UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-33784



SANDRIDGE ENERGY, INC.
(Exact name of registrant as specified in its charter)


Delaware						20-8084793
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1 E. Sheridan Ave, Suite 500 Oklahoma City, Oklahoma						73104
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (405) 429-5500

Former name, former address and former fiscal year, if changed since last report: Not applicable

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $.001 par value

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☑

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 to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☑ No o

The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of the close of business on ~~April~~July 29, 2022, was ~~36,726,056.~~36,741,824.

Table of Contents

References in this report to the “Company,” “SandRidge,” “we,” “our,” and “us” mean SandRidge Energy, Inc., including its consolidated subsidiaries and its proportionately consolidated share of SandRidge Mississippian Trust I and SandRidge Mississippian Trust II, (collectively, the “Royalty Trusts”).

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) of the Company includes “forward-looking statements” as defined by the SEC. These forward-looking statements may include projections and estimates concerning our capital expenditures, liquidity, capital resources and debt profile, the timing and success of specific projects, the impact of the COVID-19 pandemic, the potential impact of international negotiations on the supply and demand of oil, natural gas and natural gas liquids (“NGL”), outcomes and effects of litigation, claims and disputes, elements of our business strategy, compliance with governmental regulation of the oil, ~~and~~ natural gas and NGL industry, including environmental regulations, acquisitions and divestitures and the potential effects on our financial condition and other statements concerning our operations, financial performance and financial condition.

Forward-looking statements are generally accompanied by words such as “estimate,” “assume,” “target,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “could,” “may,” “foresee,” “plan,” “goal,” “should,” “intend” or other words that convey the uncertainty of future events or outcomes. These forward-looking statements are based on certain assumptions and analyses based on our experience and perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The Company disclaims any obligation to update or revise these forward-looking statements unless required by law, and it cautions readers not to rely on them unduly. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties relating to, among other matters, the risks and uncertainties discussed in “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2021 (the “2021 Form ~~10-K”~~10-K and Form 10-K/A”) and in Item 1A of this Quarterly Report.

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SANDRIDGE ENERGY, INC. AND SUBSIDIARIES

FORM 10-Q

Quarter Ended ~~March 31,~~June 30, 2022

INDEX

Table of Contents

PART I. Financial Information

ITEM 1. Financial Statements

SANDRIDGE ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands)


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	163,514	$	137,260	Cash and cash equivalents	$	203,442	$	137,260
Restricted cash - other	Restricted cash - other	2,264		2,264		Restricted cash - other	1,743		2,264
Accounts receivable, net	Accounts receivable, net	26,711		21,505		Accounts receivable, net	32,187		21,505
Prepaid expenses	Prepaid expenses	3,141		626		Prepaid expenses	3,198		626
Other current assets	Other current assets	80		80		Other current assets	80		80
Total current assets	Total current assets	195,710		161,735		Total current assets	240,650		161,735
Oil and natural gas properties, using full cost method of accounting	Oil and natural gas properties, using full cost method of accounting					Oil and natural gas properties, using full cost method of accounting
Proved	Proved	1,459,713		1,454,016		Proved	1,477,699		1,454,016
Unproved	Unproved	12,478		12,255		Unproved	11,487		12,255
Less: accumulated depreciation, depletion and impairment	Less: accumulated depreciation, depletion and impairment	(1,374,767)		(1,373,217)		Less: accumulated depreciation, depletion and impairment	(1,376,147)		(1,373,217)
		97,424		93,054			113,039		93,054
Other property, plant and equipment, net	Other property, plant and equipment, net	96,282		97,791		Other property, plant and equipment, net	94,851		97,791
Other assets	Other assets	294		332		Other assets	268		332
Total assets	Total assets	$	389,710	$	352,912	Total assets	$	448,808	$	352,912


LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	47,292	$	45,779	Accounts payable and accrued expenses	$	56,635	$	45,779
Derivative contracts	Derivative contracts	—		21		Derivative contracts	—		21
Asset retirement obligation	Asset retirement obligation	17,373		17,606		Asset retirement obligation	17,256		17,606
Other current liabilities	Other current liabilities	643		627		Other current liabilities	702		627
Total current liabilities	Total current liabilities	65,308		64,033		Total current liabilities	74,593		64,033

Asset retirement obligation	Asset retirement obligation	42,554		41,762		Asset retirement obligation	43,482		41,762
Other long-term obligations	Other long-term obligations	1,653		1,795		Other long-term obligations	1,606		1,795
Total liabilities	Total liabilities	109,515		107,590		Total liabilities	119,681		107,590
Commitments and contingencies (Note 7)	Commitments and contingencies (Note 7)	0		0		Commitments and contingencies (Note 7)	0		0
Stockholders’ Equity	Stockholders’ Equity					Stockholders’ Equity
Common stock, $0.001 par value; 250,000 shares authorized; 36,726 issued and outstanding at March 31, 2022 and 36,675 issued and outstanding at December 31, 2021		37		37
Common stock, $0.001 par value; 250,000 shares authorized; 36,742 issued and outstanding at June 30, 2022 and 36,675 issued and outstanding at December 31, 2021						Common stock, $0.001 par value; 250,000 shares authorized; 36,742 issued and outstanding at June 30, 2022 and 36,675 issued and outstanding at December 31, 2021	37		37
Warrants	Warrants	88,520		88,520		Warrants	88,520		88,520
Additional paid-in capital	Additional paid-in capital	1,062,886		1,062,737		Additional paid-in capital	1,063,326		1,062,737
Accumulated deficit	Accumulated deficit	(871,248)		(905,972)		Accumulated deficit	(822,756)		(905,972)
Total stockholders’ equity	Total stockholders’ equity	280,195		245,322		Total stockholders’ equity	329,127		245,322
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	389,710	$	352,912	Total liabilities and stockholders’ equity	$	448,808	$	352,912

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

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SANDRIDGE ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited)

(In thousands, except per share data)


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Revenues	Revenues							Revenues
Oil, natural gas and NGL	Oil, natural gas and NGL		$	57,487		$	33,623	Oil, natural gas and NGL	$	69,760	$	34,196	$	127,247	$	67,819

Total revenues	Total revenues		57,487			33,623		Total revenues	69,760		34,196		127,247		67,819
Expenses	Expenses							Expenses
Lease operating expenses	Lease operating expenses		10,862			7,954		Lease operating expenses	9,512		9,232		20,374		17,186
Production, ad valorem, and other taxes	Production, ad valorem, and other taxes		4,110			2,176		Production, ad valorem, and other taxes	4,799		2,534		8,909		4,710
Depreciation and depletion — oil and natural gas	Depreciation and depletion — oil and natural gas		2,401			2,505		Depreciation and depletion — oil and natural gas	2,826		2,193		5,227		4,698
Depreciation and amortization — other	Depreciation and amortization — other		1,575			1,494		Depreciation and amortization — other	1,563		1,475		3,138		2,969

General and administrative	General and administrative		2,530			2,090		General and administrative	2,171		2,522		4,701		4,612
Restructuring expenses	Restructuring expenses		209			2,054		Restructuring expenses	433		256		642		2,310
Employee termination benefits	Employee termination benefits		—			49		Employee termination benefits	—		—		—		49
(Gain) loss on derivative contracts			1,064			—
(Gain) loss on sale of assets			—			(19,713)
Other operating (income) expense, net			(64)			(48)
Loss on derivative contracts								Loss on derivative contracts	—		—		1,064		—
Gain on sale of assets								Gain on sale of assets	—		—		—		(19,713)
Other operating income, net								Other operating income, net	(51)		(65)		(115)		(113)
Total expenses	Total expenses		22,687			(1,439)		Total expenses	21,253		18,147		43,940		16,708
Income from operations	Income from operations		34,800			35,062		Income from operations	48,507		16,049		83,307		51,111
Other income (expense)	Other income (expense)							Other income (expense)
Interest expense, net	Interest expense, net		(152)			(47)		Interest expense, net	(27)		(84)		(179)		(131)
Other income (expense), net			76			28
Other income, net								Other income, net	12		287		88		315
Total other income (expense)	Total other income (expense)		(76)			(19)		Total other income (expense)	(15)		203		(91)		184
Income before income taxes	Income before income taxes		34,724			35,043		Income before income taxes	48,492		16,252		83,216		51,295
Income tax expense (benefit)	Income tax expense (benefit)		—			—		Income tax expense (benefit)	—		—		—		—
Net income	Net income		$	34,724		$	35,043	Net income	$	48,492	$	16,252	$	83,216	$	51,295
Net income per share	Net income per share							Net income per share
Basic	Basic		$	0.95		$	0.97	Basic	$	1.32	$	0.45	$	2.27	$	1.42
Diluted	Diluted		$	0.94		$	0.94	Diluted	$	1.30	$	0.44	$	2.24	$	1.38
Weighted average number of common shares outstanding	Weighted average number of common shares outstanding							Weighted average number of common shares outstanding
Basic	Basic		36,635			36,156		Basic	36,699		36,416		36,667		36,187
Diluted	Diluted		37,019			37,439		Diluted	37,185		37,345		37,107		37,283

