Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 30, 2024

SANDRIDGE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-33784

20-8084793

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1 E. Sheridan Ave, Suite 500

Oklahoma City, Oklahoma

73104

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, including Area Code: (405) 429-5500

Not Applicable.

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 1 Current Report on Form 8-K/A (the “Amendment”) of SandRidge Energy, Inc. (the “Company”), amends and supplements the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on September 3, 2024 (the “Initial Form 8-K”), which reported under Item 2.01 that, on August 30, 2024, the Company closed the previously announced acquisition of Upland Exploration’s oil and gas assets in the Cherokee Play of the Western Anadarko Basin (the “Assets”), pursuant to that certain amended Purchase and Sale Agreement (“PSA”), dated August 30, 2024 with Upland Exploration, LLC, and Upland Operating, LLC (the “Transaction”). This amendment amends Item 9.01 of the Initial Form 8-K solely to provide the financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that was not included in the Initial Form 8-K. Except as provided herein, this Amendment does not amend, modify, or update the disclosures contained in the Initial Form 8-K.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of business acquired

The unaudited combined statement of revenues and direct operating expenses of the Assets for the six months ended June 30, 2024, including the related notes thereto, are filed herewith as Exhibit 99.1.

The audited combined statement of revenues and direct operating expenses of the Assets for the year ended December 31, 2023, including the related notes thereto, are filed herewith as Exhibit 99.2.

(b) Pro forma financial information

The unaudited pro forma condensed combined statements of operations of the Company for the nine months ended September 30, 2024 and the year ended December 31, 2023, including the related notes thereto, giving effect to the Transaction are filed herewith as Exhibit 99.3. The unaudited pro forma financial information gives effect to the Transaction on the basis, and subject to the assumptions, set forth in accordance with Article 11 of Regulation S-X.

(d) Exhibits


23.1			Consent of Grant Thornton LLP

23.2			Consent of Cawley, Gillespie & Associates

99.1			Unaudited combined statement of revenues and direct operating expenses of the Assets for the six months ended June 30, 2024

99.2			Audited combined statement of revenues and direct operating expenses of the Assets for the year ended December 31, 2023

99.3			Unaudited pro forma condensed combined statements of operations of SandRidge Energy, Inc. for the nine months ended September 30, 2024 and for the year ended December 31, 2023

104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SANDRIDGE ENERGY, INC.

(Registrant)

Date: November 14, 2024

By:

/s/ Jonathan Frates

Jonathan Frates

Executive Vice President and Chief Financial Officer

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated November 14, 2024, with respect to the combined statement of revenues and direct operating expenses of certain interests in oil and gas properties, rights, and related assets owned by Upland Exploration, LLC and Upland Operating, LLC included in this Current Report of SandRidge Energy, Inc. on Form 8-K/A. We consent to the incorporation by reference of said report in the Registration Statements of SandRidge Energy, Inc. on Form S-3 (File No. 333-266522) and Form S-8 (File No. 333-214383).

/s/ GRANT THORNTON LLP

Oklahoma City, Oklahoma

November 14, 2024

Exhibit 23.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the use by SandRidge Energy, Inc. (the “Company”), of our name and to the inclusion of information taken from the reports listed below in the Company’s Form 8-K/A, including any amendments thereto, filed with the U.S. Securities and Exchange Commission on or about November 14, 2024, as well as to the incorporation by reference thereof into the Company’s Registration Statement on Form S-8 (File No. 333-214383) and Form S-3 (File No. 333-266522), including any amendments thereto, in accordance with the requirements of the Securities Act of 1933, as amended:

December 31, 2023, SandRidge Energy, Inc. Interest in Certain Properties located in Ellis, Lipscomb and Roger Mills Counties, Oklahoma — SEC Price Case

December 31, 2023, SandRidge Energy, Inc. Interest in Certain Properties located in the United States — SEC Price Case

December 31, 2022, SandRidge Energy, Inc. Interest in Certain Properties located in Ellis, Lipscomb and Roger Mills Counties, Oklahoma — SEC Price Case

December 31, 2022, SandRidge Energy, Inc. Interest in Certain Properties located in the United States — SEC Price Case

CAWLEY, GILLESPIE & ASSOCIATES, INC.

