Condensed Consolidating Financial Information | Condensed Consolidating Financial Information The Company provides condensed consolidating financial information for its subsidiaries that are guarantors of its registered debt. As of June 30, 2015 , the subsidiary guarantors, which are 100% owned by the Company, have jointly and severally guaranteed, on a full, unconditional and unsecured basis, the Company’s outstanding Senior Unsecured Notes. The subsidiary guarantees (i) rank equally in right of payment with all of the existing and future senior debt of the subsidiary guarantors; (ii) rank senior to all of the existing and future subordinated debt of the subsidiary guarantors; (iii) are effectively subordinated in right of payment to any existing or future secured obligations of the subsidiary guarantors to the extent of the value of the assets securing such obligations; (iv) are structurally subordinated to all debt and other obligations of the subsidiaries of the guarantors who are not themselves subsidiary guarantors; and (v) are only released under certain customary circumstances. The Company’s subsidiary guarantors guarantee payments of principal and interest under the Company’s registered notes. Certain of the Company’s wholly owned subsidiaries that were sold in February 2014, as discussed in Note 2 , guaranteed the Company’s registered debt. Upon the closing of the sale, these subsidiaries were released from their guarantees. The condensed consolidating financial information in the tables below reflects these subsidiaries’ financial information through the date of the sale. The following condensed consolidating financial information represents the financial information of SandRidge Energy, Inc., its wholly owned subsidiary guarantors and its non-guarantor subsidiaries, prepared on the equity basis of accounting. The non-guarantor subsidiaries, including consolidated VIEs, majority-owned subsidiaries and certain immaterial wholly owned subsidiaries, are included in the non-guarantors column in the tables below. The financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the subsidiary guarantors operated as independent entities. Condensed Consolidating Balance Sheets June 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 970,115 $ 4,440 $ 9,062 $ — $ 983,617 Accounts receivable, net 7 228,493 9,227 (7 ) 237,720 Intercompany accounts receivable 1,026,442 1,341,801 35,566 (2,403,809 ) — Derivative contracts — 120,575 14,241 (14,241 ) 120,575 Prepaid expenses — 9,926 12 — 9,938 Other current assets — 25,985 — — 25,985 Total current assets 1,996,564 1,731,220 68,108 (2,418,057 ) 1,377,835 Property, plant and equipment, net — 3,334,417 551,984 — 3,886,401 Investment in subsidiaries 4,307,423 7,878 — (4,315,301 ) — Derivative contracts — 23,470 — — 23,470 Other assets 135,828 16,785 631 (5,902 ) 147,342 Total assets $ 6,439,815 $ 5,113,770 $ 620,723 $ (6,739,260 ) $ 5,435,048 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued expenses $ 177,231 $ 316,001 $ 1,450 $ (7 ) $ 494,675 Intercompany accounts payable 1,328,602 1,040,026 35,181 (2,403,809 ) — Derivative contracts — 14,343 — (14,241 ) 102 Deferred tax liability 52,763 — — — 52,763 Other current liabilities — 3,791 — — 3,791 Total current liabilities 1,558,596 1,374,161 36,631 (2,418,057 ) 551,331 Investment in subsidiaries 914,164 273,921 — (1,188,085 ) — Long-term debt 4,401,541 — — (5,902 ) 4,395,639 Derivative contracts — 26 — — 26 Asset retirement obligations — 57,084 — — 57,084 Other long-term obligations 77 15,319 — — 15,396 Total liabilities 6,874,378 1,720,511 36,631 (3,612,044 ) 5,019,476 Equity SandRidge Energy, Inc. stockholders’ equity (434,563 ) 3,393,259 584,092 (3,977,351 ) (434,563 ) Noncontrolling interest — — — 850,135 850,135 Total equity (434,563 ) 3,393,259 584,092 (3,127,216 ) 415,572 Total liabilities and equity $ 6,439,815 $ 5,113,770 $ 620,723 $ (6,739,260 ) $ 5,435,048 December 31, 2014 Parent Guarantors(1) Non-Guarantors(2) Eliminations(1)(2) Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 170,468 $ 1,398 $ 9,387 $ — $ 181,253 Accounts receivable, net 7 299,764 30,313 (7 ) 330,077 Intercompany accounts receivable 751,376 1,339,152 41,679 (2,132,207 ) — Derivative contracts — 284,825 45,043 (38,454 ) 291,414 Prepaid expenses — 7,971 10 — 7,981 Other current assets — 21,193 — — 21,193 Total current assets 921,851 1,954,303 126,432 (2,170,668 ) 831,918 Property, plant and equipment, net — 5,137,702 1,077,355 — 6,215,057 Investment in subsidiaries 