What changed in this filing

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Item 1. Financial Statements

2023-08-03 compared with 2023-05-05 · 112 added, 64 removed, 339 unchanged (34% of the section changed)

22 unchanged sentences

Total assets $ 562,061 $ 600,497

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

7 unchanged sentences

Commitments and contingencies (Note 6)

Stockholders’ Equity

Shareholders’ Equity

Common stock, $ 0.001 par value;

250,000 shares authorized;

36,902 issued and outstanding at March 31, 2023 and 36,868 issued and outstanding at December 31, 2022

36,966 issued and outstanding at June 30, 2023 and 36,868 issued and outstanding at December 31, 2022

Additional paid-in capital 1,078,070 1,151,689

Accumulated deficit ( 623,409 ) ( 663,804 )

Total stockholders’ equity 511,865 487,922

Total liabilities and stockholders’ equity $ 628,177 $ 600,497

Total shareholders’ equity 454,698 487,922

Total liabilities and shareholders’ equity $ 562,061 $ 600,497

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

(In thousands, except per share data)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

Oil, natural gas and NGL $ 33,419 $ 69,760 $ 76,566 $ 127,247

8 unchanged sentences

(Gain) loss on derivative contracts — — ( 1,447 ) 1,064

Other operating income ( 94 ) ( 64 )

Other operating (income) expense ( 27 ) ( 51 ) ( 121 ) ( 115 )

Total expenses 19,612 21,253 41,555 43,940

16 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(In thousands)

2 unchanged sentences

Shares Amount

Three Months Ended March 31, 2023

Six Months Ended June 30, 2023

Balance at January 1, 2023

5 unchanged sentences

Balance at March 31, 2023 36,902 $ 37 — $ — $ 1,151,874 $ ( 640,046 ) $ 511,865

Issuance of stock awards, net of cancellations 64 — — — — — —

Stock-based compensation — — — — 576 — 576

Dividends to shareholders — — — — ( 74,380 ) — ( 74,380 )

— — — — — 16,637 16,637

Three Months Ended March 31, 2022

Balance at June 30, 2023

36,966 $ 37 — $ — $ 1,078,070 $ ( 623,409 ) $ 454,698

Six Months Ended June 30, 2022

Balance at January 1, 2022

1 unchanged sentence

Issuance of stock awards, net of cancellations 51 — — — — — —

Stock-based compensation — — — — 384 — 384

Tax withholdings paid in exchange for shares withheld on employee vested stock awards — — — — ( 235 ) — ( 235 )

Stock-based compensation — — — — 384 — 384

— — — — — 34,724 34,724

Balance at March 31, 2022 36,726 $ 37 6,981 $ 88,520 $ 1,062,886 $ ( 871,248 ) $ 280,195

Issuance of stock awards, net of cancellations 16 — — — — — —

Stock-based compensation — — — — 440 — 440

— — — — — 48,492 48,492

Balance at June 30, 2022 36,742 $ 37 $ 6,981 $ 88,520 $ 1,063,326 $ ( 822,756 ) $ 329,127

The accompanying notes are an integral part of these condensed consolidated financial statements .

3 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

9 unchanged sentences

Capital expenditures for property, plant and equipment ( 24,327 ) ( 11,959 )

Acquisition of assets — ( 1,431 )

Purchase of other property and equipment ( 31 ) ( 49 )

2 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Dividends paid to shareholders ( 73,823 ) —

Reduction of financing lease liability ( 261 ) ( 197 )

2 unchanged sentences

Net cash used in financing activities ( 74,269 ) ( 362 )

NET INCREASE IN CASH, CASH EQUIVALENTS and RESTRICTED CASH 30,096 26,254

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS and RESTRICTED CASH ( 33,441 ) 65,661

CASH, CASH EQUIVALENTS and RESTRICTED CASH, beginning of year 257,468 139,524

4 unchanged sentences

Capital expenditures for property, plant and equipment in accounts payables and accrued expenses $ 1,775 $ 10,858

Right-of-use assets obtained in exchange for financing lease obligations $ 260 $ 117

Inventory material transfers to oil and natural gas properties $ 1,205 $ —

Asset retirement obligation capitalized $ 12 $ —

Dividend payable $ ( 557 ) $ —

The accompanying notes are an integral part of these condensed consolidated financial statements.