J. Zane Meekins, P.E.

Executive Vice President

Fort Worth, Texas

November 14, 2024

EXHIBIT 99.1

COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES

(UNAUDITED)

Six Months Ended June 30, 2024

Table of Contents


Combined Statement of Revenues and Direct Operating Expenses (Unaudited)			2

Notes to the Combined Statement of Revenues and Direct Operating Expenses (Unaudited)			3

COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES (UNAUDITED)


	Six Months Ended June 30,
	2024
$ in thousands
Revenues	$	32,047
Direct operating expenses	4,710
Excess of revenues over direct operating expenses	$	27,337

See accompanying Notes to the Combined Statement of Revenues and Direct Operating Expenses

NOTES TO THE COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES (UNAUDITED)

1. Background Information and Basis of Presentation

On August 30, 2024, SandRidge Exploration and Production, LLC (the “Purchaser”), a Delaware limited liability company and a wholly owned subsidiary of SandRidge Energy, Inc. (the “Company”), Upland Exploration, LLC, a Texas limited liability company, and Upland Operating, LLC, an Oklahoma limited liability company (together with Upland Exploration, LLC, collectively, the “Seller”) closed the transactions (collectively the “Transaction”) contemplated by the previously announced Purchase and Sale Agreement, dated July 29, 2024, as amended August 30, 2024 (the “PSA”) and the Purchaser purchased certain of Seller’s interests in oil and gas properties, rights, and related assets in the Cherokee play of the Western Anadarko Basin (the “Assets”) for $123.8 million (the “Closing”), subject to a customary final post-closing settlement between Purchaser and Seller. The Company funded the closing payment with cash on hand.

The accompanying Combined Statement of Revenues and Direct Operating Expenses (the “Statement”) represents the direct undivided interests in oil, natural gas and natural gas liquids (“NGL”) revenues and direct operating expenses associated with the producing wells in the Assets. The Combined Statement of Revenues and Direct Operating Expenses has been derived from the historical financial records of the Seller. For purposes of this Statement, all oil and natural gas properties identified in the purchase and sale agreement are included herein. During the periods presented, the Assets were not accounted for or operated as a separate entity, subsidiary, segment or division by the Seller. Accordingly, a complete set of financial statements required, if available, by the Securities and Exchange Commission’s Regulation S-X, including a balance sheet and statement of cash flows, prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) is not available or practicable to prepare for the Assets. The accompanying Combined Statement of Revenues and Direct Operating Expenses varies from a complete income statement in accordance with U.S. GAAP in that it does not reflect certain expenses incurred in connection with the ownership and operation of the Assets, including but not limited to depreciation, depletion and amortization, accretion of asset retirement obligations, general and administrative expenses, interest expense, and provision for income taxes. In addition, the Combined Statement of Revenues and Direct Operating Expenses is not indicative of the results of operations for the Assets on a go forward basis.

2. Summary of Significant Accounting Policies

Revenue Recognition

Revenue from the sale of oil, natural gas and NGLs is recognized in the period that the performance obligations are satisfied in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 606, Revenue Recognition. These performance obligations are primarily comprised of the delivery of oil, natural gas or NGLs at specified delivery points. Each barrel of oil, MMBtu of natural gas or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer through delivery of oil, natural gas and NGLs.

Direct Operating Expenses

Direct operating expenses are recognized when incurred and include lease operating expenses as well as production, ad valorem and other taxes.

Use of Estimates

U.S. GAAP requires management to make estimates and assumptions based on judgment that affect the amounts reported in the Statement. Actual results may differ from those estimates for a variety of reasons.

3. Subsequent Events

The Transaction closed on August 30, 2024, pursuant to the Terms of the PSA. The Company evaluated subsequent events through November 14, 2024, the date the Combined Statement of Revenues and Direct Operating Expenses was available to be issued, and has concluded that no other events need to be reported for this period.

EXHIBIT 99.2

COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES

Year Ended December 31, 2023

with Report of Independent Certified Public Accountants

Table of Contents


Report of Independent Certified Public Accountants			2

Combined Statement of Revenues and Direct Operating Expenses			4

Notes to the Combined Statement of Revenues and Direct Operating Expenses			5

Supplemental Oil and Gas Reserve Information (unaudited)			6

Report of Independent Certified Public Accountants

Board of Directors and Stockholders

SandRidge Energy, Inc.

