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, 2016 , 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. The following condensed consolidating financial information represents the financial information of SandRidge Energy, Inc., its wholly owned subsidiary guarantors and its non-guarantor subsidiaries, as debtors-in-possession, prepared on the equity basis of accounting. The non-guarantor subsidiaries, including the Company’s proportionate share of the Royalty Trusts, 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 (Debtor-In-Possession) June 30, 2016 Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) ASSETS Current assets Cash and cash equivalents $ 637,855 $ — $ 1,973 $ (5,662 ) $ 634,166 Accounts receivable, net — 80,364 1,681 (327 ) 81,718 Intercompany accounts receivable 1,334,695 1,306,607 8,683 (2,649,985 ) — Derivative contracts — 21,000 — — 21,000 Prepaid expenses — 15,328 3 — 15,331 Other current assets — 1,650 — — 1,650 Total current assets 1,972,550 1,424,949 12,340 (2,655,974 ) 753,865 Property, plant and equipment, net — 1,436,065 39,187 — 1,475,252 Investment in subsidiaries 2,513,939 25,858 — (2,539,797 ) — Other assets — 17,693 — (5,902 ) 11,791 Total assets $ 4,486,489 $ 2,904,565 $ 51,527 $ (5,201,673 ) $ 2,240,908 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities Accounts payable and accrued expenses $ 66,917 $ 6,561 $ 9 $ (8,561 ) $ 64,926 Intercompany accounts payable 1,325,240 1,290,496 31,677 (2,647,413 ) — Derivative contracts — 356 — — 356 Asset retirement obligations — 8,534 — — 8,534 Total current liabilities 1,392,157 1,305,947 31,686 (2,655,974 ) 73,816 Investment in subsidiaries 1,142,472 7,617 — (1,150,089 ) — Long-term debt 5,902 — — (5,902 ) — Asset retirement obligations — 62,425 — — 62,425 Liabilities subject to compromise 4,218,881 157,109 1,621 — 4,377,611 Total liabilities 6,759,412 1,533,098 33,307 (3,811,965 ) 4,513,852 Stockholders’ (deficit) equity SandRidge Energy, Inc. stockholders’ (deficit) equity (2,272,923 ) 1,371,467 18,220 (1,389,687 ) (2,272,923 ) Noncontrolling interest — — — (21 ) (21 ) Total stockholders’ (deficit) equity (2,272,923 ) 1,371,467 18,220 (1,389,708 ) (2,272,944 ) Total liabilities and stockholders’ (deficit) equity $ 4,486,489 $ 2,904,565 $ 51,527 $ (5,201,673 ) $ 2,240,908 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 Condensed Consolidating Statements of Operations (Debtor-In-Possession) Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Three Months Ended June 30, 2016 Total revenues $ — $ 95,346 $ 4,075 $ — $ 99,421 Expenses Direct operating expenses — 45,384 650 — 46,034 General and administrative 156 30,500 368 — 31,024 Depreciation, depletion, amortization and accretion — 35,392 921 — 36,313 Impairment — 245,579 8,050 — 253,629 Loss on derivative contracts — 7,969 — — 7,969 Loss on settlement of contract — 1,092 — — 1,092 Loss (gain) on sale of assets — 1,395 (2,725 ) — (1,330 ) Total expenses 156 367,311 7,264 — 374,731 Loss from operations (156 ) (271,965 ) (3,189 ) — (275,310 ) Equity earnings from subsidiaries (323,466 ) (3,635 ) — 327,101 — Interest (expense) income (41,606 ) — 1 — (41,605 ) Loss on extinguishment of debt (152 ) — — — (152 ) Reorganization items, net (150,529 ) (49,938 ) (451 ) — (200,918 ) Other income, net — 2,072 5 — 2,077 Loss before income taxes (515,909 ) (323,466 ) (3,634 ) 327,101 (515,908 ) Income tax expense 2 — 1 — 3 Net loss $ (515,911 ) $ (323,466 ) $ (3,635 ) $ 327,101 $ (515,911 ) 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) Six Months Ended June 30, 2016 Total revenues $ — $ 182,011 $ 7,742 $ — $ 189,753 Expenses Direct operating expenses — 98,844 1,532 — 100,376 General and administrative 206 104,288 808 — 105,302 Depreciation, depletion, amortization and accretion — 75,137 1,925 — 77,062 Impairment — 350,296 13,447 — 363,743 Loss on derivative contracts — 5,161 — — 5,161 Loss on settlement of contract — 90,184 — — 90,184 Gain on sale of assets — (485 ) (2,725 ) — (3,210 ) Total expenses 206 723,425 14,987 — 738,618 Loss from operations (206 ) (541,414 ) (7,245 ) — (548,865 ) Equity earnings from subsidiaries (596,824 ) (7,694 ) — 604,518 — Interest (expense) income (122,757 ) — 1 — (122,756 ) Gain on extinguishment of debt 41,179 — — — 41,179 Reorganization items, net (150,529 ) (49,938 ) (451 ) — (200,918 ) Other income, net — 2,222 8 — 2,230 Loss before income taxes (829,137 ) (596,824 ) (7,687 ) 604,518 (829,130 ) Income tax expense — — 7 — 7 Net loss $ (829,137 ) $ (596,824 ) $ (7,694 ) $ 604,518 $ (829,137 ) 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 ) Condensed Consolidating Statements of Cash Flows (Debtor-In-Possession) Parent Guarantors Non-Guarantors Eliminations Consolidated (In thousands) Six Months Ended June 30, 2016 Net cash (used in) provided by operating activities $ (129,888 ) $ (4,589 ) $ 1,098 $ (5,662 ) $ (139,041 ) Cash flows from investing activities Capital expenditures for property, plant, and equipment — (126,245 ) — — (126,245 ) Other — 18,695 2,980 (6,338 ) 15,337 Net cash (used in) provided by investing activities — (107,550 ) 2,980 (6,338 ) (110,908 ) Cash flows from financing activities Proceeds from borrowings 488,900 — — — 488,900 Intercompany (advances) borrowings, net (107,701 ) 111,292 (3,591 ) — — Other (40,373 ) — (6,338 ) 6,338 (40,373 ) Net cash provided by (used in) financing activities 340,826 111,292 (9,929 ) 6,338 448,527 Net increase (decrease) in cash and cash equivalents 210,938 (847 ) (5,851 ) (5,662 ) 198,578 Cash and cash equivalents at beginning of year 426,917 847 7,824 — 435,588 Cash and cash equivalents at end of period $ 637,855 $ — $ 1,973 $ (5,662 ) $ 634,166 Parent Guarantors(1) Non-Guarantors Eliminations(1) Consolidated (In thousands) Six Months Ended June 30, 2015 Net cash (used in) provided by operating activities $ (122,182 ) $ 344,779 $ 65,902 $ 30,495 $ 318,994 Cash flows from investing activities Capital expenditures for property, plant, and equipment — (636,822 ) — — (636,822 ) Other — 18,701 5 (10,719 ) 7,987 Net cash (used in) provided by investing activities — (618,121 ) 5 (10,719 ) (628,835 ) Cash flows from financing activities Proceeds from borrowings 2,190,000 — — — 2,190,000 Repayments of borrowings (940,000 ) — — — (940,000 ) Distribution to unitholders — — (97,498 ) 12,808 (84,690 ) Intercompany (advances) borrowings, net (275,066 ) 276,384 (1,318 ) — — Other (53,105 ) — 32,584 (32,584 ) (53,105 ) Net cash provided by (used in) financing activities 921,829 276,384 (66,232 ) (19,776 ) 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 ____________________ (1) Other investing activities for the Guarantor has increased to correctly exclude $84.7 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 $84.7 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 provided by (used in) financing activities. |