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

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SANDRIDGE ENERGY, INC. AND SUBSIDIARIES

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

(In thousands)


		Common Stock			Warrants			Additional Paid-In Capital			Accumulated Deficit			Total				Common Stock					Warrants					Additional Paid-In Capital				Accumulated Deficit				Total
		Shares	Amount		Shares	Amount				Total			Shares				Amount		Shares			Amount			Additional Paid-In Capital						Accumulated Deficit
Three Months Ended March 31, 2022
Six Months Ended June 30, 2022																Six Months Ended June 30, 2022
Balance at December 31, 2021	Balance at December 31, 2021	36,675	$	37	6,981	$	88,520	$	1,062,737		$	(905,972)		$	245,322	Balance at December 31, 2021		36,675		$	37		6,981			$	88,520		$	1,062,737				$	(905,972)			$	245,322
Issuance of stock awards, net of cancellations	Issuance of stock awards, net of cancellations	51	—		—	—		—			—			—		Issuance of stock awards, net of cancellations		51		—			—			—		—				—				—

Stock-based compensation	Stock-based compensation	—	—		—	—		384			—			384		Stock-based compensation		—		—			—			—		384				—				384

Cash paid for tax obligations on vested stock awards	Cash paid for tax obligations on vested stock awards	—	—		—	—		(235)			—			(235)		Cash paid for tax obligations on vested stock awards		—		—			—			—		(235)				—				(235)

Net income	Net income	—	—		—	—		—			34,724			34,724		Net income		—		—			—			—		—				34,724				34,724
Balance at March 31, 2022	Balance at March 31, 2022	36,726	$	37	6,981	$	88,520	$	1,062,886		$	(871,248)		$	280,195	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																Issuance of stock awards, net of cancellations		16		—			—			—		—				—				—
Stock-based compensation																Stock-based compensation		—		—			—			—		440				—				440

Net income																Net income		—		—			—			—		—				48,492				48,492
Balance at June 30, 2022																Balance at June 30, 2022		36,742		$	37		6,981			$	88,520	$	1,063,326			$	(822,756)			$	329,127

Six Months Ended June 30, 2021																Six Months Ended June 30, 2021
Balance at December 31, 2020																Balance at December 31, 2020		35,928		$	36		6,734			$	88,520	$	1,062,220			$	(1,022,710)			$	128,066
Issuance of stock awards, net of cancellations																Issuance of stock awards, net of cancellations		6		—			—			—		—				—				—
Stock-based compensation																Stock-based compensation		—		—			—			—		236				—				236
Issuance of common stock for general unsecured claims																Issuance of common stock for general unsecured claims		201		—			—			—		—				—				—
Issuance of warrants for general unsecured claims																Issuance of warrants for general unsecured claims		—		—			247			—		—				—				—

Cash paid for tax obligations on vested stock awards																Cash paid for tax obligations on vested stock awards		—		—			—			—		(19)				—				(19)
Net Income																Net Income		—		—			—			—		—				35,043				35,043
Balance at March 31, 2021																Balance at March 31, 2021		36,135		$	36		6,981			$	88,520	$	1,062,437			$	(987,667)			$	163,326
Issuance of stock awards, net of cancellations																Issuance of stock awards, net of cancellations		425		1			—			—		(1)				—				—
Stock options exercised and Stock-based compensation																Stock options exercised and Stock-based compensation		—		—			—			—		584				—				584
Cash paid for tax obligations on vested stock awards																Cash paid for tax obligations on vested stock awards		—		—			—			—		(594)				—				(594)
Net Income																Net Income		—		—			—			—		—				16,252				16,252
Balance at June 30, 2021																Balance at June 30, 2021		36,560		$	37		$	6,981		$	88,520	$	1,062,426			$	(971,415)			$	179,568

Three Months Ended March 31, 2021
Balance at December 31, 2020		35,928	$	36	6,734	$	88,520	$	1,062,220		$	(1,022,710)		$	128,066
Issuance of stock awards, net of cancellations		6	—		—	—		—			—			—
Stock-based compensation		—	—		—	—		236			—			236
Issuance of common stock for general unsecured claims		201	—		—	—		—			—			—
Issuance of warrants for general unsecured claims		—	—		247	—		—			—			—

Cash paid for tax obligations on vested stock awards		—	—		—	—		(19)			—			(19)
Net Income		—	—		—	—		—			35,043			35,043
Balance at March 31, 2021		36,135	$	36	6,981	$	88,520	$	1,062,437		$	(987,667)		$	163,326

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

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SANDRIDGE ENERGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)


		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES					CASH FLOWS FROM OPERATING ACTIVITIES
Net income	Net income	$	34,724	$	35,043	Net income	$	83,216	$	51,295
Adjustments to reconcile net income to net cash provided by operating activities	Adjustments to reconcile net income to net cash provided by operating activities					Adjustments to reconcile net income to net cash provided by operating activities
Provision for doubtful accounts	Provision for doubtful accounts	—		21		Provision for doubtful accounts	—		21
Depreciation, depletion, and amortization	Depreciation, depletion, and amortization	3,975		3,999		Depreciation, depletion, and amortization	8,365		7,667

Debt issuance costs amortization	Debt issuance costs amortization	—		16		Debt issuance costs amortization	—		36

(Gain) loss on derivative contracts		1,064		—
Cash (paid) received on settlement of derivative contracts		(1,085)		—
Loss on derivative contracts						Loss on derivative contracts	1,064		—
Cash paid on settlement of derivative contracts						Cash paid on settlement of derivative contracts	(1,085)		—

(Gain) loss on sale of assets		—		(19,713)
Gain on sale of assets						Gain on sale of assets	—		(19,713)
Stock-based compensation	Stock-based compensation	356		235		Stock-based compensation	754		799
Other	Other	38		35		Other	76		71
Changes in operating assets and liabilities	Changes in operating assets and liabilities	(6,879)		(5,305)		Changes in operating assets and liabilities	(13,234)		(6,945)
Net cash provided by (used in) operating activities		32,193		14,331
Net cash provided by operating activities						Net cash provided by operating activities	79,156		33,231
CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES					CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures for property, plant and equipment	Capital expenditures for property, plant and equipment	(5,629)		(3,094)		Capital expenditures for property, plant and equipment	(11,959)		(4,389)

Acquisition of assets						Acquisition of assets	(1,431)		(3,545)
Purchase of other property and equipment	Purchase of other property and equipment	(49)		(59)		Purchase of other property and equipment	(49)		(59)
Proceeds from sale of assets	Proceeds from sale of assets	59		37,238		Proceeds from sale of assets	306		37,900
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(5,619)		34,085		Net cash provided by (used in) investing activities	(13,133)		29,907
CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES					CASH FLOWS FROM FINANCING ACTIVITIES

Reduction of financing lease liability	Reduction of financing lease liability	(113)		(74)		Reduction of financing lease liability	(197)		(122)
Debt issuance costs	Debt issuance costs	—		(74)		Debt issuance costs	—		(81)
Proceeds from exercise of stock options	Proceeds from exercise of stock options	28		—		Proceeds from exercise of stock options	70		21
Cash paid for tax obligations on vested stock awards	Cash paid for tax obligations on vested stock awards	(235)		(19)		Cash paid for tax obligations on vested stock awards	(235)		(613)
Net cash provided by (used in) financing activities		(320)		(167)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS and RESTRICTED CASH		26,254		48,249
Net cash used in financing activities						Net cash used in financing activities	(362)		(795)
NET INCREASE IN CASH, CASH EQUIVALENTS and RESTRICTED CASH						NET INCREASE IN CASH, CASH EQUIVALENTS and RESTRICTED CASH	65,661		62,343
CASH, CASH EQUIVALENTS and RESTRICTED CASH, beginning of year	CASH, CASH EQUIVALENTS and RESTRICTED CASH, beginning of year	139,524		28,266		CASH, CASH EQUIVALENTS and RESTRICTED CASH, beginning of year	139,524		28,266
CASH, CASH EQUIVALENTS and RESTRICTED CASH, end of period	CASH, CASH EQUIVALENTS and RESTRICTED CASH, end of period	$	165,778	$	76,515	CASH, CASH EQUIVALENTS and RESTRICTED CASH, end of period	$	205,185	$	90,609
Supplemental Disclosure of Cash Flow Information	Supplemental Disclosure of Cash Flow Information					Supplemental Disclosure of Cash Flow Information
Cash paid for interest, net of amounts capitalized	Cash paid for interest, net of amounts capitalized	$	(145)	$	(92)	Cash paid for interest, net of amounts capitalized	$	(167)	$	(106)

Supplemental Disclosure of Noncash Investing and Financing Activities	Supplemental Disclosure of Noncash Investing and Financing Activities					Supplemental Disclosure of Noncash Investing and Financing Activities
Purchase of Plant Property and Equipment in accounts payable		$	680	$	1,342
Purchase of Plant, Property and Equipment in accounts payables and accrued expenses						Purchase of Plant, Property and Equipment in accounts payables and accrued expenses	$	10,858	$	1,260
Right-of-use assets obtained in exchange for financing lease obligations	Right-of-use assets obtained in exchange for financing lease obligations	$	—	$	363	Right-of-use assets obtained in exchange for financing lease obligations	$	117	$	363

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

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SANDRIDGE ENERGY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

Nature of Business. SandRidge Energy, Inc. is an oil and natural gas acquisition, development and production company headquartered in Oklahoma City, Oklahoma with a principal focus on developing and producing hydrocarbon resources in the United ~~States.~~States Mid-Continent region (“Mid-Con”).

