SANDRIDGE ENERGY INC 10-Q

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Introduction The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, liquidity and capital resources. This discussion and analysis should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the accompanying notes included in this Quarterly Report, as well as our audited consolidated financial statements and the accompanying notes included in the 2023 Form 10-K. Our discussion and analysis includes the following subjects: • Overview; • Consolidated Results of Operations; • Liquidity and Capital Resources; and • Critical Accounting Policies and Estimates. The financial information with respect to the three and nine-month periods ended September 30, 2024 and 2023, discussed below, is unaudited. In the opinion of management, this information contains all adjustments, which consist only of normal recurring adjustments unless otherwise disclosed, necessary to state fairly the accompanying unaudited condensed consolidated financial statements. The results of operations for the interim periods are not necessarily indicative of the results of operations for the full fiscal year. Overview We are an independent oil and natural gas company with a principal focus on acquisition, development and production activities in the U.S. Mid-Continent region (“Mid-Con”). The charts below show production by product and percent revenues for the three and nine-month periods ended September 30, 2024 and 2023: 20 Tabl e of Contents Total MBoe production for the three-month period ended September 30, 2024 was comprised of approximately 14.8% oil, 50.4% natural gas and 34.8% NGL compared to 16.8% oil, 55.5% natural gas and 27.7% NGL in 2023. Total MBoe production for the nine-month period ended September 30, 2024 was comprised of approximately 14.5% oil, 54.2% natural gas and 31.3% NGL compared to 17.4% oil, 54.8% natural gas and 27.8% NGL in 2023 . 21 Tabl e of Contents Recent Events • On August 30, 2024, the Company closed on its previously announced acquisition of certain producing oil and natural gas properties in the Cherokee Play of the Western Anadarko Basin for $123.8 million, before customary post-closing adjustments. See “Note 5 — Acquisitions” to the accompanying unaudited condensed consolidated financial statements included in this Quarterly Report and Liquidity and Capital Resources section of Item 2 for additional information. • On September 30, 2024, Mr. Jonathan Frates notified the Board of Directors (the “Board”) of the Company that he will resign as Chairman of the Board, effective October 1, 2024. On September 30, 2024, the Board announced that it had appointed (i) Mr. Frates to serve as the Company’s Executive Vice President and Chief Financial Officer, effective October 21, 2024 and (ii) Mr. Brandon Brown to serve as the Company’s Senior Vice President and Chief Accounting Officer, effective October 21, 2024. Mr. Brown will no longer serve as Chief Financial Officer upon the commencement of Mr. Frates’ role as Chief Financial Officer on October 21, 2024. • On September 30, 2024, the Company announced that the Board had appointed Mr. Vincent Intrieri, a Board member, to serve as the Company’s Chairman of the Board, effective October 1, 2024, to fill the vacancy following Mr. Frates’ resignation from the Board. Mr. Intrieri will also join the Board’s Compensation and Nominating and Governance Committees. • On August 6, 2024, the Board declared a cash dividend of $0.11 per share of the Company’s common stock, which was paid on August 30, 2024 to shareholders of record on August 16, 2024. The total payout was approximately $4.1 million. Outlook We remain committed to growing the cash value and generation capability of our asset base in a safe, responsible and efficient manner, while prudently allocating capital to high-return, organic growth projects. These standalone projects include (1) Development in the Cherokee Shale Play, which includes completions of four drilled uncompleted (“DUC”) wells, and initiating a drilling program, (2) Production Optimization program through artificial lift conversions to more efficient and cost-effective systems and high-graded heel completion projects in the NW Stack and (3) opportunistic leasing that could bolster future development and complement the recently acquired Cherokee assets. Our legacy non-Cherokee leasehold remains approximately 99% held by production, which cost-effectively maintains our development option over a reasonable tenor. These legacy non-Cherokee assets have higher relative gas content for which prices are not yet at optimal levels to resume development or material reactivations. We will continue to monitor forward-looking commodity prices, project results, costs and other factors that could influence returns and adjust capital allocations accordingly. These and other factors will continue to shape our development decisions for the remainder