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 September 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 September 30, 2015 Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 781,544 $ 895 $ 7,703 $ — $ 790,142 Accounts receivable, net 7 191,538 6,867 (207 ) 198,205 Intercompany accounts receivable 1,021,591 1,345,932 31,568 (2,399,091 ) — Derivative contracts — 103,317 9,918 (9,918 ) 103,317 Prepaid expenses — 11,300 8 — 11,308 Other current assets — 6,025 — — 6,025 Total current assets 1,803,142 1,659,007 56,064 (2,409,216 ) 1,108,997 Property, plant and equipment, net — 2,525,988 309,098 — 2,835,086 Investment in subsidiaries 3,474,974 7,613 — (3,482,587 ) — Derivative contracts — 16,249 — — 16,249 Other assets 131,692 16,346 614 (5,902 ) 142,750 Total assets $ 5,409,808 $ 4,225,203 $ 365,776 $ (5,897,705 ) $ 4,103,082 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities Accounts payable and accrued expenses $ 148,572 $ 294,116 $ 2,564 $ (207 ) $ 445,045 Intercompany accounts payable 1,348,078 1,016,830 34,183 (2,399,091 ) — Derivative contracts — 10,287 — (9,918 ) 369 Deferred tax liability 51,126 — — — 51,126 Total current liabilities 1,547,776 1,321,233 36,747 (2,409,216 ) 496,540 Investment in subsidiaries 985,780 342,035 — (1,327,815 ) — Long-term debt 3,942,896 — — (5,902 ) 3,936,994 Derivative contracts — 326 — — 326 Asset retirement obligations — 58,121 — — 58,121 Other long-term obligations 77 14,294 — — 14,371 Total liabilities 6,476,529 1,736,009 36,747 (3,742,933 ) 4,506,352 Stockholders’ (Deficit) Equity SandRidge Energy, Inc. stockholders’ (deficit) equity (1,066,721 ) 2,489,194 329,029 (2,818,223 ) (1,066,721 ) Noncontrolling interest — — — 663,451 663,451 Total stockholders’ (deficit) equity (1,066,721 ) 2,489,194 329,029 (2,154,772 ) (403,270 ) Total liabilities and stockholders’ (deficit) equity $ 5,409,808 $ 4,225,203 $ 365,776 $ (5,897,705 ) $ 4,103,082 December 31, 2014 Parent(1) Guarantors(1)(2) Non-Guarantors(3) Eliminations(2)(3) Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 170,468 $ 1,398 $ 9,387 $ — $ 181,253 Accounts receivable, net 7 299,764 30,313 (7 ) 330,077 Intercompany accounts receivable 751,376 1,339,152 41,679 (2,132,207 ) — Derivative contracts — 284,825 45,043 (38,454 ) 291,414 Prepaid expenses — 7,971 10 — 7,981 Other current assets — 21,193 — — 21,193 Total current assets 921,851 1,954,303 126,432 (2,170,668 ) 831,918 Property, plant and equipment, net — 5,137,702 1,077,355 — 6,215,057 Investment in subsidiaries 6,606,198 25,944 — (6,632,142 ) — Derivative contracts — 47,003 — — 47,003 Other assets 152,286 18,197 666 (5,902 ) 165,247 Total assets $ 7,680,335 $ 7,183,149 $ 1,204,453 $ (8,808,712 ) $ 7,259,225 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued expenses $ 151,825 $ 526,941 $ 4,633 $ (7 ) $ 683,392 Intercompany accounts payable 1,365,210 731,103 35,894 (2,132,207 ) — Derivative contracts — 38,454 — (38,454 ) — Deferred tax liability 95,843 — — — 95,843 Other current liabilities — 5,216 — — 5,216 Total current liabilities 1,612,878 1,301,714 40,527 (2,170,668 ) 784,451 Investment in subsidiaries 928,217 134,013 — (1,062,230 ) — Long-term debt 3,201,338 — — (5,902 ) 3,195,436 Asset retirement obligations — 54,402 — — 54,402 Other long-term obligations 77 15,039 — — 15,116 Total liabilities 5,742,510 1,505,168 40,527 (3,238,800 ) 4,049,405 Equity SandRidge Energy, Inc. stockholders’ equity 1,937,825 5,677,981 1,163,926 (6,841,907 ) 1,937,825 Noncontrolling interest — — — 1,271,995 1,271,995 Total equity 1,937,825 5,677,981 1,163,926 (5,569,912 ) 3,209,820 Total liabilities and equity $ 7,680,335 $ 7,183,149 $ 1,204,453 $ (8,808,712 ) $ 7,259,225 ____________________ (1) Parent accounts payable and accrued expenses have decreased and intercompany accounts payable have increased by approximately $49.5 million for amounts previously misclassified. Guarantor accounts payable and accrued expenses have increased and intercompany accounts payable have decreased by a corresponding amount. (2) Amounts presented as property, plant and equipment have been revised to include approximately $150.4 million previously misclassified as investment in subsidiary. (3) Amounts previously misclassified as property, plant and equipment and SandRidge Energy, Inc. stockholders’ equity totaling approximately $150.4 million are now presented as Guarantor property, plant and equipment. Condensed Consolidating Statements of Operations Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Three Months Ended September 30, 2015 Total revenues $ — $ 159,502 $ 20,650 $ — $ 180,152 Expenses Direct operating expenses — 84,577 2,915 — 87,492 General and administrative 48 33,253 932 — 34,233 Depreciation, depletion, amortization and accretion — 72,384 6,628 — 79,012 Impairment — 838,331 236,257 — 1,074,588 Gain on derivative contracts — (36,761 ) (5,450 ) — (42,211 ) Loss on sale of assets — 6,771 — — 6,771 Total expenses 48 998,555 241,282 — 1,239,885 Loss from operations (48 ) (839,053 ) (220,632 ) — (1,059,733 ) Equity earnings from subsidiaries (904,065 ) (64,546 ) — 968,611 — Interest expense (76,998 ) (2 ) — — (77,000 ) Gain on extinguishment of debt 340,699 — — — 340,699 Other (expense) income, net — (464 ) 38 — (426 ) Loss before income taxes (640,412 ) (904,065 ) (220,594 ) 968,611 (796,460 ) Income tax expense — — 25 — 25 Net loss (640,412 ) (904,065 ) (220,619 ) 968,611 (796,485 ) Less: net loss attributable to noncontrolling interest — — — (156,073 ) (156,073 ) Net loss attributable to SandRidge Energy, Inc. $ (640,412 ) $ (904,065 ) $ (220,619 ) $ 1,124,684 $ (640,412 ) Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Three Months Ended September 30, 2014 Total revenues $ — $ 340,563 $ 53,544 $ — $ 394,107 Expenses Direct operating expenses — 113,774 3,672 — 117,446 General and administrative 57 23,764 768 — 24,589 Depreciation, depletion, amortization and accretion — 113,649 14,453 — 128,102 Impairment — 54 — — 54 Gain on derivative contracts — (110,355 ) (22,220 ) — (132,575 ) Total expenses 57 140,886 (3,327 ) — 137,616 (Loss) income from operations (57 ) 199,677 56,871 — 256,491 Equity earnings from subsidiaries 216,026 16,622 — (232,648 ) — Interest expense (59,783 ) — — — (59,783 ) Other expense, net — (273 ) — — (273 ) Income before income taxes 156,186 216,026 56,871 (232,648 ) 196,435 Income tax (benefit) expense (1,152 ) — 88 — (1,064 ) Net income 157,338 216,026 56,783 (232,648 ) 197,499 Less: net income attributable to noncontrolling interest — — — 40,161 40,161 Net income attributable to SandRidge Energy, Inc. $ 157,338 $ 216,026 $ 56,783 $ (272,809 ) $ 157,338 Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Nine Months Ended September 30, 2015 Total revenues $ — $ 555,613 $ 69,462 $ (8 ) $ 625,067 Expenses Direct operating expenses — 292,526 8,686 (8 ) 301,204 General and administrative 165 105,850 2,749 — 108,764 Depreciation, depletion, amortization and accretion — 280,653 26,810 — 307,463 Impairment — 2,906,400 741,445 — 3,647,845 Gain on derivative contracts — (51,802 ) (7,232 ) — (59,034 ) Loss (gain) on sale of assets — 2,101 (4 ) — 2,097 Total expenses 165 3,535,728 772,454 (8 ) 4,308,339 Loss from operations (165 ) (2,980,115 ) (702,992 ) — (3,683,272 ) Equity earnings from subsidiaries (3,188,788 ) (209,713 ) — 3,398,501 — Interest expense (213,527 ) (42 ) — — (213,569 ) Gain on extinguishment of debt 358,633 — — — 358,633 Other income, net — 1,082 126 — 1,208 Loss before income taxes (3,043,847 ) (3,188,788 ) (702,866 ) 3,398,501 (3,537,000 ) Income tax expense — — 90 — 90 Net loss (3,043,847 ) (3,188,788 ) (702,956 ) 3,398,501 (3,537,090 ) Less: net loss attributable to noncontrolling interest — — — (493,243 ) (493,243 ) Net loss attributable to SandRidge Energy, Inc. $ (3,043,847 ) $ (3,188,788 ) $ (702,956 ) $ 3,891,744 $ (3,043,847 ) Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Nine Months Ended September 30, 2014 Total revenues $ — $ 1,034,133 $ 177,843 $ (99 ) $ 1,211,877 Expenses Direct operating expenses — 345,809 13,413 (99 ) 359,123 General and administrative 277 91,190 3,575 — 95,042 Depreciation, depletion, amortization and accretion — 333,463 44,835 — 378,298 Impairment — 125,653 42,313 — 167,966 (Gain) loss on derivative