Opinion

We have audited the Combined Statement of Revenues and Direct Operating Expenses of certain interests in oil and gas properties, rights, and related assets owned by Upland Exploration, LLC and Upland Operating, LLC (collectively, the “Assets”), for the year ended December 31, 2023, and the related notes to the statement.

In our opinion, the accompanying combined statement presents fairly, in all material respects, the revenues and direct operating expenses of the Assets for the year ended December 31, 2023, in accordance with accounting principles generally accepted in the United States of America.

Basis for opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Statement section of our report. We are required to be independent of the Assets and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of matter – basis of accounting

We draw attention to Note 1 to the Combined Statement of Revenues and Direct Operating Expenses, which describes that the accompanying Combined Statement of Revenues and Direct Operating Expenses was prepared for the purpose of a filing requirement of the United States Securities and Exchange Commission and is not intended to be a complete presentation of the Assets’ revenues and expenses. As a result, the combined statement may not be suitable for another purpose. Our opinion is not modified with respect to this matter.

Responsibilities of management for the statement

Management is responsible for the preparation and fair presentation of the Combined Statement of Revenues and Direct Operating Expenses in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined statement that is free from material misstatement, whether due to fraud or error.

Auditor’s responsibilities for the audit of the statement

Our objectives are to obtain reasonable assurance about whether the Combined Statement of Revenues and Direct Operating Expenses as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined statement.

In performing an audit in accordance with US GAAS, we:

•Exercise professional judgment and maintain professional skepticism throughout the audit.

•Identify and assess the risks of material misstatement of the Combined Statement of Revenues and Direct Operating Expenses, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the Combined Statement of Revenues and Direct Operating Expenses.

•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Assets’ internal control. Accordingly, no such opinion is expressed.

•Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the Combined Statement of Revenues and Direct Operating Expenses.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

/s/ GRANT THORNTON LLP

Oklahoma City, Oklahoma

November 14, 2024

COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES


	Year Ended December 31,
	2023
$ in thousands
Revenues	$	38,661
Direct operating expenses	7,112
Excess of revenues over direct operating expenses	$	31,549

See accompanying Notes to the Combined Statement of Revenues and Direct Operating Expenses

NOTES TO THE COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES

1. Background Information and Basis of Presentation

The accompanying Combined Statement of Revenues and Direct Operating Expenses (the “Statement”) represents the direct undivided interests in oil, natural gas and natural gas liquids (“NGL”) revenues and direct operating expenses associated with the producing wells in the Assets. The Combined Statement of Revenues and Direct Operating Expenses have been derived from the historical financial records of the Seller. For purposes of this statement, all oil and natural gas properties identified in the purchase and sale agreement are included herein. During the period presented, the Assets were not accounted for or operated as a separate entity, subsidiary, segment or division by the Seller. Accordingly, a complete set of financial statements required, if available, by the Securities and Exchange Commission’s Regulation S-X, including a balance sheet and statement of cash flows, prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) is not available or practicable to prepare for the Assets. The accompanying Combined Statement of Revenues and Direct Operating Expenses varies from a complete income statement in accordance with U.S. GAAP in that it does not reflect certain expenses incurred in connection with the ownership and operation of the Assets, including but not limited to depreciation, depletion and amortization, accretion of asset retirement obligations, general and administrative expenses, interest expense, and provision for income taxes. In addition, the Combined Statement of Revenues and Direct Operating Expenses is not indicative of the results of operations for the Assets on a go forward basis.

2. Summary of Significant Accounting Policies

Revenue Recognition

Revenue from the sale of oil, natural gas and NGLs is recognized in the period that the performance obligations are satisfied in accordance with Financial Accounting Standards Codification (“ASC”) Topic 606, Revenue Recognition. These performance obligations are primarily comprised of the delivery of oil, natural gas or NGLs at specified delivery points. Each barrel of oil, MMBtu of natural gas or other unit of measure is separately identifiable and represents a distinct performance obligation to which the transaction price is allocated. Performance obligations are satisfied at a point in time once control of the product has been transferred to the customer through delivery of oil, natural gas and NGLs.

