SD 8-K/A
Sandridge Energy Inc (SD)
8-K/A
2024-11-14
For: 2024-08-30
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | ||||||||||||||
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
(Exact name of registrant as specified in its charter) | ||||||||||||||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||||||||
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 | |||||
| 23.2 | |||||
| 99.1 | |||||
| 99.2 | |||||
| 99.3 | |||||
| 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) | |||||
| Notes to the Combined Statement of Revenues and Direct Operating Expenses (Unaudited) | |||||
1
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
2
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.
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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.
4
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 | |||||
| Combined Statement of Revenues and Direct Operating Expenses | |||||
| Notes to the Combined Statement of Revenues and Direct Operating Expenses | |||||
| Supplemental Oil and Gas Reserve Information (unaudited) | |||||
1
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.
2
•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
3
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
4
NOTES TO THE COMBINED STATEMENT OF REVENUES AND DIRECT OPERATING EXPENSES
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 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
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.
5
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.
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 | |||||||||||||||||||||||
6
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 | |||
7
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.
1
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.
2
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.
3
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.
4
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:
5
| (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.
6
(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 | |||||||||||||||||
7
| 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 | |||||||||||||||||
8
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 | |||||||||||
9
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 | |||||||||||
10