of the year and beyond. We also remain vigilant in evaluating further merger and acquisition opportunities, with consideration of our strong balance sheet and commitment to our capital return program. Consolidated Results of Operations Our consolidated revenues and cash flows are generated from the production and sale of oil, natural gas and NGL. Our revenues, profitability and future growth depend substantially on prevailing prices received for our production, the quantity of oil, natural gas and NGL we produce, and our ability to find and economically develop and produce our reserves. Prices for oil, natural gas and NGL fluctuate widely and are difficult to predict. To provide information on the general trend in pricing, the average New York Mercantile Exchange ("NYMEX") prices for oil and natural gas are shown in the tables below: Three-month periods ended September 30, 2024 June 30, 2024 March 31, 2024 December 31, 2023 September 30, 2023 NYMEX Oil (per Bbl) $ 76.43 $ 81.81 $ 77.50 $ 78.53 $ 82.25 NYMEX Natural gas (per Mcf) $ 2.19 $ 2.15 $ 2.23 $ 2.84 $ 2.69 22 Tabl e of Contents In order to reduce our exposure to price fluctuations, from time to time we may enter into commodity derivative contracts for a portion of our anticipated future oil, natural gas and NGL production as discussed in “Item 3. Quantitative and Qualitative Disclosures About Market Risk.” During periods where the strike prices for our commodity derivative contracts are below market prices at the time of settlement, we may not fully benefit from increases in the market price of oil and natural gas. Conversely, during periods of declining oil and natural gas market prices, our commodity derivative contracts may partially offset declining revenues and cash flows to the extent strike prices for our contracts are above market prices at the time of settlement. See “Note 3 — Derivatives” to the accompanying unaudited condensed consolidated financial statements included in this Quarterly Report for additional information regarding our commodity derivatives. Revenues Consolidated revenues for the three and nine-month periods ended September 30, 2024 and 2023 are presented in the table below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 Change 2024 2023 Change Oil $ 16,871 $ 21,333 $ (4,462) $ 47,202 $ 60,327 $ (13,125) Natural gas 4,349 7,183 (2,834) 13,302 27,378 (14,076) NGL 8,837 9,633 (796) 25,813 27,010 (1,197) Total revenues $ 30,057 $ 38,149 $ (8,092) $ 86,317 $ 114,715 $ (28,398) Oil, Natural Gas and NGL Production and Pricing Our production and pricing information for the three and nine-month periods ended September 30, 2024 and 2023 is shown in the table below: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 Change 2024 2023 Change Production data Oil (MBbls) 231 267 (36) 624 816 (192) Natural gas (MMcf) 4,729 5,276 (547) 13,979 15,373 (1,394) NGL (MBbls) 544 440 104 1,348 1,301 47 Total volumes (MBoe) 1,563 1,586 (23) 4,302 4,679 (377) Average daily total volumes (MBoe/d) 17.0 17.2 (0.2) 15.7 17.1 (1.4) Average prices—as reported (1) Oil (per Bbl) $ 73.07 $ 79.83 $ (6.76) $ 75.66 $ 73.88 $ 1.78 Natural gas (per Mcf) $ 0.92 $ 1.36 $ (0.44) $ 0.95 $ 1.78 $ (0.83) NGL (per Bbl) $ 16.25 $ 21.89 $ (5.64) $ 19.15 $ 20.77 $ (1.62) Total (per Boe) $ 19.23 $ 24.04 $ (4.81) $ 20.07 $ 24.52 $ (4.45) Average prices—including impact of derivative contract settlements Oil (per Bbl) $ 73.71 $ 79.83 $ (6.12) $ 75.89 $ 73.88 $ 2.01 Natural gas (per Mcf) $ 0.92 $ 1.36 $ (0.44) $ 0.95 $ 2.16 $ (1.21) NGL (per Bbl) $ 16.34 $ 21.89 $ (5.55) $ 19.19 $ 20.77 $ (1.58) Total (per Boe) $ 19.36 $ 24.04 $ (4.68) $ 20.11 $ 25.77 $ (5.66) __________________ (1) Prices represent actual average sales prices for the periods presented and do not include effects of derivative settlements. 23 Tabl e of Contents Variances in oil, natural gas and NGL revenues attributable to changes in the average prices received for our production and total production volumes sold for the three and nine-month periods ended September 30, 2024 are shown in the table below (in thousands): Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 2023 oil, natural gas and NGL revenues $ 38,149 $ 114,715 Change due to production volumes (459) (7,579) Change due to average prices (7,633) (20,819) 2024 oil, natural gas and NGL revenues $ 30,057 $ 86,317 Oil, natural gas, and NGL revenues decreased primarily due to lower commodity prices and production volumes. Production volumes decreased primarily due to the natural declines of our producing wells, partially offset by one month of production for our newly acquired wells in the Cherokee Play of the Western Anadarko Basin. The Company did not drill any new wells in the trailing twelve months ended September 30, 2024. See "Item 1A—Risk Factors" included in our 2023 Form 10-K for additional discussion of the potential impact these events may have on our future revenues. Operating Expenses