Direct Operating Expenses

Direct operating expenses are recognized when incurred and include lease operating expenses as well as production, ad valorem and other taxes.

Use of Estimates

3. Subsequent Events

Supplemental Oil and Natural Gas Disclosures (Unaudited)

Oil, Natural Gas and NGL Reserve Quantities

The unaudited supplemental information on oil and natural gas exploration and production activities related to the Assets for 2023 has been prepared in accordance with ASC Topic 932, Extractive Activities—Oil and Gas and the Securities and Exchange Commission’s final rule, Modernization of Oil and Gas Reporting based on the 12-month unweighted first-day-of-the-month average prices as of December 31, 2023, with appropriate adjustments by property for location, quality, and gathering and marketing differentials.

Proved reserves are estimated quantities of oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic, governmental regulations and operating conditions. Proved developed reserves are those which are expected to be recovered through existing wells with existing equipment and operating methods. The proved oil, natural gas and NGL reserves disclosed below have been independently prepared by Cawley, Gillespie & Associates. Refer to our Annual Report on Form 10-K for our reserves process and more information regarding reserve preparation, to include independent engineering.

Below are the net quantities of estimated total proved, proved developed and proved undeveloped reserves of the Assets. An analysis of the change in estimated quantities of reserves, all of which are located within the United States, is presented below:


	Oil	NGL	Natural Gas	Total
	(MBbls)	(MBbls)	(MMcf)	MBoe
Proved developed and undeveloped reserves






As of December 31, 2022	1,288	1,323	6,676	3,723
Revisions of previous estimates	116	149	921	418

Extensions and discoveries	1,041	1,559	8,038	3,940

Production	(432)	(223)	(1,294)	(870)
As of December 31, 2023	2,013	2,808	14,342	7,211
Proved developed reserves

As of December 31, 2022	588	609	3,044	1,704
As of December 31, 2023	1,624	2,304	11,811	5,896
Proved undeveloped reserves

As of December 31, 2022	700	714	3,633	2,019
As of December 31, 2023	389	505	2,531	1,315

Totals may not sum or recalculate due to rounding

Standardized Measure of Discounted Future Net Cash Flows (Unaudited)

The standardized measure of discounted future net cash flows related to proved reserves (“Standardized Measure”) is a disclosure requirement under ASC 932-325. The Standardized Measure does not purport to be, nor should it be interpreted to present, the fair value of the proved reserves of the Assets. Significant changes in estimated reserves volumes or commodity prices could have a material effect on the results of operations of the Assets. The estimates of future cash flows are based on the 12-month first-day-of-the-month average prices which are calculated using $2.33 per mcf, $75.88 per bbl of oil and $16.25 per bbl of NGL, respectively, after basis differential adjustments.

Estimated future net cash flows presented are reduced by estimated future production costs and future development costs, which include abandonment and dismantlement costs based on existing costs, assuming continuation of existing economic conditions. The estimated future net cash flows are then discounted at a rate of 10%. No deduction has been made for general and administrative expenses, interest expense, depreciation, depletion and amortization or federal or state income taxes.

The Standardized Measure of the Assets is presented below ($ in thousands):


	December 31,
	2023
Future cash inflows from production	$	232,213
Future production costs	(64,190)
Future development costs	(13,381)
Future income tax expenses	(83)
Undiscounted future net cash flows	154,559
10% annual discount	(58,835)
Standardized Measure of discounted future net cash flows	$	95,724

Changes in the Standardized Measure of the Assets are as follows ($ in thousands):


	Year Ended December 31,
	2023
Standardized Measure - Beginning of year	$	57,579
Increase (decrease) in:
Revenues less production	(32,592)
Net changes in prices, production and other costs	(26,069)
Development costs incurred	26,660
Net changes in future development costs	—
Extensions and discoveries	55,727
Revisions of previous quantity estimates	7,216
Accretion of discount	5,758
Net change in income taxes	(52)
Purchases of reserves in-place	—
Sales of reserves in-place	—
Timing differences and other	1,497
Net change for the year	38,145
Standardized Measure - end of year	$	95,724