7 unchanged sentences

Principles of Consolidation.

The consolidated financial statements include the accounts of the Company and its wholly owned or majority owned subsidiaries, including its proportionate share of the Royalty Trusts.

The condensed consolidated financial statements include the accounts of the Company and its wholly owned or majority-owned subsidiaries, including its proportionate share of the Royalty Trusts.

All intercompany accounts and transactions have been eliminated in consolidation.

8 unchanged sentences

The more significant areas requiring the use of assumptions, judgments and estimates include:

oil, natural gas and natural gas liquids reserves;

oil, natural gas, and NGL reserves;

impairment tests of long-lived assets;

11 unchanged sentences

The Company measures and reports certain assets and liabilities on a fair value basis and has classified and disclosed its fair value measurements using the levels of the fair value hierarchy noted below.

The carrying values of cash, restricted cash, accounts receivable, prepaid expenses, certain other current and non-current assets, accounts payable and accrued expenses, and other current liabilities and other long-term obligations included in the unaudited condensed consolidated balance sheets approximated fair value at March 31, 2023 and December 31, 2022.

The carrying values of cash, restricted cash, accounts receivable, prepaid expenses, accounts payable and accrued expenses and other current liabilities included in the unaudited condensed consolidated balance sheets approximated fair value at June 30, 2023 and December 31, 2022.

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

8 unchanged sentences

The Company considers active markets as those in which transactions for the assets and liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

The Company had assets classified in Level 2 of the hierarchy as of December 31, 2022 and none as of March 31, 2023.

The Company had assets classified in Level 2 of the hierarchy as of December 31, 2022 and none as of June 30, 2023.

Level 2 Fair Value Measurements

5 unchanged sentences

Fair Value - Recurring Measurement Basis

There were no open commodity derivative contracts as of March 31, 2023.

There were no open commodity derivative contracts as of June 30, 2023.

As of December 31, 2022 the following table summarizes the Company’s assets measured at fair value on a recurring basis by the fair value hierarchy (in thousands):

December 31, 2022

Fair Value Measurements

Netting Assets at Fair Value

Fair Value Measurements Netting Assets at Fair Value

Level 1 Level 2 Level 3

Commodity derivative contracts $ — $ 4,429 $ — $ — $ 4,429

$ — $ 4,429 $ — $ — $ 4,429

Total $ — $ 4,429 $ — $ — $ 4,429

Commodity Derivatives

1 unchanged sentence

On occasion, the Company has attempted to manage this risk on a portion of its forecasted oil, natural gas or NGL production sales through the use of commodity derivative contracts.

There were no open commodity derivative contracts as of March 31, 2023.

As of March 31, 2023, the Company had a receivable of $ 2.1 million related to settled derivative contracts.

There were no open commodity derivative contracts as of June 30, 2023.

Historically, the Company has not designated any of its derivative contracts as hedges for accounting purposes.

As applicable, if the Company has open derivative contracts, the Company has recorded such contracts at fair value with changes in derivative contract fair values recognized as a gain or loss on derivative contracts in the condensed consolidated income statements.

Commodity derivative contracts were settled on a monthly basis, and the commodity derivative contract valuations were adjusted to the mark-to-market valuation on a quarterly basis.

Commodity derivative contracts were settled on a monthly basis, and the commodity derivative contract valuations were adjusted on a mark-to-market valuation basis quarterly.

SANDRIDGE ENERGY, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The following table summarizes derivative activity for the three-month periods ended March 31, 2023 and 2022 (in thousands):

Three Months Ended March 31,

The following table summarizes derivative activity for the three and six-month periods ended June 30, 2023 and 2022 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

(Gain) loss on derivative contracts $ — $ — $ ( 1,447 ) $ 1,064

3 unchanged sentences

As a result of the netting provisions, the Company's maximum amount of loss under commodity derivative transactions due to credit risk is limited to the net amounts due from its counterparties.