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. All intercompany accounts and transactions have been eliminated in consolidation.

Interim Financial Statements. The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes contained in the Company’s 2021 Form ~~10-K.~~10-K and 10-K/A. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted, although the Company believes that the disclosures contained herein are adequate to make the information presented not misleading. In the opinion of management, the financial statements include all adjustments, which consist of normal recurring adjustments unless otherwise disclosed, necessary to fairly state the Company’s unaudited condensed consolidated financial statements.

Significant Accounting Policies. The unaudited condensed consolidated financial statements were prepared in accordance with the accounting policies stated in the Company’s 2021 Form 10-K and 10-K/A, as well as the items noted below.

Use of Estimates. The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The more significant areas requiring the use of assumptions, judgments and estimates include: oil, natural gas and natural gas liquids (“NGL”) reserves; impairment tests of long-lived assets; the carrying value of unproved oil and natural gas properties; depreciation, depletion and amortization; asset retirement obligations; determinations of significant alterations to the full cost pool and related estimates of fair value used to allocate the full cost pool net book value to divested properties, as necessary; valuation allowances for deferred tax assets; income taxes; valuation of derivative instruments; contingencies; and accrued revenue and related receivables. Although management believes the estimates used in the areas noted above are reasonable, actual results could differ significantly from those estimates.

~~Recent Accounting Pronouncements Adopted ASU 2020-04~~. In March 2020, FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), to facilitate the effects of reference rate reform on financial reporting. This ASU provides optional practical expedients and exceptions for applying GAAP provisions to contracts, hedging relationships, and other transactions that reference the London Inter-Bank Offered Rate ("LIBOR"), or other reference rates expected to be discontinued because of reference rate reform, if certain criteria are met. The provisions of this ASU do not apply to contract modifications made and hedging transactions entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The amendments in ASU 2020-04 are effective, for all entities, as of March 12, 2020 through December 31, 2022. The Company concluded the ASU did not have a material impact on the consolidated financial statements.

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2. Fair Value Measurements

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,~~June 30, 2022 and December 31, 2021.


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

Level 2			Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3			Measurement based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e., supported by little or no market activity).

Assets and liabilities that are measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, which may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The determination of the fair values, stated below, considers the market for the Company’s financial

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assets and liabilities, the associated credit risk and other factors. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis. The Company had liabilities classified in Level 2 of the hierarchy as of December 31, 2021 and none as of ~~March 31,~~June 30, 2022 as described below.

Level 2 Fair Value Measurements

Commodity Derivative Contracts. As applicable, the fair values of the Company’s oil, ~~and~~ natural gas and NGL fixed price swaps are based upon inputs that are either readily available in the public market, such as oil, ~~and~~ natural gas and NGL futures prices, volatility factors and discount rates, or can be corroborated from active markets. ~~Fair~~As applicable, if the Company has a commodity derivative contract in place, the fair value is determined through the use of a discounted cash flow model or option pricing model using the applicable inputs discussed above. The Company applies a weighted average credit default risk rating factor for its counterparties or gives effect to its credit default risk rating, as applicable, in determining the fair value of these derivative contracts. Credit default risk ratings are based on current published credit default swap rates.

Fair Value - Recurring Measurement Basis

There were no open commodity derivative contracts as of ~~March 31,~~June 30, 2022. The following table ~~summarize~~summarizes the Company’s ~~assets~~liabilities measured at fair value on a recurring basis by the fair value hierarchy (in thousands):

December 31, 2021


		Fair Value Measurements						Netting (1)		Assets/Liabilities at Fair Value			Fair Value Measurements						Netting (1)		Liabilities at Fair Value
		Level 1		Level 2		Level 3							Level 1		Level 2		Level 3

Liabilities	Liabilities											Liabilities
Commodity derivative contracts	Commodity derivative contracts	$	—	$	200	$	—	$	179	$	21	Commodity derivative contracts	$	—	$	200	$	—	$	179	$	21
Total	Total	$	—	$	200	$	—	$	179	$	21	Total	$	—	$	200	$	—	$	179	$	21

____________________

(1) Represents the effect of netting assets and liabilities for counterparties with which the right of offset exists.

Transfers. The Company did not have any transfers between Level 1, Level 2 or Level 3 fair value measurements ~~during the three-month periods ended March 31,~~as of June 30, 2022 and December 31, 2021.

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3. Derivatives

Commodity Derivatives

The Company is exposed to commodity price risk, which impacts the predictability of its cash flows from the sale of oil, natural gas and ~~natural gas.~~NGL. On occasion, the Company has attempted to manage this risk on a portion of its forecasted oil, or natural gas or NGL production sales through the use of commodity derivative contracts. There were no open commodity derivative contracts as of ~~March 31,~~June 30, 2022.

~~Historically, the~~The Company has not designated any of its derivative contracts as hedges for accounting purposes. ~~All~~As applicable, if the Company has open derivative contracts, ~~have been~~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 ~~statements of operations.~~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.

The following table summarizes derivative activity for the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2022, and 2021 (in thousands):

Three Months Ended March 31,
2022 2021
(Gain) loss on commodity derivative contracts $ 1,064 $ —
Cash (paid) received on settlements $ (1,085) $ —

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	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Loss on commodity derivative contracts	$	—	$	—	$	1,064	$	—
Cash paid on settlements	$	—	$	—	$	(1,085)	$	—

Master Netting Agreements and the Right of Offset. As applicable, the Company ~~historically~~has had master netting agreements with all of its commodity derivative counterparties and has presented its derivative assets and liabilities with the same counterparty on a net basis in the unaudited condensed consolidated balance sheets. 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 0no open commodity derivatives contracts as of ~~March 31,~~June 30, 2022. As of December 31, 2021, the Company’s open commodity derivative contracts were held with one counterparty.

There were 0no open derivative positions as of ~~March 31,~~June 30, 2022. 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) for the Company’s net derivative liability positions as of December 31, 2021 were (in thousands):


	Gross Amounts		Gross Amounts Offset		Amounts Net of Offset		Financial Collateral		Net Amount
Liabilities
Derivative contracts - current	$	200	$	179	$	21	$	—	$	21
Total	$	200	$	179	$	21	$	—	$	21

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. Changes in fair value were principally measured based on a comparison of future prices to the contract price at the end of the period.

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Fair Value of Derivatives

The following table presents the fair value of the Company’s derivative contracts on a net basis with the same counterparty (in thousands):

Type of Contract

Balance Sheet Classification

December 31, 2021

Derivative liabilities

Natural Gas and NGL price swaps

Current liabilities - Derivative Contracts

Total net derivative contracts

See Note 2 for additional discussion of the fair value measurement of the Company’s derivative contracts.

4. Property, Plant and Equipment

Property, plant and equipment consists of the following (in thousands):


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Oil and natural gas properties	Oil and natural gas properties					Oil and natural gas properties
Proved	Proved	$	1,459,713	$	1,454,016	Proved	$	1,477,699	$	1,454,016
Unproved	Unproved	12,478		12,255		Unproved	11,487		12,255
Total oil and natural gas properties	Total oil and natural gas properties	1,472,191		1,466,271		Total oil and natural gas properties	1,489,186		1,466,271
Less: accumulated depreciation, depletion and impairment	Less: accumulated depreciation, depletion and impairment	(1,374,767)		(1,373,217)		Less: accumulated depreciation, depletion and impairment	(1,376,147)		(1,373,217)
Net oil and natural gas properties	Net oil and natural gas properties	97,424		93,054		Net oil and natural gas properties	113,039		93,054

Land	Land	200		200		Land	200		200
Electrical infrastructure	Electrical infrastructure	121,819		121,819		Electrical infrastructure	121,819		121,819
Other non-oil and natural gas equipment	Other non-oil and natural gas equipment	1,620		1,575		Other non-oil and natural gas equipment	1,636		1,575
Buildings and structures		3,603		3,603
Building and structures						Building and structures	3,603		3,603
Financing leases	Financing leases	1,252		1,384		Financing leases	1,230		1,384
Total	Total	128,494		128,581		Total	128,488		128,581
Less: accumulated depreciation and amortization	Less: accumulated depreciation and amortization	(32,212)		(30,790)		Less: accumulated depreciation and amortization	(33,637)		(30,790)
Other property, plant and equipment, net	Other property, plant and equipment, net	96,282		97,791		Other property, plant and equipment, net	94,851		97,791
Total property, plant and equipment, net	Total property, plant and equipment, net	$	193,706	$	190,845	Total property, plant and equipment, net	$	207,890	$	190,845