EXHIBIT 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

On August 30, 2024, SandRidge Exploration and Production, LLC (the “Purchaser”), a Delaware limited liability company and a wholly owned subsidiary of SandRidge Energy, Inc. (“SandRidge” or the “Company”), Upland Exploration, LLC, a Texas limited liability company, and Upland Operating, LLC, an Oklahoma limited liability company (together with Upland Exploration, LLC, collectively, the “Seller”) closed the transactions (collectively the “Transaction”) contemplated by the previously announced Purchase and Sale Agreement, dated July 29, 2024, as amended August 30, 2024 (the “PSA”) and the Purchaser purchased certain of Seller’s interests in oil and natural gas properties, rights, and related assets in the Cherokee play of the Western Anadarko Basin (the “Assets”) for $123.8 million (the “Closing”), subject to a customary final post-closing settlement between Purchaser and Seller. The Company funded the closing payment with cash on hand.

The following unaudited pro forma condensed combined statements of operations are derived from the historical consolidated financial statements of SandRidge and the Seller’s statements of revenues and direct operating expenses for the period from January 1, 2023 through September 30, 2024, adjusted to give effect to the Transaction as if it had been consummated on January 1, 2023.

The unaudited pro forma condensed combined statements of operations should be read in conjunction with the historical consolidated financial statements and accompanying notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Quarterly Report on Form 10-Q for the nine months ended September 30, 2024 and the historical Statements of Revenues and Direct Operating Expenses of the Assets for the six months ended June 30, 2024 and the year ended December 31, 2023 and accompanying notes thereto filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K/A of which this Exhibit 99.3 is a part.

The unaudited pro forma condensed combined statements of operations reflect adjustments to conform the classification of expenses in the Asset’s historical statements of revenues and direct operating expenses to SandRidge’s classification for similar expenses, based on currently available information and certain estimates and assumptions that the Company believes are reasonable. Therefore, the actual impact of the Transaction may differ from the adjustments made to the unaudited pro forma condensed combined statements of operations. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects for the period presented as if the Transaction had been consummated earlier, and that all adjustments necessary to present fairly the unaudited pro forma condensed combined statements of operations have been made. The pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined statements of operations presented below.

The unaudited pro forma condensed combined statements of operations are not intended to represent what the Company’s results of operations would have been had the Transaction actually been consummated on the assumed date nor does it purport to project the future operating results of the combined company following the Transaction. The unaudited pro forma condensed combined statements of operations do not reflect future events that may occur after the Transaction, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, cost savings, or economies of scale that the combined company may achieve with respect to the combined operations. The unaudited pro forma condensed combined statements of operations also exclude the effects of costs of integration activities that may result from the Transaction. As a result, future results may vary significantly from the results reflected in the pro forma condensed combined statements of operations and should not be relied on as an indication of the future results of the Company.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2024


	SandRidge Historical		Seller Historical		Reclassification Adjustments (Note 3)			Transaction Adjustments (Note 3)			Pro Forma Combined
Revenues
Oil, natural gas and NGL	$	86,317	$	45,018	$	—		$	(4,019)	(c)	$	127,316

Total revenues	86,317		45,018		—			(4,019)			127,316
Expenses
Direct Operating Expenses	—		6,631		(6,631)		(a)	—			—
Lease operating expenses	28,734		—		4,251		(a)	(376)		(c)	32,609
Production, ad valorem, and other taxes	5,550		—		2,380		(a)	(261)		(c)	7,669
Depreciation and depletion — oil and natural gas	16,771		—		—			11,409		(b)	28,180
Depreciation and amortization — other	4,947		—		—			—			4,947

General and administrative	8,686		—		—			—			8,686
Restructuring expenses	341		—		—			—			341

(Gain) loss on derivative contracts	(1,866)		—		—			—			(1,866)