contracts — (8,744 ) 3,952 — (4,792 ) Total expenses 277 887,371 108,088 (99 ) 995,637 (Loss) income from operations (277 ) 146,762 69,755 — 216,240 Equity earnings from subsidiaries 169,766 19,707 — (189,473 ) — Interest (expense) income (183,827 ) 138 — — (183,689 ) Other income, net — 3,159 — — 3,159 (Loss) income before income taxes (14,338 ) 169,766 69,755 (189,473 ) 35,710 Income tax (benefit) expense (2,446 ) — 315 — (2,131 ) Net (loss) income (11,892 ) 169,766 69,440 (189,473 ) 37,841 Less: net income attributable to noncontrolling interest — — — 49,733 49,733 Net (loss) income attributable to SandRidge Energy, Inc. $ (11,892 ) $ 169,766 $ 69,440 $ (239,206 ) $ (11,892 ) Condensed Consolidating Statements of Cash Flows Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Nine Months Ended September 30, 2015 Net cash (used in) provided by operating activities $ (211,762 ) $ 441,661 $ 90,579 $ 40,408 $ 360,886 Cash flows from investing activities Capital expenditures for property, plant, and equipment — (761,905 ) — — (761,905 ) Other — 46,841 6 (14,691 ) 32,156 Net cash (used in) provided by investing activities — (715,064 ) 6 (14,691 ) (729,749 ) Cash flows from financing activities Proceeds from borrowings 2,190,000 — — — 2,190,000 Repayments of borrowings (1,034,466 ) — — — (1,034,466 ) Distributions to unitholders — — (131,941 ) 16,640 (115,301 ) Intercompany (advances) borrowings, net (270,215 ) 272,900 (2,685 ) — — Other (62,481 ) — 42,357 (42,357 ) (62,481 ) Net cash provided by (used in) financing activities 822,838 272,900 (92,269 ) (25,717 ) 977,752 Net increase (decrease) in cash and cash equivalents 611,076 (503 ) (1,684 ) — 608,889 Cash and cash equivalents at beginning of year 170,468 1,398 9,387 — 181,253 Cash and cash equivalents at end of period $ 781,544 $ 895 $ 7,703 $ — $ 790,142 Parent(1) Guarantors(1)(2) Non-Guarantors Eliminations(2) Consolidated (In thousands) Nine Months Ended September 30, 2014 Net cash (used in) provided by operating activities $ (209,086 ) $ 432,460 $ 178,603 $ (6,293 ) $ 395,684 Cash flows from investing activities Capital expenditures for property, plant, and equipment — (1,071,465 ) — — (1,071,465 ) Proceeds from sale of assets — 711,547 2,747 — 714,294 Other — 4,166 1,061 (22,147 ) (16,920 ) Net cash (used in) provided by investing activities — (355,752 ) 3,808 (22,147 ) (374,091 ) Cash flows from financing activities Distributions to unitholders — — (184,176 ) 33,736 (150,440 ) Intercompany borrowings (advances), net 55,110 (55,224 ) 114 — — Other (70,832 ) (20,701 ) 1,259 (5,296 ) (95,570 ) Net cash used in financing activities (15,722 ) (75,925 ) (182,803 ) 28,440 (246,010 ) Net (decrease) increase in cash and cash equivalents (224,808 ) 783 (392 ) — (224,417 ) Cash and cash equivalents at beginning of year 805,505 1,013 8,145 — 814,663 Cash and cash equivalents at end of period $ 580,697 $ 1,796 $ 7,753 $ — $ 590,246 ____________________ (1) Net cash (used in) provided by operating activities for the Parent has decreased to correctly exclude $382.7 million in intercompany transactions, with a corresponding increase for Guarantors for this same line item. In addition, Intercompany borrowings (advances), net for the Parent has increased to correctly include approximately $382.7 million of intercompany transactions, with a corresponding decrease for Guarantors for the same line item. The corrections did not result in any changes to consolidated net cash provided by operating activities or net cash used in financing activities. (2) Other investing activities for the Guarantor has increased to correctly exclude $150.4 million in noncontrolling interest distributions, with a corresponding decrease for Eliminations for this same line item. In addition, other financing activities for the Guarantor, has decreased to correctly exclude $150.4 million of noncontrolling interest distributions, with a corresponding increase for Eliminations for the same line item. The corrections did not result in any changes to consolidated net cash (used in) provided by investing activities or net cash used in financing activities. |