5. Acquisitions and Divestitures

On February 5, 2021, the Company sold all of its oil and natural gas properties and related assets of the North Park Basin ("NPB"), in Colorado, for a gross purchase price of $47 million. The sale closed for net proceeds of ~~$39.7~~$38.9 million in cash, ~~which amounts to the purchase price of $47 million~~ net of ~~effective date~~$8.1 million in closing adjustments, primarily for production revenue received prior to ~~close date adjustments.~~closing. Consequently, the Company allocated a portion of the full cost pool net book value, using the income approach, to the divested oil and gas properties and recognized a reduction of full cost pool assets of $22.0 million and a reduction of $4.6 million to its non-full cost pool assets. As the sale significantly altered the relationship between capitalized costs and proved reserves, the Company recognized a $19.7 million gain, during the first six months of 2021, related to the assets sold. During the last six months of 2021 we recognized additional closing adjustments of $0.8 million, which reduced the gain on the sale of assets to $18.9 million. The $18.9 million gain represents net proceeds of ~~$39.7~~$38.9 million coupled with the release of revenues in suspense of $0.5 million and the relief of asset retirement obligations of $6.1 million offset by the reduction of $26.6 million in oil and gas properties related to NPB. The Company recorded a decrease to the sales price of $0.8 million as a result of post-closing adjustments made during the second half of the year 2021. As a result, (Gain) loss on sale of assets decreased to $18.9 million for the year ended December 31, 2021.

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6. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following (in thousands):


		March 31, 2022		December 31, 2021			June 30, 2022		December 31, 2021
Accounts payable and other accrued expenses	Accounts payable and other accrued expenses	$	14,558	$	13,727	Accounts payable and other accrued expenses	$	24,029	$	13,727
Production payable	Production payable	26,735		23,974		Production payable	24,836		23,974
Payroll and benefits	Payroll and benefits	2,284		3,942		Payroll and benefits	2,897		3,942
Taxes payable	Taxes payable	3,481		3,902		Taxes payable	4,639		3,902
Drilling advances	Drilling advances	234		234		Drilling advances	234		234

Total accounts payable and accrued expenses	Total accounts payable and accrued expenses	$	47,292	$	45,779	Total accounts payable and accrued expenses	$	56,635	$	45,779

7. Commitments and Contingencies

Legal Proceedings. The Company is subject to various legal proceedings and claims arising in the ordinary course of its business. 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. The Company continuously assesses the potential liability related to the Company's pending litigation and revises its estimates when additional information becomes available. Additionally, the Company currently expenses all legal costs as they are incurred.

As previously disclosed in the Company's 2021 Form 10-K and 10-K/A, there are certain ongoing Cases (as that term is defined in the Company's 2021 Form ~~10-K)~~10-K and 10-K/A).

In each of the Cases, lead plaintiffs seek to recover unspecified damages, interest, costs and expenses incurred in the litigation on behalf of themselves and class members. Although the claims against the Company in each Case have been discharged pursuant to the Plan, the Company remains a nominal defendant because of a technical connection with the Cases, and is necessary for the court to decide all issues and make a proper judgement. The Company may also be contractually obligated to indemnify two former officers who are defendants and the SandRidge Mississippian Trust I against losses, claims, damages, liabilities and expenses, including reasonable costs of investigation and attorney’s fees and expenses, which it is required to advance, arising out of the Cases, although the Company disputes any such obligations. Such indemnification is not covered by insurance with respect to the Trust. As of October 2020, we have exhausted all remaining insurance coverage for the costs of indemnification and expect no further reimbursements.

In light of the status of the Cases, and the facts, circumstances and legal theories relating thereto, the Company is not able to determine the likelihood of an outcome in either case or provide an estimate of any reasonably possible loss or range of possible loss related thereto. Accordingly, the Company has not established or accrued any liabilities relating to the Cases and believes that the plaintiffs' claims are without merit. However, considering the exhaustion of insurance coverage available to the Company, such losses, if incurred, could be material. The Company intends to continue to vigorously defend against the Cases in its capacity as a nominal defendant.

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8. Income Taxes

For each interim reporting period, the Company estimates the effective tax rate expected for the full fiscal year and uses that estimated rate in providing for income taxes on a current year-to-date basis.

Deferred income taxes are provided to reflect the future tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The Company’s deferred tax assets have been reduced by a valuation allowance due to a determination that it is more likely than not that some or all of the deferred assets will not be realized based on the weight of all available evidence. The Company continues to closely monitor and weigh all available evidence, including both positive and negative, in making its determination whether to maintain a valuation allowance. As a result of the significant weight placed on the Company's trailing three-year cumulative negative earnings position, the Company continued to maintain a full valuation allowance against its net deferred tax asset at ~~March 31,~~June 30, 2022 and December 31, 2021. As a result, the Company had no federal or state income tax expense or benefit for the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2022 and 2021.

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. As a result of the Chapter 11 reorganization and related transactions, the Company experienced an ownership change within the meaning of IRC Section 382 during 2016 that subjected certain of the Company’s tax attributes, including net operating losses ("NOLs"), to an IRC Section 382 limitation. This limitation has not resulted in cash taxes for any period subsequent to the ownership change. 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's~~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 attributes to reduce taxable income and income taxes could be materially impacted by a future IRC 382 ownership change. Future transactions involving the Company's stock, including those outside of the Company's control, could cause an IRC 382 ownership change resulting in a limitation on tax attributes currently not limited and a more restrictive limitation on tax attributes currently subject to the previous IRC 382 limitation.benefits.

As of ~~March 31,~~June 30, 2022, 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, ~~$0.8~~$0.7 billion expire during the years ~~2027~~2028 through 2037, while ~~$0.8~~the remaining $0.9 billion do not have an expiration date. 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,~~June 30, 2022 and December 31, 2021.

The Company’s only taxing jurisdiction is the United States (federal and state). The Company’s tax years ~~2017~~2018 to present remain open for federal examination. Additionally, tax years 2005 through ~~2016~~2017 remain subject to examination for the purpose of determining the amount of federal NOL and other carryforwards. The number of years open for state tax audits varies, depending on the state, but are generally from three to five years.

9. Equity

Common Stock, Performance Share Units, and Stock Options. At ~~March 31,~~June 30, 2022, the Company had approximately 250.0 million shares of common stock authorized, 36.7 million shares of common stock, par value $0.001 per share, issued and outstanding. Further, at ~~March 31,~~June 30, 2022, the Company had ~~approximately 0.1 million~~zero shares of unvested restricted stock awards, 0.4 million shares of unvested restricted stock units, 0.3 million stock options outstanding, and an immaterial number of unvested performance share units.

Warrants. The Company has issued approximately 4.9 million Series A warrants and 2.1 million Series B warrants that are exercisable until October 4, 2022 for 1 share of common stock per warrant at initial prices of $41.34 and $42.03 per share, respectively, subject to adjustments pursuant to the terms of the warrants, to certain holders of general unsecured claims as defined in the 2016 bankruptcy reorganization plan. The warrants contain customary anti-dilution adjustments in the event of any stock split, reverse stock split, reclassification, stock dividend or other distributions.

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

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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. The Program does not require any specific

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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 quarter ended ~~March 31,~~June 30, 2022.

10. Revenues

The following table disaggregates the Company’s revenue by source for the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2022 and 2021:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021

			(In thousands)						(In thousands)
Oil	Oil		$	19,781		$	15,548	Oil	$	22,602	$	14,666	$	42,383	$	30,214
NGL	NGL		17,742			8,856		NGL	19,453		10,625		37,195		19,481
Natural gas	Natural gas		19,964			9,219		Natural gas	27,705		8,905		47,669		18,124
Other			—			—

Total revenues (1)	Total revenues (1)		$	57,487		$	33,623	Total revenues (1)	$	69,760	$	34,196	$	127,247	$	67,819

(1)~~March 31,~~Six months ended June 30, 2021 includes 36 days of production and related revenues for NPB, which was sold on February 5, 2021.

Oil, natural gas and NGL revenues. All 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. As the Company’s purchaser ~~obtain~~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. 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. Oil, natural gas and NGL revenues are also recorded net of royalties, discounts and allowances, and transportation costs, as applicable. Taxes assessed by governmental authorities on oil, natural gas and NGL sales are presented separately from revenues and are included in production, ad valorem, and other tax expense in the condensed consolidated ~~statements of operations.~~income statements.

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. 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,~~June 30, 2022, and December 31, 2021, the Company had revenues receivable of ~~$23.8~~$27.5 million and $18.8 million, ~~respectively, and~~respectively. The Company did not record any bad debt expense on revenues receivable nor write-offs during the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2022 and ~~2021.~~2021, 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.