Operating expenses for the three and nine-month periods ended September 30, 2024 and 2023 consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 Change 2024 2023 Change Lease operating expenses $ 9,104 $ 11,450 $ (2,346) $ 28,734 $ 31,946 $ (3,212) Production, ad valorem, and other taxes 1,813 2,031 (218) 5,550 8,522 (2,972) Depreciation and depletion—oil and natural gas 8,345 4,217 4,128 16,771 11,415 5,356 Depreciation and amortization—other 1,605 1,637 (32) 4,947 4,870 77 Total operating expenses $ 20,867 $ 19,335 $ 1,532 $ 56,002 $ 56,753 $ (751) Lease operating expenses ($/Boe) $ 5.82 $ 7.22 $ (1.40) $ 6.68 $ 6.83 $ (0.15) Production, ad valorem, and other taxes ($/Boe) $ 1.16 $ 1.28 $ (0.12) $ 1.29 $ 1.82 $ (0.53) Depreciation and depletion—oil and natural gas ($/Boe) $ 5.34 $ 2.66 $ 2.68 $ 3.90 $ 2.44 $ 1.46 Production, ad valorem, and other taxes (% of oil, natural gas and NGL revenue) 6.0 % 5.3 % 0.7 % 6.4 % 7.4 % (1.0) % Lease operating expenses decreased for the three and nine-months ended September 30, 2024 compared to the same period in 2023 due to a reduction in utility costs and expense workovers. Production, ad valorem, and other taxes for the three and nine-month periods ended September 30, 2024 decreased primarily due to lower commodity prices, sales volumes, and related revenues. Production, ad valorem, and other taxes for the three-month period ended September 30, 2024 increased as a percentage of oil, natural gas and NGL revenue primarily due to an increase in ad valorem taxes. Production, ad valorem, and other taxes for the nine-month period ended September 30, 2024 decreased as a percentage of oil, natural gas and NGL revenue primarily due to a decrease in ad valorem taxes as a result of decreased valuation assessments on our oil and gas properties. The increase in depreciation and depletion for oil and natural gas properties was primarily the result of our acquisition in the Cherokee Play of the Western Anadarko Basin during the three months ended September 30, 2024, which increased the value of our proved properties and subsequently our combined depletion rate for the period ended September 30, 2024. 24 Tabl e of Contents Impairment A ceiling limitation calculation is performed at the end of each quarter. If the full cost pool balance exceeds the ceiling limitation, an impairment of the full cost pool is required. Calculation of the full cost ceiling test is based on, among other factors, trailing twelve-month first-day-of-the-month index prices (“SEC prices”) as adjusted for price differentials and other contractual arrangements. The SEC prices utilized in the calculation of proved reserves included in the full cost ceiling test at September 30, 2024 were $78.64 per barrel of oil and $2.21 per MMBtu of natural gas, before price differential adjustments. The ceiling limitation was not exceeded; therefore, no full cost ceiling limitation impairments were recorded during the three or nine-month periods ended September 30, 2024 or 2023. During certain periods within the past five years, the SEC prices used in the full cost ceiling test have been lower than the SEC prices used for the September 30, 2024 full cost ceiling test and resulted in material ceiling limitation impairments. Full cost pool ceiling limitation impairments have no impact to our cash flow or liquidity. Based on the SEC prices over the trailing ten months ended October 31, 2024, as well as two months of NYMEX strip pricing for November and December of 2024 as of October 25, 2024, we estimate the SEC prices utilized in the December 31, 2024 full cost ceiling test may be $75.95 per barrel of oil and $2.17 per MMBtu of natural gas (the "estimated fourth quarter prices"). Applying these estimated fourth quarter prices, and holding all other inputs constant to those used in the calculation of our September 30, 2024 ceiling test, we expect that no full cost ceiling limitation impairment is indicated for the fourth quarter of 2024. Any actual full cost ceiling limitation impairment recognized in future quarters may fluctuate significantly from projected amounts based on the outcome of numerous other factors such as declines in the actual trailing twelve-month SEC prices, lower NGL pricing, changes in estimated future development costs and operating expenses, and other adjustments to our levels of proved reserves. Other Operating Expenses Other operating expenses for the three and nine-month periods ended September 30, 2024 and 2023 consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 Change 2024 2023 Change General and administrative $ 2,304 $ 2,619 $ (315) $ 8,686 $ 8,004 $ 682 Restructuring expenses 260 42 218 341 343 (2) Employee termination benefits — — — — 19 (19) (Gain) loss on derivative contracts (1,866) — (1,866) (1,866) (1,447) (419) Other operating (income) expense, net — (31) 31 24 (152) 176 Total other operating expenses $ 698 $ 2,630 $ (1,932) $ 7,185 $ 6,767 $ 418 