Other operating (income) expense, net	24		—		—			—			24
Total expenses	63,187		6,631		—			10,772			80,590
Income from operations	23,130		38,387		—			(14,791)			46,726
Other income (expense)
Interest income (expense), net	6,742		—		—			(4,225)		(d)	2,517
Other income (expense), net	92		—		—			—			92
Total other income (expense)	6,834		—		—			(4,225)			2,609
Income (loss) before income taxes	29,964		38,387		—			(19,016)			49,335
Income tax (benefit) expense	(15,439)		—		—			—			(15,439)
Net income (loss)	$	45,403	$	38,387	$	—		$	(19,016)		$	64,774
Net income (loss) per share
Basic	$	1.22									$	1.75
Diluted	$	1.22									$	1.74
Weighted average number of common shares outstanding
Basic	37,087										37,087
Diluted	37,150										37,150

See accompanying notes to unaudited pro forma condensed combined statements of operations.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2023


	SandRidge Historical		Seller Historical		Reclassification Adjustments (Note 3)			Transaction Adjustments (Note 3)			Pro Forma Combined
Revenues
Oil, natural gas and NGL	$	148,641	$	38,661	$	—		$	—		$	187,302

Total revenues	148,641		38,661		—			—			187,302
Expenses
Direct Operating Expenses	—		7,112		(7,112)		(a)	—			—
Lease operating expenses	41,862		—		5,098		(a)	—			46,960
Production, ad valorem, and other taxes	10,870		—		2,014		(a)	—			12,884
Depreciation and depletion — oil and natural gas	15,657		—		—			17,536		(b)	33,193
Depreciation and amortization — other	6,518		—		—			—			6,518

General and administrative	10,735		—		—			—			10,735
Restructuring expenses	406		—		—			—			406
Employee termination benefits	19		—					—			19
(Gain) loss on derivative contracts	(1,447)		—		—			—			(1,447)

Other operating (income) expense, net	(157)		—		—			—			(157)
Total expenses	84,463		7,112		—			17,536			109,111
Income from operations	64,178		31,549		—			(17,536)			78,191
Other income (expense)
Interest income (expense), net	10,552		—		—			(5,912)		(d)	4,640
Other income (expense), net	87		—		—			—			87
Total other income (expense)	10,639		—		—			(5,912)			4,727
Income (loss) before income taxes	74,817		31,549		—			(23,448)			82,918
Income tax (benefit) expense	13,960		—		—			—			13,960
Net income (loss)	$	60,857	$	31,549	$	—		$	(23,448)		$	68,958
Net income (loss) per share
Basic	$	1.65									$	1.87
Diluted	$	1.64									$	1.86
Weighted average number of common shares outstanding
Basic	36,939										36,939
Diluted	37,134										37,134

See accompanying notes to unaudited pro forma condensed combined statements of operations.

Notes to Unaudited Pro Forma Condensed Combined Statements of Operations

1. Basis of Presentation

The accompanying unaudited pro forma condensed combined statements of operations were prepared based on the historical consolidated financial statements of the Company and the historical Statement of Revenues and Direct Operating Expenses of the Assets related to the Transaction. The Unaudited Pro Forma Condensed Combined Statement of Operations for the nine months ended September 30, 2024 and the year ended December 31, 2023 were prepared assuming the Transaction occurred on January 1, 2023.

The statements of revenues and direct operating expenses for the Assets, which is being presented in accordance with Article 3-05 of Regulation S-X, represents an abbreviated financial statement that includes less information about the historical operations associated with the Transaction or about our current and future results as the owner of the Assets than full financial statements. For example, the statement of revenues and direct operating expenses does not include information about capital structure, interest expense, entity-level taxes, or depreciation, depletion and amortization and certain overhead recoveries allowed for under our joint operating agreements.

The unaudited pro forma condensed combined statements of operations reflects pro forma adjustments that are described in the accompanying notes and are based on currently available information and certain estimates and assumptions that SandRidge believes are reasonable, however, actual results may differ from those reflected. In SandRidge’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The unaudited pro forma condensed combined statements of operations do not purport to represent what SandRidge’s financial position or results of operations would have been if the Transaction had actually occurred on the dates indicated above, nor is it indicative of SandRidge’s future financial position or results of operations. The unaudited pro forma condensed combined statements of operations should be read in conjunction with the historical consolidated financial statements and related notes of SandRidge and the Seller, as applicable, for the period presented.