There were no open commodity derivatives contracts as of March 31, 2023.

There were no open commodity derivatives contracts as of June 30, 2023.

As of December 31, 2022, the Company’s open commodity derivative contracts were held with one counterparty.

There were no open derivative positions as of March 31, 2023.

There were no open derivative positions as of June 30, 2023.

The following table summarizes (i) the Company's commodity derivative contracts on a gross basis, (ii) the effects of netting assets and liabilities for which the right of offset exists based on master netting arrangements and (iii) the Company’s net derivative asset position as of December 31, 2022 (in thousands):

6 unchanged sentences

$ 4,429 $ — $ 4,429 $ — $ 4,429

Because we did not designate any of our derivative contracts as hedges for accounting purposes, changes in the fair value of our derivative contracts were recognized as gains and losses in current period earnings.

As a result, and as applicable, our current period earnings could have been significantly affected by changes in the fair value of our commodity derivative contracts.

38 unchanged sentences

Commitments and Contingencies

Included below is a discussion of the Company's various future commitments and contingencies as of March 31, 2023.

Included below is a discussion of the Company's various future commitments and contingencies as of June 30, 2023.

The Company has provided accruals where necessary for contingent liabilities, based on ASC 450, Contingencies, when it has determined that a liability is probable and reasonably estimable.

24 unchanged sentences

The Company refused and filed an action in Oklahoma state court seeking a declaratory judgment that the defendants were not entitled to indemnification.

As a result of the Company’s refusal to fund the settlement, separate insurance was triggered.

The insurance carriers funded the settlement of $ 17 million and are seeking recovery from the Company in the State court action.

The Company disputes any liability under this demand and intends to continue to vigorously defend against this claim.

The insurance carriers funded the settlement of $ 17 million and filed a counterclaim, which seeks reimbursement of the $ 17 million settlement, with each carrier to receive their funded portion of the $ 17 million.

The Company disputes any liability, as it believes it has meritorious defenses.

Considering the status of this matter, and the facts, circumstances and legal theories thereto, the Company is not able to determine the likelihood of an outcome.

6 unchanged sentences

In prior years, we determined that the deferred tax assets did not meet the more likely than not threshold of being utilized and thus recorded a valuation allowance.

As of March 31, 2023 and December 31, 2022, we had partially released our valuation allowance on our deferred tax assets by $ 64.5 million.

During the year ended December 31, 2022, we partially released our valuation allowance on our deferred tax assets by $ 64.5 million.

We anticipate being able to utilize these deferred tax assets based on the generation of future income.

A change in the estimate of future income could cause the valuation allowance to be adjusted in subsequent periods.

The Company had no federal or state income tax expense or benefit for the three-month period ended March 31, 2023 and none for the same period in 2022.

The Company had no federal or state income tax expense or benefit for the three and six-month periods ended June 30, 2023 and 2022.

Internal Revenue Code (“IRC”) Section 382 addresses company ownership changes and specifically limits the utilization of certain deductions and other tax attributes on an annual basis following an ownership change.

2 unchanged sentences

Since the 2016 ownership change, the Company has generated additional NOLs and other tax attributes that are not currently subject to an IRC Section 382 limitation.

The Company adopted the tax benefits preservation plan, as amended on March 16, 2021, in order to protect the Company’s ability to use its tax NOLs and certain other tax benefits.

The Company adopted the Tax Benefits Preservation Plan, as amended on March 16, 2021, and June 20, 2023, in order to protect the Company’s ability to use its tax NOLs and certain other tax benefits.

SANDRIDGE ENERGY, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

As of March 31, 2023, the Company had approximately $ 1.6 billion of federal NOL carryforwards, net of NOLs expected to expire unused due to the 2016 IRC Section 382 limitation.