The decrease in general and administrative expenses for the three-month period ended September 30, 2024 was primarily the result of a decrease in personnel costs and professional fees. The increase in general and administrative expenses for the nine-month period ended September 30, 2024 was primarily the result of an increase in personnel costs. The following table summarizes derivative activity for the three and nine-month periods ended September 30, 2024 and 2023 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (Gain) loss on derivative contracts $ (1,866) $ — $ (1,866) $ (1,447) Settlement gains (losses) on derivative contracts $ 199 $ — $ 199 $ 5,876 25 Tabl e of Contents Our derivative contracts were not designated as accounting hedges and, as a result, changes in their fair values were recorded each quarter as a component of operating expenses. Internally, management has historically viewed the settlement of commodity derivative contracts at contractual maturity as adjustments to the price received for oil, natural gas and NGL production to determine “effective prices.” In general, cash is received on settlement of contracts due to lower oil and natural gas prices at the time of settlement, compared to the contract price for our commodity derivative contracts; and, cash is paid on settlement of contracts due to higher oil, natural gas and NGL prices at the time of settlement, compared to the contract price for our commodity derivative contracts. See further discussion of derivative contracts in “Item 3. Quantitative and Qualitative Disclosures about Market Risk” included in Part I of this Quarterly Report. Other Income (Expense) Our other income (expense) for the three and nine-month periods ended September 30, 2024 and 2023 are presented in the table below (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Other income (expense) Interest income (expense), net $ 1,553 $ 2,455 $ 6,742 $ 7,782 Other income (expense), net — 31 92 88 Total other income $ 1,553 $ 2,486 $ 6,834 $ 7,870 Interest income, net during the three and nine-month periods ended September 30, 2024 and 2023 is primarily comprised of interest income on cash deposits. The decrease in interest income, net is due to the Company’s lower cash balance primarily as a result of our acquisitions, and to a lesser extent, capital expenditures and quarterly dividend payments. Income tax (benefit) We recorded income tax benefit of $15.4 million for the three and nine-months ended September 30, 2024 which directly relates to our partial valuation allowance release. As the partial valuation allowance release as of September 30, 2024 was higher than the partial valuation allowance release as of December 31, 2023 of $50.6 million, we recognized $15.4 million of deferred federal and state income tax benefit for the three and nine-months ended September 30, 2024. Liquidity and Capital Resources As of September 30, 2024, our cash and cash equivalents, including restricted cash was $94.1 million. We expect our cash on hand and cash from operations to be adequate to meet our short and long-term liquidity needs. We had no outstanding term or revolving debt obligations as of September 30, 2024. Working Capital and Sources and Uses of Cash Our principal sources of liquidity for the next year include cash flows from operations and cash on hand. On August 30, 2024, the Company closed on its previously announced acquisition of certain producing oil and natural gas properties in the Cherokee Play of the Western Anadarko Basin. The acquisition had an effective date of July 1, 2024 and the the consolidated income statements include activity for September 2024. After customary closing adjustments, the Company paid $123.8 million in cash on hand, of which a portion is held in escrow. As part of the joint development agreement in our Cherokee Play Acquisition, the Company completed and participated in four wells, and could spud up to two wells in the fourth quarter. See “Note 5—Acquisitions” to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report for more information. The condensed consolidated statement of cash flows contains $2.2 million in acquisition of assets related to a separate acquisition of producing properties within our incumbent area of operations in Mid-Con. Cash payments for acquisitions of $126.0 million, dividend payments to shareholders of $68.2 million, and capital expenditures of $13.6 million were the primary drivers in the reduction of working capital to $66.8 million at September 30, 2024 compared to $228.5 million at December 31, 2023. These cash outflows were partially offset by cash flows from operations of $47.9 million. 26 Tabl e of Contents Cash Flows Our cash flows from operations are substantially dependent on current and future prices for oil, natural gas and NGL, which historically have been, and may continue to be, volatile. Cash flows from operations are also affected by timing of cash receipts and disbursements and changes in other working capital assets and liabilities. Our cash flows for the nine-month periods ended September 30, 2024 and 2023 are presented in the following table and discussed below (in thousands): Nine Months Ended September 30, 2024 2023 Cash flows provided by operating activities $ 47,940 $ 89,359 Cash flows used in investing activities (138,662) (35,531) Cash flows used in financing activities (1) (69,141) (79,053) Net (decrease) increase in cash and cash equivalents and restricted cash $ (159,863) $ (25,225) __________________ (1) Includes $68.2 million and $77.8 million in dividend payments for the nine-month periods ended September 30, 2024 and 2023, respectively. Cash Flows from Operating Activities The decrease in cash flows from operations for the nine-month period ended September 30, 2024 compared to the same period in 2023 is primarily due to a decrease in revenues from lower commodity prices and sales volumes from the natural declines of our producing wells, partially offset by one month of production for our newly acquired wells in the Cherokee Play of the Western Anadarko Basin. Cash Flows from Investing Activities Our cash flows used in investing activities during the nine-month periods ended September 30, 2024 and 2023 reflect acquisitions of oil and gas properties for $126.0 million and $11.2 million , and capital expenditures of $13.6 million and $25.7 million, respectively. Our capital expenditures are primarily related to completion, production optimization and leasing activities. However, the Company did not bring online any new wells in the trailing twelve months ended September 30, 2024. Capital expenditures for the nine-month periods ended September 30, 2024 and 2023 are summarized below (in thousands): Nine Months Ended September 30, 2024 2023 Capital Expenditures Drilling, completion, and capital workovers $ 6,562 $ 21,773 Leasehold and geophysical 6,893 (109) Capital expenditures (on an accrual basis) 13,455 21,664 Acquisitions 125,950 11,232 Capital expenditures, including acquisitions 139,405 32,896 Changes in accounts payable and accrued expenses 258 5,263 Inventory material transfers to oil and natural gas properties (141) (1,246) Total cash paid for capital expenditures $ 139,522 $ 36,913 27 Tabl e of Contents Cash Flows from Financing Activities Cash used in financing activities for the nine-month period ended September 30, 2024 consisted primarily of $68.2 million in cash dividends, $0.4 million of cash used for tax withholdings paid in exchange for shares withheld on employee vested stock awards that were settled by net exercise, and finance lease payments of $0.6 million. Since 2023, the Company has paid cash dividends totaling $149.7 million, which represents $3.50 per share in special dividends and $0.53 per share in quarterly dividends for a total of $4.03 per share in cash dividends. Cash used in financing activities for the nine-month period ended September 30, 2023 consisted primarily of $77.8 million in cash dividends, $0.9 million of cash used for tax withholdings paid in exchange for shares withheld on employee vested stock awards that were settled by net exercise, and finance lease payments of $0.4 million. Net exercises of stock awards allows the holder of a stock award to tender back to us a number of shares at fair value upon the vesting of such stock award, that equals the employee payroll tax obligation due. We then remit a cash payment to the relevant taxing authority on behalf of the employee for their payroll tax obligations resulting from the vesting of their stock award. Contractual Obligations and Off-Balance Sheet Arrangements At September 30, 2024, our contractual obligations included asset retirement obligations, leases and other individually insignificant obligations. Additionally, we have certain financial instruments representing potential commitments that were incurred in the normal course of business to support our operations, including surety bonds. The underlying liabilities insured by these instruments are reflected in our balance sheets, where applicable. Therefore, no additional liability is reflected for the surety bonds or other instruments. There were no other significant changes in total contractual obligations and off-balance sheet arrangements from those reported in the 2023 Form 10-K. Critical Accounting Policies and Estimates For a description of our critical accounting policies and estimates, refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2023 Form 10-K . For a discussion of recent accounting pronouncements, newly adopted and recent accounting pronouncements not yet adopted, see “Note 1—Basis of Presentation” to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report. We did not have any material changes in critical accounting policies, estimates, judgments and assumptions during the first nine months of 2024. 28 Tabl e of Contents