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11. Earnings per Share

The following table summarizes the calculation of weighted average common shares outstanding used in the computation of diluted earnings (loss) per share:


		Earnings		Weighted Average Shares		Earnings Per Share			Earnings		Weighted Average Shares	Earnings Per Share

		(In thousands, except per share amounts)							(In thousands, except per share amounts)

Three Months Ended March 31, 2022
Three Months Ended June 30, 2022								Three Months Ended June 30, 2022
Basic earnings per share	Basic earnings per share	$	34,724	36,635		$	0.95	Basic earnings per share	$	48,492	36,699	$	1.32
Effect of dilutive securities	Effect of dilutive securities							Effect of dilutive securities
Restricted stock units	Restricted stock units	—		281				Restricted stock units	—		339
Restricted stock awards	Restricted stock awards	—		50				Restricted stock awards	—		34
Performance share units (1)	Performance share units (1)	—		—				Performance share units (1)	—		—
Stock options	Stock options	—		53				Stock options	—		113
Warrants		—		—

Diluted earnings per share (2)	Diluted earnings per share (2)	$	34,724	37,019		$	0.94	Diluted earnings per share (2)	$	48,492	37,185	$	1.30
Three Months Ended March 31, 2021
Three Months Ended June 30, 2021								Three Months Ended June 30, 2021
Basic earnings per share	Basic earnings per share	$	35,043	36,156	(3)	$	0.97	Basic earnings per share	$	16,252	36,416	$	0.45
Effect of dilutive securities	Effect of dilutive securities							Effect of dilutive securities
Restricted stock units	Restricted stock units	—		1,166				Restricted stock units	—		855
Restricted stock awards	Restricted stock awards	0		88				Restricted stock awards	—		36
Performance share units (1)	Performance share units (1)	—		—				Performance share units (1)	—		—
Stock options	Stock options	—		29				Stock options	—		38
Warrants		—		—

Diluted earnings per share (2)	Diluted earnings per share (2)	$	35,043	37,439		$	0.94	Diluted earnings per share (2)	$	16,252	37,345	$	0.44
Six Months Ended June 30, 2022								Six Months Ended June 30, 2022
Basic earnings per share								Basic earnings per share	$	83,216	36,667	$	2.27
Effect of dilutive securities								Effect of dilutive securities
Restricted stock units								Restricted stock units	—		323
Restricted stock awards								Restricted stock awards	—		42
Performance share units (1)								Performance share units (1)	—		—
Stock options								Stock options	—		75

Diluted earnings per share (2)								Diluted earnings per share (2)	$	83,216	37,107	$	2.24
Six Months Ended June 30, 2021								Six Months Ended June 30, 2021
Basic earnings per share								Basic earnings per share	$	51,295	36,187	$	1.42
Effect of dilutive securities								Effect of dilutive securities
Restricted stock units								Restricted stock units	—		1,019
Restricted stock awards								Restricted stock awards	0		39
Performance share units (1)								Performance share units (1)	—		—
Stock options								Stock options	—		38

Diluted earnings per share (2)								Diluted earnings per share (2)	$	51,295	37,283	$	1.38

____________________

(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-month~~three and six month periods ended ~~March 31,~~June 30, 2022 and 2021 as their effect was dilutive under the treasury stock method.

~~(3)Includes 0.2 million of performance share units that are no longer contingently issuable.~~

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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 2021 Form ~~10-K.~~10-K and 10-K/A. 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-month~~three and six-month periods ended ~~March 31,~~June 30, 2022, and 2021, 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”). Prior to February 5, 2021, we held assets in the North Park Basin ("NPB" or “North Park") of Colorado, which have been sold in their entirety.

The chart below shows production by product for the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2022 and 2021:

(1)Excludes 67 MBoe of oil production from North Park Basin, which was sold on February 5, 2021.

Total MBoe production for the three-month period ended ~~March 31,~~June 30, 2022 was comprised of approximately ~~13.3%~~12.8% oil, ~~53.9%~~53.8% natural gas and ~~32.8% NGLs~~33.4% NGL compared to ~~17.6%~~13.1% oil, ~~50.7%~~51.5% natural gas and ~~31.7% NGLs~~35.4% NGL in 2021.

Total MBoe production for the six-month period ended June 30, 2022 was comprised of approximately 13.1% oil, 53.8% natural gas and 33.1% NGL compared to 15.3% oil, 51.1% natural gas and 33.6% NGL in 2021.

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Recent Events

•Consistent with our 2022 Development Program, announced on March 9, 2022, we commenced the drilling of three new wells during the quarter ended June 30, 2022.

•On June 20, 2022 the Audit Committee appointed Moss Adams LLP as our independent registered public accounting firm.

Outlook

We will continue to focus on growing the cash value and generation capability of our asset base in a safe, responsible and efficient manner, while exercising prudent capital allocations to projects we believe provide high rates of returns in the current commodity price environment. These projects include (1) a continuation of our well reactivation program, (2) artificial lift conversions to more efficient and cost effective systems ~~as well as~~and (3) focused drilling in high-graded ~~areas, which will aide in partially offsetting the natural decline of our producing asset's.~~areas. Stabilization of forward looking commodity prices, results, costs and other factors will shape our development decisions in 2022 and beyond. We will also remain open, patient and maintain optionality for opportunistic, value-accretive acquisitions and business combinations.

Demand for natural gas has increased in the United States with inventory levels falling below the five-year average, coupled with only modest increases in production. This has resulted in upward pressure on natural gas pricing. The rising consumption of crude oil, oil supply disruptions due to geopolitical events, and the risk of supply outages amid low global inventory levels have caused oil prices to rise. An increase in current and future oil supply is needed to meet forecasted demand in order to ease pressure on oil pricing. Our planned capital expenditure activity in 2022 is expected to add incremental production for ~~2022 to help offset our base production declines.~~2022.

Consolidated Results of Operations

Our consolidated revenues and cash flow are generated from the production and sale of oil, natural gas and ~~NGLs.~~NGL. Our revenues, profitability and future growth depend substantially on prevailing prices received for our production, the quantity of oil, natural gas and ~~NGLs~~NGL we produce, and our ability to find and economically develop and produce our reserves. Prices for oil, natural gas and ~~NGLs~~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 table below:


			Three month periods ended										Three month periods ended
		March 31, 2022	December 31, 2021		September 30, 2021		June 30, 2021					June 30, 2022	March 31, 2022	December 31, 2021		September 30, 2021
NYMEX Oil (per Bbl)	NYMEX Oil (per Bbl)		$	95.02	$	77.34	$	70.59	$	66.18	NYMEX Oil (per Bbl)			$	108.83	$	95.02	$	77.34	$	70.59
NYMEX Natural gas (per MMBtu)	NYMEX Natural gas (per MMBtu)		$	4.67	$	4.76	$	4.32	$	2.98	NYMEX Natural gas (per MMBtu)			$	7.47	$	4.67	$	4.76	$	4.32

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.” As of ~~March 31,~~June 30, 2022, we had no open commodity derivative contracts. However, we had commodity derivative activity during the quarter ended March 31, 2022. 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-month~~three and six-month periods ended ~~March 31,~~June 30, 2022, and 2021 are presented in the table below (in thousands):

Three Months Ended March 31,
2022 2021
Oil $ 19,781 $ 15,548
NGL 17,742 8,856
Natural gas 19,964 9,219
Total revenues (1) $ 57,487 $ 33,623

~~(1)~~Mid-Continent represented $30.4 million, or 90.6% of total consolidated revenues for the three-months ended March 31, 2021. NPB represented $3.2 million, or 9.4% of total consolidated revenues for the three-months ended March 31, 2021.


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Oil	$	22,602	$	14,666	$	42,383	$	30,214
NGL	19,453		10,625		37,195		19,481
Natural gas	27,705		8,905		47,669		18,124

Total revenues (1)	$	69,760	$	34,196	$	127,247	$	67,819

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(1)Mid-Continent represented $64.6 million, or 95.3% of total consolidated revenues for the six-months ended June 30, 2021. NPB represented $3.2 million, or 4.7% of total consolidated revenues for the six-months ended June 30, 2021.