2. Pro Forma Acquisition Accounting

In August 2024, we consummated the acquisition contemplated by the PSA, pursuant to which we acquired the Assets for aggregate consideration of $123.8 million, subject to a customary final post-closing settlement between Purchaser and Seller. The purchase consideration was funded using cash on hand. The Transaction was accounted for as an asset acquisition. The table below represents the preliminary allocation of the total cost of the Transaction to the assets acquired and liabilities assumed, as follows:


	(in thousands)
Total Cost
Cash at closing	$	101,686
Holdback and escrow(1)	22,159
Total Consideration	$	123,845

Allocation of Total Consideration
Assets
Oil and natural gas properties	$	129,681
Total Assets	$	129,681

Liabilities
Accounts payable and accrued expenses	$	5,836



Total liabilities assumed	5,836
Net Assets Acquired and Liabilities Assumed	$	123,845

__________________

(1) Represents payments held back and contingent upon additional title diligence, conveyance of interest in a certain well, well performance adjustments, among other factors.

3. Pro Forma Adjustments

The unaudited pro forma condensed combined statements of operations have been prepared to illustrate the effect of the Transaction and has been prepared for informational purposes only.

The preceding unaudited pro forma condensed combined statements of operations have been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaced the previous pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows for supplemental disclosure of the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management Adjustments”). Management has elected not to disclose Management Adjustments.

The following adjustments have been made to the accompanying unaudited pro forma condensed combined statements of operations:

(a)Seller reclassification and conforming adjustments:

i.Reflects reclassification for the nine-months ended September 30, 2024 of approximately $6.6 million from Direct Operating Expenses to the respective operating expenses by category: $4.3 million to Lease operating expenses and $2.4 million million to Production, ad valorem, and other taxes).

ii.Reflects reclassification for the year ended December 31, 2023 of approximately $7.1 million from Direct Operating Expenses to the respective operating expenses by category: $5.1 million to Lease operating expenses and $2.0 million to Production, ad valorem, and other taxes).

(b)Depreciation and depletion – oil and natural gas related to the Transaction for the nine months ended September 30, 2024 and for the year ended December 31, 2023 was calculated using the unit-of-production method under the full cost method of accounting, and adjusts for (i) the increase in depreciation and depletion – oil and natural gas reflecting the relative fair values and production volumes attributable to the Transaction and (ii) the revision to the Company’s depletion rate reflecting the reserve volumes acquired in the Transaction.

(c)SandRidge Historical results include the benefit of financial contributions of the acquired assets for the month ended September 30, 2024. The Transaction Adjustment accounts for this contribution in the Pro Forma Combined.

(d)Interest income adjustment related to the Transaction was calculated using an average interest rate for the period and $123.8 million in consideration.

4. Supplemental Pro Forma Oil and Natural Gas Reserves Information

Estimated Oil, Natural Gas and NGL Reserve Quantities

The following tables present the estimated pro forma combined net proved developed and undeveloped oil and natural gas reserves information as of December 31, 2023, along with a summary of changes in quantities of net remaining proved reserves for the year ended December 31, 2023.

The pro forma oil and natural gas reserves information is not necessarily indicative of the results that might have occurred had the Transaction been completed on January 1, 2023 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in the Company’s Annual Report on Form 10-K and in comparable “Risk Factors” sections of our Quarterly Reports on Form 10-Q filed after such Form 10-K.


	Oil (MBbls)
	SandRidge Historical	Seller Historical	Pro Forma Combined
Proved developed and undeveloped reserves






As of December 31, 2022	8,421	1,288	9,709
Revisions of previous estimates	(1,027)	116	(911)
Acquisitions of new reserves	453	—	453
Extensions and discoveries	283	1,041	1,324
Sales of reserves in place	(26)	—	(26)
Production	(1,047)	(432)	(1,479)
As of December 31, 2023	7,057	2,013	9,070
Proved developed reserves

As of December 31, 2022	8,421	588	9,009
As of December 31, 2023	7,057	1,624	8,681
Proved undeveloped reserves

As of December 31, 2022	—	700	700
As of December 31, 2023	—	389	389

Totals may not sum or recalculate due to rounding


	NGL (MBbls)
	SandRidge Historical	Seller Historical	Pro Forma Combined
Proved developed and undeveloped reserves