As of June 30, 2023, the Company had approximately $ 1.6 billion of federal NOL carryforwards, net of NOLs expected to expire unused due to the 2016 IRC Section 382 limitation.

Of the $ 1.6 billion of federal NOL carryforwards, $ 0.7 billion expire during the years 2025 through 2037, while the remaining $ 0.9 billion do not have an expiration date.

3 unchanged sentences

Additionally, the Company had federal tax credits in excess of $ 33.5 million which begin expiring in 2029.

The Company did not have unrecognized tax benefits at March 31, 2023 and December 31, 2022.

The Company did not have unrecognized tax benefits at June 30, 2023 and December 31, 2022.

The Company’s only taxing jurisdiction is the United States (federal and state).

3 unchanged sentences

Capital Stock and Equity Awards .

Our authorized capital stock consists of 300 million shares, which include 250 million shares of common stock, $ 0.001 par value per share and 50 million shares of preferred stock, par value $ 0.001 per share.

At March 31, 2023, the Company had 36.9 million shares of common stock issued and outstanding.

Further, at March 31, 2023, the Company had an immaterial number of unvested restricted stock awards, 0.2 million shares of unvested restricted stock units, and 0.2 million unvested stock options outstanding.

Our authorized capital stock consists of 300 million shares, which include 250 million shares of common stock, $ 0.001 par value per share (“Common Stock”) and 50 million shares of preferred stock, par value $ 0.001 per share.

At June 30, 2023, the Company had 37.0 million shares of common stock issued and outstanding.

Further, at June 30, 2023, the Company had 0.1 million of unvested restricted stock awards, 0.3 million shares of unvested restricted stock units, an immaterial amount of unvested performance share units, and 0.2 million unvested stock options outstanding.

During the fourth quarter of 2016, the Company issued approximately 4.9 million Series A warrants and 2.1 million Series B warrants to certain holders of general unsecured claims as defined in the 2016 bankruptcy reorganization plan.

3 unchanged sentences

Share Repurchase Program.

In August 2021, the Company's Board of Directors (the “Board”) approved the initiation of a share repurchase program (the "Program") authorizing the Company to purchase up to an aggregate of $ 25.0 million of the Company’s common stock.

The Program is in accordance with Rule 10b-18 of the Exchange Act.

Subject to applicable rules and regulations, repurchases under the Program can be made from time to time in open markets at the Company's discretion and in compliance with safe harbor provisions, or in privately negotiated transactions.

In May 2023, the Company's Board of Directors (the “Board”) approved a share repurchase program (the “Program”) authorizing the Company to repurchase up to an aggregate of $ 75.0 million of the Company’s outstanding common stock with the Company’s cash on hand.

The Program replaced the prior share repurchase program previously approved by the Board in August 2021.

Purchases under the Program are intended to meet the requirements of Rule 10b5-1 of the Exchange Act.

The Program does not require any specific number of shares to be acquired, and can be modified or discontinued by the Board at any time.

The Company did not repurchase any common stock under the Program during the three-month periods ended March 31, 2023 or March 31, 2022.

The Company did not repurchase any common stock under the Program during the three and six-month periods ended June 30, 2023.

There were no repurchases for the three and six-month periods ended June 30, 2023 under the Company’s prior share repurchase program.

In May 2023, the Board approved a one-time cash dividend of $ 2.00 per share of the Company’s common stock, which was paid on June 7, 2023 to shareholders of record as of the close of business on May 24, 2023.

The aggregate total payout was approximately $ 73.8 million.

Additionally, in May 2023, the Board announced that it plans a regular quarterly dividend of $ 0.10 per share of the Company’s common stock, to commence after the second quarter and to be first payable in August 2023, subject to quarterly approval by the Board.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Tax Benefits Preservation Plan .

On July 1, 2020, the Board declared a dividend distribution of one right (a “Right”) for each outstanding share of Company common stock, par value $ 0.001 per share to stockholders of record at the close of business on July 13, 2020.