Oil, Natural Gas and NGL Production and Pricing

Our production and pricing information for the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2022, and 2021 is shown in the table below:


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,

			2022			2021			2022		2021		2022		2021

Production data	Production data							Production data
Oil (MBbls)	Oil (MBbls)		214			288		Oil (MBbls)	207		227		421		515
NGL (MBbls)	NGL (MBbls)		526			521		NGL (MBbls)	541		613		1,067		1,134
Natural gas (MMcf)	Natural gas (MMcf)		5,195			4,993		Natural gas (MMcf)	5,231		5,356		10,426		10,349
Total volumes (MBoe)	Total volumes (MBoe)		1,606			1,641		Total volumes (MBoe)	1,620		1,733		3,226		3,374
Average daily total volumes (MBoe/d)	Average daily total volumes (MBoe/d)		17.8			18.2		Average daily total volumes (MBoe/d)	17.8		19.0		17.8		18.6
Average prices—as reported (1)	Average prices—as reported (1)							Average prices—as reported (1)
Oil (per Bbl)	Oil (per Bbl)		$	92.35		$	53.99	Oil (per Bbl)	$	109.06	$	64.73	$	100.57	$	58.70
NGL (per Bbl)	NGL (per Bbl)		$	33.73		$	17.00	NGL (per Bbl)	$	35.96	$	17.33	$	34.86	$	17.18
Natural gas (per Mcf)	Natural gas (per Mcf)		$	3.84		$	1.85	Natural gas (per Mcf)	$	5.30	$	1.66	$	4.57	$	1.75
Total (per Boe)	Total (per Boe)		$	35.80		$	20.49	Total (per Boe)	$	43.07	$	19.74	$	39.45	$	20.10
Average prices—including impact of derivative contract settlements	Average prices—including impact of derivative contract settlements							Average prices—including impact of derivative contract settlements
Oil (per Bbl)	Oil (per Bbl)		$	92.35		$	53.99	Oil (per Bbl)	$	109.06	$	64.73	$	100.57	$	58.70
NGL (per Bbl)	NGL (per Bbl)		$	33.14		$	17.00	NGL (per Bbl)	$	35.96	$	17.33	$	34.57	$	17.18
Natural gas (per Mcf)	Natural gas (per Mcf)		$	3.69		$	1.85	Natural gas (per Mcf)	$	5.30	$	1.66	$	4.50	$	1.75
Total (per Boe)	Total (per Boe)		$	35.12		$	20.49	Total (per Boe)	$	43.07	$	19.74	$	39.11	$	20.10

__________________

(1)Prices represent actual average sales prices for the periods presented and do not include effects of derivative settlement. The average NYMEX prices for the three month period ended ~~March 31,~~June 30, 2022 were ~~$95.02~~$108.83 for Oil and ~~$4.67~~$7.47 for Natural Gas. The average NYMEX prices for the three month period ended ~~March 31,~~June 30, 2021 were ~~$58.09~~$66.18 for Oil and ~~$2.72~~$2.98 for Natural Gas. The average NYMEX prices for the six month period ended June 30, 2022 were $102.01 for Oil and $6.07 for Natural Gas. The average NYMEX prices for the six month period ended June 30, 2021 were $62.20 for Oil and $2.85 for Natural Gas.

The table below presents production by area of operation for the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2022, and 2021:


		Three Months Ended March 31,			Three Months Ended June 30,									Six Months Ended June 30,

			2022	2021				2022					2021			2022			2021
				Production (MBoe)		% of Total			Production (MBoe)	% of Total			Production (MBoe)	% of Total		Production (MBoe)	% of Total		Production (MBoe)	% of Total		Production (MBoe)	% of Total

Mid-Continent	Mid-Continent			1,606		100.0	%		1,574	95.9	%	Mid-Continent	1,620	100.0	%	1,733	100.0	%	3,226	100.0	%	3,307	98.0	%
North Park Basin	North Park Basin			—		—	%		67	4.1	%	North Park Basin	—	—	%	—	—	%	—	—	%	67	2.0	%
Total	Total			1,606		100.0	%		1,641	100.0	%	Total	1,620	100.0	%	1,733	100.0	%	3,226	100.0	%	3,374	100.0	%

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-month~~three and six-month periods ended ~~March 31,~~June 30, 2022, and 2021 are shown in the table below (in thousands):


	~~Three Months Ended March 31, 2022~~
~~2021 oil, natural gas and NGL revenues~~	$	~~33,623~~
~~Change due to production volumes (1)~~	~~(1,253)~~
~~Change due to average prices~~	~~25,117~~
~~2022 oil, natural gas and NGL revenues~~	$	~~57,487~~

~~(1)~~The decrease in production volumes is attributable to 67 MBoe from NPB, sold on February 5, 2021, partially offset by an increase in Mid-Con production volumes for the three months ended March 31, 2022.

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	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022
2021 oil, natural gas and NGL revenues	$	34,196	$	67,819
Change due to production volumes	(4,866)		(5,838)
Change due to average prices	40,430		65,266
2022 oil, natural gas and NGL revenues	$	69,760	$	127,247

Revenues from oil, natural gas and NGL sales increased ~~$23.9~~$35.6 million or ~~71.0%~~104.0% for the three-months ended ~~March 31,~~June 30, 2022 as compared to the three-months ended ~~March 31,~~June 30, 2021. Revenues from oil, natural gas and NGL sales increased $59.4 million or 87.6% for the six-months ended June 30, 2022 as compared to the six-months ended June 30, 2021. Revenue increased primarily due to favorable realized commodity prices offset by a slight decrease in production primarily as a result of the sale of NPB, ~~with~~in addition to natural production declines ~~in the Mid-Con reduced~~partially offset by our well reactivation program. ~~The average prices for oil, natural gas and NGL’s increased primarily as a result of decreased supply of global commodities.~~ See "Item 1A—Risk Factors" included in our 2021 Form 10-K and 10-K/A for additional discussion of the potential impact these events may have on our future revenues.

Operating Expenses

Operating expenses for the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2022, and 2021 consisted of the following (in thousands):


		Three Months Ended March 31,				Three Months Ended June 30,								Six Months Ended June 30,

			2022				2021				2022			2021			2022			2021

Lease operating expenses	Lease operating expenses		$	10,862			$	7,954		Lease operating expenses	$	9,512		$	9,232		$	20,374		$	17,186
Production, ad valorem, and other taxes	Production, ad valorem, and other taxes		4,110				2,176			Production, ad valorem, and other taxes	4,799			2,534			8,909			4,710
Depreciation and depletion—oil and natural gas	Depreciation and depletion—oil and natural gas		2,401				2,505			Depreciation and depletion—oil and natural gas	2,826			2,193			5,227			4,698
Depreciation and amortization—other	Depreciation and amortization—other		1,575				1,494			Depreciation and amortization—other	1,563			1,475			3,138			2,969
Total operating expenses	Total operating expenses		$	18,948			$	14,129		Total operating expenses	$	18,700		$	15,434		$	37,648		$	29,563

Lease operating expenses ($/Boe)	Lease operating expenses ($/Boe)		$	6.76			$	4.85		Lease operating expenses ($/Boe)	$	5.87		$	5.33		$	6.32		$	5.09
Production, ad valorem, and other taxes ($/Boe)	Production, ad valorem, and other taxes ($/Boe)		$	2.56			$	1.33		Production, ad valorem, and other taxes ($/Boe)	$	2.96		$	1.46		$	2.76		$	1.40
Depreciation and depletion—oil and natural gas ($/Boe)	Depreciation and depletion—oil and natural gas ($/Boe)		$	1.50			$	1.53		Depreciation and depletion—oil and natural gas ($/Boe)	$	1.74		$	1.27		$	1.62		$	1.39
Production, ad valorem, and other taxes (% of oil, natural gas, and NGL revenue)	Production, ad valorem, and other taxes (% of oil, natural gas, and NGL revenue)		7.1		%		6.5		%	Production, ad valorem, and other taxes (% of oil, natural gas, and NGL revenue)	6.9		%	7.4		%	7.0		%	6.9		%

Lease operating expenses increased ~~by $2.9~~$0.3 million or ~~$1.92/~~$0.54/Boe for the ~~threemonths~~three-months ended ~~March 31,~~June 30, 2022, as compared to the ~~three months~~three-months ended ~~March 31,~~June 30, 2021. Lease operating expenses increased by $3.2 million or $1.23/Boe for the six-months ended June 30, 2022, as compared to the six-months ended June 30, 2021. The increase iswas primarily due to a higher number of producing wells, higher workover expense due to our well reactivation program and ~~higher service and material costs driven by inflation.~~inflationary pressures.

Production, ad valorem, and other taxes has increased primarily due to higher commodity prices and related revenues as discussed ~~above.~~above for the three-and six-months ended June 30, 2022. Further, it ~~also increased~~decreased as a percentage of oil, natural gas, and NGL revenue for the ~~three months~~three-months ended ~~March 31,~~June 30, 2022 as compared to the same period in 2021, primarily due to ~~increases in production~~reduced ad valorem taxes ~~and~~as a result of the sale of NPB. Further, production tax as a percentage of oil, natural gas, and NGL revenue for the six-months ended June 30, 2022 as compared to the same period in 2021, remained flat.

The average depreciation and depletion rate for our oil and natural gas properties for the ~~three months~~three-months ended ~~March 31,~~June 30, 2022 ~~decreased~~increased by ~~$0.03/~~$0.47/Boe from the three months ended ~~March 31,~~June 30, 2021. The ~~decrease is~~average depreciation and depletion rate for our oil and natural gas properties for the six-months ended June 30, 2022 increased by $0.23/Boe from the six-months ended June 30, 2021. The increases are primarily due to ~~an increase in estimated proved reserves.~~higher capitalized costs due to our well reactivation, drilling and other capital expenditure activities.

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Impairment

~~We did not record a~~A ceiling limitation calculation is performed at the end of each quarter. If the full cost pool balance exceeds the ceiling limitation, an impairment ~~during~~of the ~~three months ended March 31, 2022 or March 31, 2021.~~

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 ~~March 31,~~June 30, 2022 were ~~$75.24~~$85.78 per barrel of oil and ~~$4.09~~$5.13 per Mcf 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 and six-month periods ended June 30, 2022 or 2021. 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 June 30, 2022 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 ten months ended ~~April 30,~~July 1, 2022, as well as two month of NYMEX strip pricing for ~~May~~August and ~~June~~September of 2022 as of ~~April 25,~~July 28, 2022, we anticipate the SEC prices utilized in the ~~June~~September 30, 2022 full cost ceiling test may be ~~$83.80~~$92.59 per barrel of oil and ~~$4.98~~$6.09 per Mcf of natural gas, (the "estimated ~~second~~third quarter prices"). Applying these estimated second quarter prices, and holding all other inputs constant to those used in the calculation of our ~~March 31,~~June 30, 2022 ceiling test, we expect that no full cost ceiling limitation impairment is indicated for the ~~second~~third quarter of 2022.

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 ~~additional~~ declines in the actual trailing twelve-month SEC

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prices, lower NGL pricing, changes in estimated future development costs and operating expenses, and other adjustments to our levels of proved reserves. ~~Any such ceiling test impairments in 2022 could be material to our net earnings.~~

~~Full cost pool ceiling limitation impairments have no impact to our cash flow or liquidity.~~

Other Operating Expenses

Other operating expenses for the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2022, and 2021 consisted of the following (in thousands):


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,

			2022			2021			2022		2021		2022		2021
General and administrative	General and administrative		$	2,530		$	2,090	General and administrative	$	2,171	$	2,522	$	4,701	$	4,612
Restructuring expenses	Restructuring expenses		209			2,054		Restructuring expenses	433		256		642		2,310
Employee termination benefits	Employee termination benefits		—			49		Employee termination benefits	—		—		—		49
(Gain) loss on derivative contracts			1,064			—
(Gain) loss on sale of assets			—			(19,713)
Other operating (income) expense			(64)			(48)
Loss on derivative contracts								Loss on derivative contracts	—		—		1,064		—
Gain on sale of assets								Gain on sale of assets	—		—		—		(19,713)
Other operating income								Other operating income	(51)		(65)		(115)		(113)
Total non-operating expenses	Total non-operating expenses		$	3,739		$	(15,568)	Total non-operating expenses	$	2,553	$	2,713	$	6,292	$	(12,855)

General and administrative expenses ~~increased~~decreased by $0.4 million for the three-months ended ~~March 31,~~June 30, 2022, compared to the same period in 2021. The ~~increase~~decrease primarily relates to a ~~$0.4 million legal retainer refund that was recorded as a credit, reducing general~~decreases in professional fees and employee compensation. General and administrative ~~expense~~expenses were flat for the six-months ended June 30, 2022, compared to the same period in ~~the first quarter of~~ 2021.

Restructuring expenses represent fees and costs associated with the 2016 bankruptcy and exit from NPB in Colorado. Restructuring expenses increased by $0.2 million and decreased by ~~$1.8~~$1.7 million for the ~~three-months~~three and six-month periods ended ~~March 31,~~June 30, 2022, compared to the same period in 2021. ~~The~~For the six-month period ended June 30, 2022 the decrease primarily relates to payments of $1.3 million, made during the first half of 2021, to settle general unsecured claims related to our 2016 ~~bankruptcy during the quarter ended March 31, 2021.~~bankruptcy.

Employee termination benefits for the three-month period ended March 31, 2021 included cash and share-based severance costs incurred for the sale of NPB and other employee terminations in the relevant periods.

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The following table summarizes derivative activity for the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2022, and 2021 (in thousands):
Three Months Ended March 31,
2022 2021
(Gain) loss on commodity derivative contracts $ 1,064 $ —
Cash received (paid) on settlements $ (1,085) $ —


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Loss on commodity derivative contracts	$	—	$	—	$	1,064	$	—
Cash paid on settlements	$	—	$	—	$	(1,085)	$	—

As applicable, 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, ~~and~~ 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, ~~and~~ 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.

(Gain) loss on sale of assets decreased by $19.7 million for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2022, compared to the same period in 2021. The decrease relates to the gain from sale of NPB in February 2021.

See ~~Tabl~~“eAcquisitions and Divestitures ” to the accompanying unaudited condensed consolidated financial statements included in this Quarterly Report for additional information regarding the sale of ~~Contents~~NPB.

Other Income (Expense)

Our other income (expense) for the ~~three-month~~three and six-month periods ended ~~March 31,~~June 30, 2022, and 2021 are presented in the table below (in thousands):


		Three Months Ended March 31,			Three Months Ended June 30,						Six Months Ended June 30,
			2022			2021			2022		2021		2022		2021
Other income (expense)	Other income (expense)							Other income (expense)
Interest expense, net	Interest expense, net		$	(152)		$	(47)	Interest expense, net	$	(27)	$	(84)	$	(179)	$	(131)

Other income (expense), net			76			28
Other income, net								Other income, net	12		287		88		315
Total other income (expense)	Total other income (expense)		$	(76)		$	(19)	Total other income (expense)	$	(15)	$	203	$	(91)	$	184

Interest expense incurred during the three-month period ended ~~March 31,~~June 30, 2022 is primarily comprised of interest related to letters of credit. Interest expense incurred during the six-month period ended June 30, 2022 is primarily comprised of interest paid on royalty obligations of $0.1 million. Interest expense incurred during the ~~three-month period~~three and six-month periods ended ~~March 31,~~June 30, 2021 is primarily comprised of interest paid on the prior 2020 Credit Facility as discussed in our 2021 ~~10-K.~~10-K and 10-K/A.

The Other income (expense), net line item for the ~~three-month period~~three and six-month periods ended ~~March 31,~~June 30, 2022, and 2021 primarily relates to a gain on the sale of fleet vehicles.

Liquidity and Capital Resources

As of ~~March 31,~~June 30, 2022, our cash and cash equivalents, including restricted cash was ~~$165.8~~$205.2 million. For the next twelve months, we expect to have ample liquidity with cash on hand and cash from operations. The Company has no outstanding term or revolving debt obligations.

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.

Our working capital increased to ~~$130.4~~$166.1 million at ~~March 31,~~June 30, 2022, compared to $97.7 million at December 31, 2021. The positive impact on working capital resulted primarily from an increase in cash and cash equivalents at ~~March 31,~~June 30, 2022 as a result of cash flows from ~~operations.~~operations, partially offset by increased accrued liabilities due to our increased capital expenditure activity in 2022.

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Cash Flows

Our cash flows from operations are substantially dependent on current and future prices for oil, ~~and~~ 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 ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2022, and 2021 are presented in the following table and discussed below (in thousands):
Three Months Ended March 31,
2022 2021
Cash flows provided by (used in ) operating activities $ 32,193 $ 14,331
Cash flows provided by (used in) investing activities (5,619) 34,085
Cash flows provided by (used in) financing activities (320) (167)
Net increase (decrease) in cash and cash equivalents $ 26,254 $ 48,249


	Six Months Ended June 30,
	2022		2021
Cash flows provided by operating activities	$	79,156	$	33,231
Cash flows provided by (used in) investing activities	(13,133)		29,907
Cash flows used in financing activities	(362)		(795)
Net increase in cash and cash equivalents and restricted cash	$	65,661	$	62,343

Cash Flows from Operating Activities

The ~~$17.9~~$45.9 million increase in cash flow from operations for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2022 compared to the same period in 2021, is primarily due to higher revenues as a result of improved commodity prices as discussed above ~~and consistent production as a result of the well reactivation program, partially~~ offset by a slight decrease in production. The changes in operating assets and liabilities do not include changes in accounts payable or accrued expenses attributable to capital expenditures noted in the ~~sale of NPB.~~capital expenditure table below.

~~Table of Contents~~

Cash Flows from Investing Activities

Our cash flows provided from investing activities during the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2022 reflects capital expenditures of ~~$5.6~~$12.0 million primarily related to capital expenditures made for drilling, capital workovers, well reactivations, inventory purchases ~~of inventory in preparation of the drilling program~~ and ~~workovers related to the well reactivation program.~~an acreage acquisition for $1.4 million. The increase was partially offset by $0.3 million of proceeds from the sale ~~assets~~ of ~~$0.1 million.~~assets.

During the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2021, cash flows from investing activities primarily reflects ~~$37.2~~$37.9 million of net cash proceeds from the sale of ~~NPB~~ assets offset by capital expenditures of ~~$3.1~~$4.4 million. See "Note 5—Acquisitions and Divestitures" to the accompanying unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report for additional information.

Capital expenditures for the ~~three-month~~six-month periods ended ~~March 31,~~June 30, 2022, and 2021 are summarized below (in thousands):


		Three Months Ended March 31,					Six Months Ended June 30,
		2022		2021			2022		2021
Capital Expenditures	Capital Expenditures					Capital Expenditures
Drilling, completion and capital workovers (1)	Drilling, completion and capital workovers (1)	$	5,691	$	2,037	Drilling, completion and capital workovers (1)	$	21,159	$	3,242
Leasehold and geophysical	Leasehold and geophysical	287		111		Leasehold and geophysical	629		283

Capital expenditures, excluding acquisitions (on an accrual basis)	Capital expenditures, excluding acquisitions (on an accrual basis)	5,978		2,148		Capital expenditures, excluding acquisitions (on an accrual basis)	21,788		3,525
Acquisitions	Acquisitions	—		59		Acquisitions	1,431		3,604
Capital expenditures, including acquisitions	Capital expenditures, including acquisitions	5,978		2,207		Capital expenditures, including acquisitions	23,219		7,129
Change in capital accruals		(349)		946
Changes in accounts payable and accrued expenses						Changes in accounts payable and accrued expenses	(9,829)		864
Total cash paid for capital expenditures	Total cash paid for capital expenditures	$	5,629	$	3,153	Total cash paid for capital expenditures	$	13,390	$	7,993

(1)The Company capitalized ~~$3.9~~$4.5 million in inventory ~~primarily associated with the planned~~purchases, net of inventory utilized during 2022 on drilling, ~~program.~~completion, capital workover and well reactivation activities.

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Cash Flows from Financing Activities

Cash used in financing activities for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2022 consisted primarily of $0.2 million of cash ~~paid for~~used to pay employee tax obligations, onfor vested stock awards ~~of $0.2 million~~that were settled by net exercise, and finance lease payments of ~~$0.1~~$0.2 million offset by immaterial proceeds from the exercise of stock options. Cash used in financing activities for the ~~three-month~~six-month period ended ~~March 31,~~June 30, 2021 consisted primarily of finance lease payments ~~debt issuance costs~~ and cash ~~paid for~~used to pay employee tax obligations for vested stock awards that were settled by net exercise. 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 ~~vested awards.~~behalf of the employee for their payroll tax obligations resulting from the vesting of their stock award.

Indebtedness

Credit Facility

On September 2, 2021, we repaid our $20.0 million term loan in full and terminated all commitments and obligations under the 2020 Credit Facility, between us, as Borrower, IEP Energy Holding LLC, as Lender, and Icahn Agency Services LLC, as Administrative Agent. ~~The 2020 Credit Facility consisted of a $10 million revolving loan facility and a $20 million term loan facility.~~ Our payment to the Lender under the Credit Agreement satisfied all of our term debt and revolving debt obligations. We did not incur any early termination penalties as a result of the repayment of indebtedness or termination of the Credit Agreement. See item 7 “Liquidity and Capital Resources” in the Company’s 2021 Form ~~10-K.~~10-K and 10-K/A.

Contractual Obligations and Off-Balance Sheet Arrangements

At ~~March 31,~~June 30, 2022, 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 2021 ~~Form 10-K.~~Form10-K and 10-K/A.

~~Table of Contents~~

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 2021 Form 10-K and 10-K/A. 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 ~~three~~six months of 2022.

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ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

General

This discussion provides information about the financial instruments we have historically used to manage commodity prices. All contracts were settled in cash and did not require the actual delivery of a commodity at settlement. Additionally, our exposure to credit risk and interest rate risk is also discussed.

Commodity Price Risk. Our most significant market risk relates to the prices we receive for our oil, natural gas and ~~NGLs.~~NGL. Due to the historical price volatility of these commodities, from time to time we have historically entered into commodity derivative contracts for a portion of our anticipated production volumes for the purpose of reducing the variability of the oil, ~~and~~ natural gas and NGL prices we receive.

We have used, and may use, a variety of commodity-based derivative contracts, including fixed price swaps, basis swaps and collars. At ~~March 31,~~June 30, 2022, we had no open commodity derivative contracts or obligations to enter into commodity derivative contracts.

Because we historically have not designated 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 when applicable, current period earnings could have been significantly affected by changes in the fair value of our commodity derivative contracts. Changes in fair value were principally measured based on a comparison of future prices to the contract price at the end of the period.


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Loss on commodity derivative contracts	$	—	$	—	$	1,064	$	—
Cash paid on settlements	$	—	$	—	$	(1,085)	$	—

See “Note 3 - Derivatives” to the accompanying unaudited condensed consolidated financial statements included in this Quarterly Report for additional information regarding our commodity derivatives.

Credit Risk. As applicable, we were exposed to credit risk related to the counterparty to our derivative financial contracts. All of our derivative transactions have been carried out in the over-the-counter market. The use of derivative transactions in over-the-counter markets involves the risk that the counterparty may be unable to meet the financial terms of the transactions. The counterparty for all of our derivative transactions has had an “investment grade” credit rating. We have historically monitored the credit ratings of our derivative counterparties and considered our counterparties’ credit default risk ratings in determining the fair value of our derivative contracts.

We did not require collateral or other security from counterparties to support derivative instruments. We historically had master netting agreements with each of our derivative contract counterparties, which allowed us to net our derivative assets and liabilities by commodity type with the same counterparty. As a result of the netting provisions, our maximum amount of loss under derivative transactions due to credit risk was limited to the net amounts due from the counterparties under the commodity derivative contracts. Therefore, we were not required to post additional collateral under our commodity derivative contracts.

We are also exposed to credit risk related to the collection of receivables from our joint interest partners for their proportionate share of expenditures on wells and properties we operate. Historically, our credit losses on joint interest receivables have been immaterial.

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ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Company’s CEO and CFO, the Company performed an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15 as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2022, to provide reasonable assurance that the information required to be disclosed by the Company in its reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and such information is accumulated and communicated to management, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the quarter ended ~~March 31,~~June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. Other Information

ITEM 1. Legal Proceedings

See "Note 7—Commitments and Contingencies” to the accompanying condensed consolidated financial statements in Item 1 of this Quarterly Report.

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ITEM 1A. Risk Factors

There have been no material changes to the risk factors previously discussed in Item 1A—Risk Factors in the Company's 2021 Form ~~10-K.~~10-K and 10-K/A.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~The following table presents~~Our current equity-based compensation plans include provisions that allow for the “net exercise” of share-settled awards by all plan participants. In a ~~summary~~net exercise, any required payroll taxes, federal withholding taxes and exercise price of ~~share repurchases made~~the shares due from the share-based award holders are settled by having the ~~Company during~~holder tender back to us a number of shares at fair value equal to the ~~three-month period ended March 31, 2022.~~
Period Total Number of Shares Purchased(1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
(in Millions)
January 1, 2022 - January 31, 2022 — $ — N/A N/A
February 1, 2022 - February 28, 2022 7,494 $ 13.04 N/A N/A
March 1, 2022 - March 31, 2022 10,150 $ 13.51 N/A N/A
Total 17,644 —

~~___________________~~

~~(1) Includes shares~~amounts due. Net exercises are treated as purchases and retirements of common stock tendered by employees in order to satisfy tax withholding requirements upon vesting of their stock awards. Shares withheld are initially recorded as treasury shares, then immediately retired.shares.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

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ITEM 6. Exhibits

Incorporated by Reference

Exhibit

No.

Exhibit Description

Form

SEC

File No.

Exhibit

Filing Date

Filed

Herewith

2.1

Amended Joint Chapter 11 Plan of Reorganization of SandRidge Energy, Inc., et al., dated September 19, 2016

8-A

001-33784

2.1

10/4/2016

3.1

Amended and Restated Certificate of Incorporation of SandRidge Energy, Inc.

8-A

001-33784

3.1

10/4/2016

3.2

Amended and Restated Bylaws of SandRidge Energy, Inc.

8-A

001-33784

3.2

10/4/2016

31.1

Section 302 Certification—Chief Executive Officer

31.2

Section 302 Certification—Chief Financial Officer

32.1

Section 906 Certifications of Chief Executive Officer and Chief Financial Officer

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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.

Date: ~~May 5,~~August 4, 2022	By:	/s/ Salah Gamoudi
		Salah Gamoudi Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer)


PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited):
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Income Statements	5
	Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	24
ITEM 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	26
ITEM 1A.	Risk Factors	27
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
ITEM 3.	Defaults Upon Senior Securities	27
ITEM 4.	Mine Safety Disclosures	27
ITEM 5.	Other Information	27
ITEM 6.	Exhibits	28
Signature


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in Millions)
January 1, 2022 - January 31, 2022	—	$	—	N/A	N/A
February 1, 2022 - February 28, 2022	7,494	$	13.04	N/A	N/A
March 1, 2022 - March 31, 2022	10,150	$	13.51	N/A	N/A
Total	17,644			—