As of December 31, 2022	25,433	1,323	26,756
Revisions of previous estimates	(8,200)	149	(8,051)
Acquisitions of new reserves	379	—	379
Extensions and discoveries	357	1,559	1,916
Sales of reserves in place	(49)	—	(49)
Production	(1,705)	(223)	(1,928)
As of December 31, 2023	16,215	2,808	19,023
Proved developed reserves

As of December 31, 2022	25,433	609	26,042
As of December 31, 2023	16,215	2,304	18,519
Proved undeveloped reserves

As of December 31, 2022	—	714	714
As of December 31, 2023	—	505	505

Totals may not sum or recalculate due to rounding


	Natural Gas (MMcf)
	SandRidge Historical	Seller Historical	Pro Forma Combined
Proved developed and undeveloped reserves






As of December 31, 2022	242,822	6,676	249,498
Revisions of previous estimates	(36,464)	921	(35,543)
Acquisitions of new reserves	5,474	—	5,474
Extensions and discoveries	3,431	8,038	11,469
Sales of reserves in place	(427)	—	(427)
Production	(20,403)	(1,294)	(21,697)
As of December 31, 2023	194,433	14,342	208,775
Proved developed reserves

As of December 31, 2022	242,822	3,044	245,866
As of December 31, 2023	194,433	11,811	206,244
Proved undeveloped reserves

As of December 31, 2022	—	3,633	3,633
As of December 31, 2023	—	2,531	2,531

Totals may not sum or recalculate due to rounding

Standardized measure of discounted future net cash flows

The following tables present the estimated pro forma standardized measure of discounted future net cash flows (the “pro forma standardized measure”) as of December 31, 2023. The pro forma standardized measure information set forth below gives effect to the Transaction as if it had been completed on January 1, 2023. An explanation of the underlying methodology applied, as required by SEC regulations, can be found within the historical financial statements included in the Company’s Annual Report on Form 10-K. The calculations assume the continuation of existing economic, operating and contractual conditions as of December 31, 2023.

The pro forma standardized measure is not necessarily indicative of the results that might have occurred had the Transaction been completed on January 1, 2023 and is not intended to be a projection of future results. Future results may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors” included in the Company’s Annual Report on Form 10-K.

The pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves as of December 31, 2022 is as follows (in thousands):


	December 31, 2023
	SandRidge Historical		Seller Historical		Pro Forma Combined
Future cash inflows from production	$	1,204,568	$	232,213	$	1,436,781
Future production costs	(627,715)		(64,190)		(691,905)
Future development costs	(39,288)		(13,381)		(52,669)
Future income tax expenses	—		(83)		(83)
Undiscounted future net cash flows	537,565		154,559		692,124
10% annual discount	(241,272)		(58,835)		(300,107)
Standardized measure of discounted future net cash flows	$	296,293	$	95,724	$	392,017

Changes in standardized measure

The changes in the pro forma standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves for the year ended December 31, 2023 are as follows (in thousands):


	Year Ended December 31, 2023
	SandRidge Historical		Upland Exploration Transaction		Pro Forma Combined
Beginning present value	$	806,865	$	57,579	$	864,444
Changes during the year
Revenues less production	(95,909)		(32,592)		(128,501)
Net changes in prices, production and other costs	(372,897)		(26,069)		(398,966)
Development costs incurred	645		26,660		27,305
Net changes in future development costs	(1,307)		—		(1,307)
Extensions and discoveries	18,422		55,727		74,149
Revisions of previous quantity estimates	(171,758)		7,216		(164,542)
Accretion of discount	81,066		5,758		86,824
Net change in income taxes	3,798		(52)		3,746
Purchases of reserves in-place	14,450		—		14,450
Sales of reserves in-place	(1,394)		—		(1,394)
Timing differences and other	14,312		1,497		15,809
Net change for the year	(510,572)		38,145		(472,427)
Ending present value	$	296,293	$	95,724	$	392,017

Cover	Aug. 30, 2024
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Aug. 30, 2024
Entity Registrant Name	SANDRIDGE ENERGY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-33784
Entity Tax Identification Number	20-8084793
Entity Address, Address Line One	1 E. Sheridan Ave
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Oklahoma City
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	73104
City Area Code	405
Local Phone Number	429-5500
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SD
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001349436