On July 1, 2020, the Board declared a dividend distribution of one right (a “Right”) for each outstanding share of Company Common Stock to shareholders of record at the close of business on July 13, 2020.

On June 20, 2023, the Company entered into an amendment to the Tax Benefits Preservation Plan to extend the expiration time of the Tax Benefits Preservation Plan from July 1, 2023 to July 1, 2026.

Each Right entitles its holder, under certain circumstances, to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, par value $ 0.001 per share, at an exercise price of $ 5.00 per Right, subject to adjustment.

The description and terms of the Rights are set forth in the tax benefits preservation plan, dated as of July 1, 2020, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (and any successor rights agent, the “Rights Agent”).

The description and terms of the Rights are set forth in the tax benefits preservation plan, dated as of July 1, 2020, as amended, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (and any successor rights agent, the “Rights Agent”).

The Tax Benefits Preservation Plan will expire on the earliest of:

(i) the time at which the Rights are redeemed pursuant to the Tax Benefits Preservation Plan, (ii) the time at which the Rights are exchanged pursuant to the Tax Benefits Preservation Plan, (iii) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement of the type described in Section 13(f) of the Tax Benefits Preservation Plan, at which time, the Rights are terminated, (iv) the time at which the Board determines that the NOLs are utilized in all material respects or that an ownership change under Section 382 would not adversely impact in any material respect the time period in which the Company could use the NOLs, or materially impair the amount of the NOLs that could be used by the Company in any particular time period, for applicable tax purposes and (v) the Close of Business on July 1, 2026.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Company adopted the Tax Benefits Preservation Plan, as amended on March 16, 2021, in order to protect shareholder value against a possible limitation on the Company’s ability to use its tax net operating losses (the “NOLs”) and certain other tax benefits to reduce potential future U.S.

The Board plans to request shareholder approval for the Tax Benefits Preservation Plan at the 2024 annual meeting.

The Company adopted the Tax Benefits Preservation Plan, as amended on March 16, 2021, and June 20, 2023, in order to protect shareholder value against a possible limitation on the Company’s ability to use its tax net operating losses (the “NOLs”) and certain other tax benefits to reduce potential future U.S.

federal income tax obligations.

The NOLs are a valuable asset to the Company, which may inure to the benefit of the Company and its stockholders.

The NOLs are a valuable asset to the Company, which may inure to the benefit of the Company and its shareholders.

However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), its ability to fully utilize the NOLs and certain other tax benefits will be substantially limited and the timing of the usage of the NOLs and such other benefits could be substantially delayed, which could significantly impair the value of those assets.

Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more of its “ five -percent shareholders” (as such term is defined in Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholder or stockholders at any time over a three-year period.

Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more of its “ five -percent shareholders” (as such term is defined in Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of stock owned by such shareholder or shareholders at any time over a three-year period.

The Tax Benefits Preservation Plan is intended to prevent against such an “ownership change” by deterring any person or group from acquiring beneficial ownership of 4.9 % or more of the Company’s securities.

The following table disaggregates the Company’s revenue by source for the three-month periods ended March 31, 2023 and 2022:

Three Months Ended March 31,

The following table disaggregates the Company’s revenue by source for the three and six-month periods ended June 30, 2023 and 2022:

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

(In thousands)

Oil $ 19,584 $ 22,602 $ 38,994 $ 42,383

NGL 10,347 17,742

Natural gas 6,805 27,705 20,195 47,669

NGL 7,030 19,453 17,377 37,195

Total revenues $ 33,419 $ 69,760 $ 76,566 $ 127,247

Oil, natural gas and NGL revenues.

A majority of the Company’s revenues come from the sale of oil, natural gas and NGLs and are recorded at a point in time when control of the oil, natural gas and NGL production passes to the purchaser at the inlet of the processing plant or pipeline, or the delivery point for onloading to a delivery truck.

The Company’s revenues come from the sale of oil, natural gas and NGLs and are recorded at a point in time when control of the oil, natural gas and NGL production passes to the purchaser at the inlet of the processing plant or pipeline, or the delivery point for onloading to a delivery truck.