6,606,198 25,944 — (6,632,142 ) — Derivative contracts — 47,003 — — 47,003 Other assets 152,286 18,197 666 (5,902 ) 165,247 Total assets $ 7,680,335 $ 7,183,149 $ 1,204,453 $ (8,808,712 ) $ 7,259,225 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued expenses $ 201,368 $ 477,399 $ 4,632 $ (7 ) $ 683,392 Intercompany accounts payable 1,315,667 780,645 35,895 (2,132,207 ) — Derivative contracts — 38,454 — (38,454 ) — Deferred tax liability 95,843 — — — 95,843 Other current liabilities — 5,216 — — 5,216 Total current liabilities 1,612,878 1,301,714 40,527 (2,170,668 ) 784,451 Investment in subsidiaries 928,217 134,013 — (1,062,230 ) — Long-term debt 3,201,338 — — (5,902 ) 3,195,436 Asset retirement obligations — 54,402 — — 54,402 Other long-term obligations 77 15,039 — — 15,116 Total liabilities 5,742,510 1,505,168 40,527 (3,238,800 ) 4,049,405 Equity SandRidge Energy, Inc. stockholders’ equity 1,937,825 5,677,981 1,163,926 (6,841,907 ) 1,937,825 Noncontrolling interest — — — 1,271,995 1,271,995 Total equity 1,937,825 5,677,981 1,163,926 (5,569,912 ) 3,209,820 Total liabilities and equity $ 7,680,335 $ 7,183,149 $ 1,204,453 $ (8,808,712 ) $ 7,259,225 ____________________ (1) Amounts presented as property, plant and equipment have been revised to include approximately $150.4 million previously misclassified as investment in subsidiary. (2) Amounts previously misclassified as property, plant and equipment and SandRidge Energy, Inc. stockholders’ equity have been reduced by approximately $150.4 million and are now presented as Guarantor property, plant and equipment. Condensed Consolidating Statements of Operations Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Three Months Ended June 30, 2015 Total revenues $ — $ 203,591 $ 26,016 $ — $ 229,607 Expenses Direct operating expenses — 95,832 2,934 — 98,766 General and administrative 61 37,379 942 — 38,382 Depreciation, depletion, amortization and accretion — 98,416 9,501 — 107,917 Impairment — 1,164,834 324,557 — 1,489,391 Loss on derivative contracts — 29,067 3,937 — 33,004 Gain on sale of assets — (2,770 ) — — (2,770 ) Total expenses 61 1,422,758 341,871 — 1,764,690 (Loss) from operations (61 ) (1,219,167 ) (315,855 ) — (1,535,083 ) Equity earnings from subsidiaries (1,312,652 ) (95,545 ) — 1,408,197 — Interest expense (73,703 ) (24 ) — — (73,727 ) Gain on extinguishment of debt 17,934 — — — 17,934 Other income, net — 2,084 86 — 2,170 Loss before income taxes (1,368,482 ) (1,312,652 ) (315,769 ) 1,408,197 (1,588,706 ) Income tax expense — — 25 — 25 Net loss (1,368,482 ) (1,312,652 ) (315,794 ) 1,408,197 (1,588,731 ) Less: net loss attributable to noncontrolling interest — — — (220,249 ) (220,249 ) Net loss attributable to SandRidge Energy, Inc. $ (1,368,482 ) $ (1,312,652 ) $ (315,794 ) $ 1,628,446 $ (1,368,482 ) Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Three Months Ended June 30, 2014 Total revenues $ — $ 314,521 $ 60,205 $ (12 ) $ 374,714 Expenses Direct operating expenses — 93,597 4,931 (12 ) 98,516 General and administrative 71 30,481 1,363 — 31,915 Depreciation, depletion, amortization and accretion — 99,237 14,506 — 113,743 Impairment — 3,133 — — 3,133 Loss on derivative contracts — 67,509 17,783 — 85,292 Loss on sale of assets — 36 — — 36 Total expenses 71 293,993 38,583 (12 ) 332,635 (Loss) income from operations (71 ) 20,528 21,622 — 42,079 Equity earnings from subsidiaries 27,725 5,863 — (33,588 ) — Interest expense (61,859 ) (4 ) — — (61,863 ) Other income, net — 1,338 — — 1,338 (Loss) income before income taxes (34,205 ) 27,725 21,622 (33,588 ) (18,446 ) Income tax (benefit) expense (1,311 ) — 117 — (1,194 ) Net (loss) income (32,894 ) 27,725 21,505 (33,588 ) (17,252 ) Less: net income attributable to noncontrolling interest — — — 15,642 15,642 Net (loss) income attributable to SandRidge Energy, Inc. $ (32,894 ) $ 27,725 $ 21,505 $ (49,230 ) $ (32,894 ) Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Six Months Ended June 30, 2015 Total revenues $ — $ 396,112 $ 48,811 $ (8 ) $ 444,915 Expenses Direct operating expenses — 207,950 5,770 (8 ) 213,712 General and administrative 117 72,598 1,816 — 74,531 Depreciation, depletion, amortization and accretion — 208,269 20,182 — 228,451 Impairment — 2,068,069 505,188 — 2,573,257 Gain on derivative contracts — (15,042 ) (1,781 ) — (16,823 ) Gain on sale of assets — (4,670 ) (4 ) — (4,674 ) Total expenses 117 2,537,174 531,171 (8 ) 3,068,454 Loss from operations (117 ) (2,141,062 ) (482,360 ) — (2,623,539 ) Equity earnings from subsidiaries (2,284,723 ) (145,166 ) — 2,429,889 — Interest expense (136,529 ) (40 ) — — (136,569 ) Gain on extinguishment of debt 17,934 — — — 17,934 Other income, net — 1,545 89 — 1,634 Loss before income taxes (2,403,435 ) (2,284,723 ) (482,271 ) 2,429,889 (2,740,540 ) Income tax expense — — 65 — 65 Net loss (2,403,435 ) (2,284,723 ) (482,336 ) 2,429,889 (2,740,605 ) Less: net loss attributable to noncontrolling interest — — — (337,170 ) (337,170 ) Net loss attributable to SandRidge Energy, Inc. $ (2,403,435 ) $ (2,284,723 ) $ (482,336 ) $ 2,767,059 $ (2,403,435 ) Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Six Months Ended June 30, 2014 Total revenues $ — $ 693,570 $ 124,299 $ (99 ) $ 817,770 Expenses Direct operating expenses — 232,018 9,741 (99 ) 241,660 General and administrative 220 67,426 2,807 — 70,453 Depreciation, depletion, amortization and accretion — 219,814 30,382 — 250,196 Impairment — 125,599 42,313 — 167,912 Loss on derivative contracts — 101,611 26,172 — 127,783 Loss on sale of assets — 17 — — 17 Total expenses 220 746,485 111,415 (99 ) 858,021 (Loss) income from operations (220 ) (52,915 ) 12,884 — (40,251 ) Equity earnings from subsidiaries (46,259 ) 3,086 — 43,173 — Interest (expense) income (124,045 ) 139 — — (123,906 ) Other income, net — 3,431 1 — 3,432 (Loss) income before income taxes (170,524 ) (46,259 ) 12,885 43,173 (160,725 ) Income tax (benefit) expense (1,294 ) — 227 — (1,067 ) Net (loss) income (169,230 ) (46,259 ) 12,658 43,173 (159,658 ) Less: net income attributable to noncontrolling interest — — — 9,572 9,572 Net (loss) income attributable to SandRidge Energy, Inc. $ (169,230 ) $ (46,259 ) $ 12,658 $ 33,601 $ (169,230 ) Condensed Consolidating Statements of Cash Flows Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Six Months Ended June 30, 2015 Net cash (used in) provided by operating activities $ (122,181 ) $ 344,778 $ 65,902 $ 30,495 $ 318,994 Cash flows from investing activities Capital expenditures for property, plant, and equipment — (636,822 ) — — (636,822 ) Other — (65,989 ) 5 73,971 7,987 Net cash (used in) provided by investing activities — (702,811 ) 5 73,971 (628,835 ) Cash flows from financing activities Proceeds from borrowings 2,190,000 — — — 2,190,000 Repayments of borrowings (940,000 ) — — — (940,000 ) Distributions to unitholders — — (97,498 ) 12,808 (84,690 ) Intercompany (advances) borrowings, net (275,066 ) 276,384 (1,318 ) — — Other (53,106 ) 84,691 32,584 (117,274 ) (53,105 ) Net cash provided by (used in) financing activities 921,828 361,075 (66,232 ) (104,466 ) 1,112,205 Net increase (decrease) in cash and cash equivalents 799,647 3,042 (325 ) — 802,364 Cash and cash equivalents at beginning of year 170,468 1,398 9,387 — 181,253 Cash and cash equivalents at end of period $ 970,115 $ 4,440 $ 9,062 $ — $ 983,617 Parent(1) Guarantors(1) Non-Guarantors Eliminations Consolidated (In thousands) Six Months Ended June 30, 2014 Net cash (used in) provided by operating activities $ (119,006 ) $ 228,860 $ 126,424 $ (5,486 ) $ 230,792 Cash flows from investing activities Capital expenditures for property, plant, and equipment — (656,699 ) — — (656,699 ) Proceeds from sale of assets — 707,799 — — 707,799 Other — (104,286 ) 1,061 86,672 (16,553 ) Net cash (used in) provided by investing activities — (53,186 ) 1,061 86,672 34,547 Cash flows from financing activities Distributions to unitholders — — (127,985 ) 24,843 (103,142 ) Intercompany borrowings (advances), net 257,498 (257,879 ) 381 — — Other (33,364 ) 82,441 (1,150 ) (106,029 ) (58,102 ) Net cash provided by (used in) financing activities 224,134 (175,438 ) (128,754 ) (81,186 ) (161,244 ) Net increase (decrease) in cash and cash equivalents 105,128 236 (1,269 ) — 104,095 Cash and cash equivalents at beginning of year 805,505 1,013 8,145 — 814,663 Cash and cash equivalents at end of period $ 910,633 $ 1,249 $ 6,876 $ — $ 918,758 ____________________ (1) Net cash (used in) provided by operating activities for the Parent has been corrected to exclude $382.7 million in intercompany transactions, and a corresponding increase for Guarantors for this same line item. In addition, Intercompany borrowings (advances), net has been corrected for the Parent to include approximately $382.7 million of intercompany transactions, and a corresponding decrease for Guarantors for the same line item. The changes did not result in any changes to consolidated net cash provided by operating activities or net cash used in financing activities. |