
|
|
|
|
||||||||
|
Operating revenues
|
|
$
|
5,433
|
|
|
$
|
20,812
|
|
|
$
|
23,073
|
|
|
$
|
63,123
|
|
|
Inter-segment revenue
|
|
(2,429
|
)
|
|
(11,974
|
)
|
|
(12,528
|
)
|
|
(36,915
|
)
|
||||
|
Total revenues
|
|
3,004
|
|
|
8,838
|
|
|
10,545
|
|
|
26,208
|
|
||||
|
Impairment
|
|
55,601
|
|
|
—
|
|
|
57,292
|
|
|
—
|
|
||||
|
Operating expenses
|
|
2,748
|
|
|
10,928
|
|
|
9,989
|
|
|
35,326
|
|
||||
|
Loss from operations
|
|
$
|
(55,345
|
)
|
|
$
|
(2,090
|
)
|
|
$
|
(56,736
|
)
|
|
$
|
(9,118
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Gas Marketed
|
|
|
|
|
|
|
|
|
||||||||
|
Volumes (MMcf)
|
|
—
|
|
|
1,619
|
|
|
344
|
|
|
5,020
|
|
||||
|
Average price
|
|
$
|
—
|
|
|
$
|
2.59
|
|
|
$
|
2.10
|
|
|
$
|
2.57
|
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2016
|
|
2015 (1)
|
|
2016
|
|
2015 (1)
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
|
Revenues
|
|
|
|
|
|
|
|
|
||||||||
|
Oil, natural gas and NGL
|
|
$
|
99,934
|
|
|
$
|
165,135
|
|
|
$
|
279,971
|
|
|
$
|
575,399
|
|
|
Midstream and marketing
|
|
3,004
|
|
|
8,838
|
|
|
10,545
|
|
|
26,208
|
|
||||
|
Drilling and services
|
|
886
|
|
|
4,572
|
|
|
2,342
|
|
|
19,658
|
|
||||
|
Other
|
|
232
|
|
|
1,607
|
|
|
951
|
|
|
3,802
|
|
||||
|
Total revenues
|
|
$
|
104,056
|
|
|
$
|
180,152
|
|
|
$
|
293,809
|
|
|
$
|
625,067
|
|
|
(1)
|
Includes $13.5 million and $46.4 million of revenues attributable to noncontrolling interests in consolidated VIEs, after considering the effects of intercompany eliminations for the three and nine-month periods ended September 30, 2015, respectively.
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2016
|
|
2015 (1)
|
|
2016
|
|
2015 (1)
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
|
Expenses
|
|
|
|
|
|
|
|
|
||||||||
|
Production
|
|
$
|
39,640
|
|
|
$
|
72,884
|
|
|
$
|
129,608
|
|
|
$
|
244,158
|
|
|
Production taxes
|
|
2,278
|
|
|
3,652
|
|
|
6,107
|
|
|
12,548
|
|
||||
|
Cost of sales
|
|
563
|
|
|
4,323
|
|
|
5,302
|
|
|
22,034
|
|
||||
|
Midstream and marketing
|
|
—
|
|
|
6,633
|
|
|
1,840
|
|
|
22,464
|
|
||||
|
Depreciation and depletion—oil and natural gas
|
|
26,335
|
|
|
66,501
|
|
|
86,613
|
|
|
266,906
|
|
||||
|
Depreciation and amortization—other
|
|
7,514
|
|
|
11,379
|
|
|
21,323
|
|
|
37,234
|
|
||||
|
Accretion of asset retirement obligations
|
|
1,390
|
|
|
1,132
|
|
|
4,365
|
|
|
3,323
|
|
||||
|
Impairment
|
|
354,451
|
|
|
1,074,588
|
|
|
718,194
|
|
|
3,647,845
|
|
||||
|
General and administrative
|
|
29,145
|
|
|
34,233
|
|
|
134,447
|
|
|
108,764
|
|
||||
|
(Gain) loss on derivative contracts
|
|
(338
|
)
|
|
(42,211
|
)
|
|
4,823
|
|
|
(59,034
|
)
|
||||
|
Loss on settlement of contract
|
|
—
|
|
|
—
|
|
|
90,184
|
|
|
—
|
|
||||
|
Loss (gain) on sale of assets
|
|
416
|
|
|
6,771
|
|
|
(2,794
|
)
|
|
2,097
|
|
||||
|
Total expenses
|
|
$
|
461,394
|
|
|
$
|
1,239,885
|
|
|
$
|
1,200,012
|
|
|
$
|
4,308,339
|
|
|
(1)
|
Includes $169.4 million and $539.2 million of expenses attributable to noncontrolling interests in consolidated VIEs, after considering the effects of intercompany eliminations, for the three and nine-month periods ended September 30, 2015, respectively.
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
|
Other (expense) income
|
|
|
|
|
|
|
|
|
||||||||
|
Interest expense
|
|
$
|
(3,343
|
)
|
|
$
|
(77,000
|
)
|
|
$
|
(126,099
|
)
|
|
$
|
(213,569
|
)
|
|
Gain on extinguishment of debt
|
|
—
|
|
|
340,699
|
|
|
41,179
|
|
|
358,633
|
|
||||
|
Reorganization items
|
|
(42,754
|
)
|
|
—
|
|
|
(243,672
|
)
|
|
—
|
|
||||
|
Other (expense) income, net
|
|
(898
|
)
|
|
(426
|
)
|
|
1,332
|
|
|
1,208
|
|
||||
|
Total other expense
|
|
(46,995
|
)
|
|
263,273
|
|
|
(327,260
|
)
|
|
146,272
|
|
||||
|
Loss before income taxes
|
|
(404,333
|
)
|
|
(796,460
|
)
|
|
(1,233,463
|
)
|
|
(3,537,000
|
)
|
||||
|
Income tax expense
|
|
4
|
|
|
25
|
|
|
11
|
|
|
90
|
|
||||
|
Net loss
|
|
(404,337
|
)
|
|
(796,485
|
)
|
|
(1,233,474
|
)
|
|
(3,537,090
|
)
|
||||
|
Less: net loss attributable to noncontrolling interest
|
|
—
|
|
|
(156,073
|
)
|
|
—
|
|
|
(493,243
|
)
|
||||
|
Net loss attributable to SandRidge Energy, Inc.
|
|
$
|
(404,337
|
)
|
|
$
|
(640,412
|
)
|
|
$
|
(1,233,474
|
)
|
|
$
|
(3,043,847
|
)
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
|
Interest expense
|
|
|
|
|
|
|
|
|
||||||||
|
Interest expense on debt
|
|
$
|
3,796
|
|
|
$
|
86,313
|
|
|
$
|
123,350
|
|
|
$
|
220,600
|
|
|
Amortization of debt issuance costs, discounts and premium
|
|
—
|
|
|
4,457
|
|
|
7,730
|
|
|
9,377
|
|
||||
|
Write off of debt issuance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,108
|
|
||||
|
Gain on long-term debt holder conversion feature
|
|
—
|
|
|
(10,146
|
)
|
|
(1,324
|
)
|
|
(10,146
|
)
|
||||
|
Capitalized interest
|
|
(207
|
)
|
|
(3,123
|
)
|
|
(2,240
|
)
|
|
(12,741
|
)
|
||||
|
Total
|
|
3,589
|
|
|
77,501
|
|
|
127,516
|
|
|
214,198
|
|
||||
|
Less: interest income
|
|
(246
|
)
|
|
(501
|
)
|
|
(1,417
|
)
|
|
(629
|
)
|
||||
|
Total interest expense
|
|
$
|
3,343
|
|
|
$
|
77,000
|
|
|
$
|
126,099
|
|
|
$
|
213,569
|
|
|
•
|
eliminated approximately $3.7 billion in senior notes and related accrued interest of the Company;
|
|
•
|
issued approximately $281.8 million in New Convertible Notes to certain general unsecured creditors of the Company;
|
|
•
|
entered into the $35.0 million New Building Note;
|
|
•
|
paid down $35.0 million and canceled the senior credit facility;
|
|
•
|
entered into the $425.0 million New First Lien Exit Facility, and subsequently repaid all outstanding amounts during October 2016;
|
|
•
|
funded $50.0 million into the Cash Collateral Account;
|
|
•
|
funded $35.0 million into an escrow account for payment of certain professional fees associated with the restructuring;
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In thousands)
|
||||||
|
Cash flows (used in) provided by operating activities
|
$
|
(64,039
|
)
|
|
$
|
360,886
|
|
|
Cash flows used in investing activities
|
(167,690
|
)
|
|
(729,749
|
)
|
||
|
Cash flows provided by financing activities
|
448,821
|
|
|
977,752
|
|
||
|
Net increase in cash and cash equivalents
|
$
|
217,092
|
|
|
$
|
608,889
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In thousands)
|
||||||
|
Capital Expenditures
|
|
|
|
||||
|
Exploration and production
|
$
|
155,627
|
|
|
$
|
559,515
|
|
|
Midstream services
|
3,085
|
|
|
20,400
|
|
||
|
Other
|
2,695
|
|
|
21,137
|
|
||
|
Capital expenditures, excluding acquisitions
|
161,407
|
|
|
601,052
|
|
||
|
Acquisitions
|
1,328
|
|
|
3,231
|
|
||
|
Total
|
$
|
162,735
|
|
|
$
|
604,283
|
|
|
Senior credit facility
|
$
|
449,198
|
|
|
8.75% Senior Secured Notes due 2020
|
1,328,000
|
|
|
|
Senior Unsecured Notes
|
|
||
|
8.75% Senior Notes due 2020
|
395,935
|
|
|
|
7.5% Senior Notes due 2021
|
757,767
|
|
|
|
8.125% Senior Notes due 2022
|
527,737
|
|
|
|
7.5% Senior Notes due 2023
|
543,561
|
|
|
|
Convertible Senior Unsecured Notes
|
|
||
|
8.125% Convertible Senior Notes due 2022
|
40,694
|
|
|
|
7.5% Convertible Senior Notes due 2023
|
46,900
|
|
|
|
Total debt
|
$
|
4,089,792
|
|
|
Fixed price swaps
|
The Company receives a fixed price for the contract and pays a floating market price to the counterparty over a specified period for a contracted volume.
|
|
|
|
|
Basis swaps
|
The Company receives a payment from the counterparty if the settled price differential is greater than the stated terms of the contract and pays the counterparty if the settled price differential is less than the stated terms of the contract, which guarantees the Company a price differential for oil or natural gas from a specified delivery point.
|
|
|
Notional (MBbls)
|
|
Weighted Average
Fixed Price
|
|||
|
October 2016 - December 2016
|
1,288
|
|
|
$
|
56.45
|
|
|
January 2017 - December 2017
|
1,825
|
|
|
$
|
50.51
|
|
|
|
Notional (MMcf)
|
|
Weighted Average
Fixed Price
|
|||
|
October 2016 - December 2016
|
10,920
|
|
|
$
|
2.86
|
|
|
January 2017 - December 2017
|
18,250
|
|
|
$
|
3.12
|
|
|
|
Notional (MMcf)
|
|
Weighted Average
Fixed Price
|
|||
|
October 2016 - December 2016
|
920
|
|
|
$
|
(0.38
|
)
|
|
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, 2016 — July 31, 2016
|
81,203
|
|
|
$
|
0.02
|
|
|
N/A
|
|
|
N/A
|
|
August 1, 2016 — August 31, 2016
|
75,923
|
|
|
$
|
0.01
|
|
|
N/A
|
|
|
N/A
|
|
September 1, 2016 — September 30, 2016
|
32,493
|
|
|
$
|
0.03
|
|
|
N/A
|
|
|
N/A
|
|
Total
|
189,619
|
|
|
|
|
—
|
|
|
|
||
|
(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
|
Amended Joint Chapter 11 Plan of Reorganization of SandRidge Energy, Inc., et al., dated September 19, 2016
|
8-A
|
|
001-33784
|
|
2.1
|
|
10/4/2016
|
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation of SandRidge Energy, Inc.
|
8-A
|
|
001-33784
|
|
3.1
|
|
10/4/2016
|
|
|
|
3.2
|
Amended and Restated Bylaws of SandRidge Energy, Inc.
|
8-A
|
|
001-33784
|
|
3.2
|
|
10/4/2016
|
|
|
|
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
|
|
|
|
|
|
|
|
|
*
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|