As the Company’s purchaser obtains control of the production prior to selling it to other end customers, the Company presents its revenues on a net basis, rather than on a gross basis.

Pricing for the Company’s oil, natural gas and NGL contracts is variable and is based on either an index price, net of deductions, or a percentage of the sales price obtained by the purchaser, which is also based on index prices.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Pricing for the Company’s oil, natural gas and NGL contracts is variable and is based on either an index price, net of deductions, or a percentage of the sales price obtained by the purchaser.

The transaction price is allocated on a pro-rata basis to each unit of oil, natural gas or NGL sold based on the terms of the contract.

2 unchanged sentences

Revenues Receivable.

The Company records an asset in accounts receivable, net on its consolidated balance sheet for revenues receivable from contracts with customers at the end of each period.

The Company records an asset in accounts receivable, net on its condensed consolidated balance sheet for revenues receivable from contracts with purchasers at the end of each period.

Pricing for revenues receivable is estimated using current month crude oil, natural gas and NGL prices, net of deductions.

Revenues receivable are typically collected the month after the Company delivers the related production to its purchaser.

As of March 31, 2023 and December 31, 2022, the Company had revenues receivable of $ 15.2 million and $ 21.8 million, respectively.

The Company did no t record any bad debt expense on revenues receivable nor write-offs during the three and three-month periods ended March 31, 2023 and 2022, as the Company’s purchasers of oil, natural gas and NGL have had no issues of payment collectability or lack of credit worthiness with the Company.

As of June 30, 2023 and December 31, 2022, the Company had revenues receivable of $ 13.5 million and $ 21.8 million, respectively.

The Company did no t record any bad debt expense on revenues receivable nor write-offs during the three and six and six-month periods ended June 30, 2023 and 2022, as the Company’s purchasers of oil, natural gas and NGL have had no issues of payment collectability or lack of credit worthiness with the Company .

SANDRIDGE ENERGY, INC.

5 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Basic earnings per share

7 unchanged sentences

$ 16,637 37,097 $ 0.45

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

Basic earnings per share $ 48,492 36,699 $ 1.32

6 unchanged sentences

$ 48,492 37,185 $ 1.30

Six Months Ended June 30, 2023

Basic earnings per share

$ 40,395 36,876 $ 1.10

Effect of dilutive securities

Restricted stock units — 168

Restricted stock awards — —

Performance share units (1) — —

Stock options — 41

Diluted earnings per share (2)

$ 40,395 37,085 $ 1.09

Six Months Ended June 30, 2022

Basic earnings per share $ 83,216 36,667 $ 2.27

Effect of dilutive securities

Restricted stock units — 323

Restricted stock awards 42

Performance share units (1) — —

Stock options — 75

Diluted earnings per share (2)

$ 83,216 37,107 $ 2.24

____________________

(1) The performance share unit awards are contingently issuable and are considered in the calculation of diluted earnings per share.

The Company assesses the number of awards that would be issuable, if any, under the terms of the agreement if the end of the reporting period were the end of the contingency period.

(2) The incremental shares of potentially dilutive restricted stock units, restricted stock awards and stock options were included for the three periods ended March 31, 2023 and 2022 as their effect was dilutive under the treasury stock method.

(2) The incremental shares of potentially dilutive restricted stock units and stock options were included for the three and six-month periods ended June 30, 2023 and 2022 as their effect was dilutive under the treasury stock method.

SANDRIDGE ENERGY, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Subsequent Events

On July 11, 2023, the Company closed an acquisition that increased its interest in twenty-six producing wells operated by the Company within the Northwest Stack play for approximately $ 11.3 million, with an effective date of April 1, 2023.

On August 1, 2023, the Board declared a cash dividend of $ 0.10 per share of the Company’s Common Stock, payable on August 28, 2023 to shareholders of record on August 14, 2023.

Tabl e of Contents

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements