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Commitments and Contingencies | 9 Months Ended
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Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract] |
Commitments and Contingencies | Commitments and Contingencies Chapter 11 Proceedings Commencement of the Chapter 11 Cases automatically stayed many of the proceedings and actions against the Company noted below, including actions to collect pre-petition indebtedness or to exercise control over the property of the Company’s bankruptcy estates. The Plan in the Chapter 11 Cases, which became effective on October 4, 2016, discharged claims, including claims related to litigation proceedings against the Company that arose before such date. The Plan generally treats such claims as general unsecured claims that will receive only partial distribution once their amounts, if any, are finally determined by the Bankruptcy Court or otherwise. The effectiveness of the Plan gave rise to an injunction against the continuation of claims against the Company that were discharged under the Plan, including many of the proceedings and actions against the Company noted below. The effectiveness of the Plan also resulted in the release of certain claims, including many of the derivative claims listed below, held by the Company against various parties to the restructuring and related parties, including certain of the Company’s current and former officers and former directors. See Note 1 for further discussion about the Company’s Bankruptcy Petitions and the Chapter 11 Cases. In connection with the estimation of general unsecured claims asserted in its bankruptcy, the Company established reserves for litigation matters in amounts that it estimates will be characterized as “allowed” in the claims administration process. Such amounts include potential settlements that the Company would not entertain outside of the bankruptcy process. In that regard, the Company recorded an adjustment to the reserve for the below described proceedings and actions of $20.5 million, which is included in reorganization items in the accompanying unaudited condensed consolidated statement of operations for the nine-month period ended September 30, 2016, to bring the total reserves for current anticipated allowed claim amounts for litigation matters and actions to $24.5 million, which is included in liabilities subject to compromise on the accompanying unaudited condensed consolidated balance sheet as of September 30, 2016. To the extent that allowed claims are properly characterized as pre-petition general unsecured claims, such claims would be limited to a portion of the amount of consideration set aside for such claims under the Plan, which consists of cash, shares of the Company’s common stock and warrants (the “GUC Pool”). Additionally, effective June 6, 2016, the Bankruptcy Court issued orders allowing the Company to reject nine long-term executory contracts, including two firm transportation service agreements, a drilling carry obligation and various other agreements. Accordingly, the Company recorded adjustments for the rejected contracts of approximately $3.6 million and $21.8 million, which are included in reorganization items in the accompanying unaudited condensed consolidated statements of operations for the three and nine-month periods ended September 30, 2016, respectively, to bring the total estimated liability for the current anticipated claim amounts related to such contracts to $31.1 million, which is included in liabilities subject to compromise on the accompanying unaudited condensed consolidated balance sheet as of September 30, 2016. See Note 1 for further discussion of reorganization items and liabilities subject to compromise. Legal Proceedings General Unsecured Litigation Claims The following litigation matters are believed to be general unsecured claims that arose prior to the commencement of the Chapter 11 Cases and are subject to an ongoing claims administration process. As described under “Chapter 11 Proceedings,” to the extent that any of these claims are allowed by the Bankruptcy Court, recovery for such claims is limited under the Plan to its proportional share of the cash, shares of the Company’s common stock, and warrants that have been set aside to comprise the GUC Pool. On April 5, 2011, Wesley West Minerals, Ltd. and Longfellow Ranch Partners, LP, filed a lawsuit against the Company and SandRidge Exploration and Production, LLC (collectively, the “SandRidge Entities”) in the District Court of Pecos County, Texas. The plaintiffs, who leased mineral rights to the SandRidge Entities in Pecos County, allege that the SandRidge Entities have not properly paid royalties on all volumes of natural gas and CO 2 produced from the acreage leased from the plaintiffs. The plaintiffs also allege that the SandRidge Entities have inappropriately failed to pay royalties on CO 2 produced from the plaintiffs' acreage that results from the treatment of natural gas at Occidental’s CO 2 treatment plant in Pecos County, Texas the (“Century Plant”). The plaintiffs seek approximately $45.5 million in actual damages for the period of time between January 2004 and December 2011, punitive damages and a declaration that the SandRidge Entities must pay royalties on CO 2 produced from the plaintiffs' acreage that results from treatment of natural gas at the Century Plant. The Commissioner of the General Land Office of the State of Texas (“GLO”) is named as an additional defendant in the lawsuit as some of the affected oil and natural gas leases described in the plaintiffs' allegations cover mineral classified lands in which the GLO is entitled to one-half of the royalties attributable to such leases. The GLO has filed a cross-claim against the SandRidge Entities asserting the same claims as the plaintiffs with respect to the leases covering mineral classified lands and seeking approximately $13.0 million in actual damages, inclusive of penalties and interest. On February 5, 2013, the Company received a favorable summary judgment ruling that effectively removed a majority of the plaintiffs' and GLO's claims. The plaintiffs and the GLO appealed the ruling to the Texas Court of Appeals which affirmed in part, and reversed in part, the trial court’s ruling. The parties have petitioned the Supreme Court of Texas for review of the Court of Appeals’ decision. The plaintiffs’ and GLO’s claims are subject to an ongoing claims administration process in the Bankruptcy Court. The claims may be disallowed and receive no recovery under the Plan or, if subsequently allowed by a final and nonappealable order of the Bankruptcy Court, may receive only the partial recovery from the GUC Pool to which general unsecured claims are entitled under the Plan. On July 15, 2013, James Hart and 15 other named plaintiffs filed an amended complaint in the United States District Court for the District of Kansas (the “Kansas District Court”) in an action undertaken individually and on behalf of others similarly situated against the Company and certain subsidiaries. Plaintiffs allege that the defendants failed to properly calculate overtime pay for the plaintiffs and for other similarly situated current and former employees. The plaintiffs further allege that the defendants required the plaintiffs and other similarly situated current and former employees to engage in work-related activities without pay. On May 27, 2015, the parties reached an agreement in principle to settle this lawsuit. Pursuant to such agreement, the Company agreed to establish a settlement fund from which to pay participating plaintiffs’ claims as well as plaintiffs’ attorneys’ fees. During 2015, the Company established a $5.1 million reserve for this lawsuit. At the time of the commencement of the Chapter 11 Cases, the court had not granted final approval of the proposed settlement. The plaintiffs’ claims are subject to an ongoing claims administration process in the Bankruptcy Court. The claims may be disallowed and receive no recovery under the Plan or, if subsequently allowed by a final and nonappealable order of the Bankruptcy Court, may receive only the partial recovery from the GUC Pool to which general unsecured claims are entitled under the Plan. On November 18, 2015, Mickey Peck filed a collective action complaint in the United States District Court for the Western District of Oklahoma against the Company and SandRidge Operating Company for violations of the Fair Labor Standards Act. Plaintiff alleges that the Company improperly classified certain of its consultants as independent contractors rather than as employees and, therefore, improperly paid such consultants a day rate without paying any overtime compensation. On January 14, 2016, the court entered an order conditionally certifying the class and providing for notice. The plaintiffs’ claims are subject to an ongoing claims administration process in the Bankruptcy Court. The claims may be disallowed and receive no recovery under the Plan or, if subsequently allowed by a final and nonappealable order of the Bankruptcy Court, may receive only the partial recovery from the GUC Pool to which general unsecured claims are entitled under the Plan. On April 11, 2016, Public Justice, on behalf of the Sierra Club, filed a lawsuit against SandRidge Exploration and Production, LLC, among other defendants, in the United States District Court for the Western District of Oklahoma. Plaintiff seeks declaratory and injunctive relief under the citizen suit provision of the Resource Conservation and Recovery Act (“RCRA”) to enforce alleged violations of RCRA relating to earthquakes allegedly induced by the defendants’ injection and disposal into the ground of oil and gas production wastes. Plaintiff seeks an order preliminarily and permanently enjoining the defendants by ordering them to (i) substantially reduce the amounts of production wastes being injected into the ground, (ii) reinforce vulnerable structures that current forecasts show could be impacted by large magnitude earthquakes, and (iii) establish an independent earthquake monitoring center. The plaintiff’s claims are subject to an ongoing claims administration process in the Bankruptcy Court. The claims may be disallowed and receive no recovery under the Plan or, if subsequently allowed by a final and nonappealable order of the Bankruptcy Court, may receive only the partial recovery from the GUC Pool to which general unsecured claims are entitled under the Plan. On March 3, 2016, Brian Thieme filed a class action complaint in the United States District Court for the Western District of Oklahoma against the Company and the Company’s former CEO, Tom L. Ward, among other defendants. Plaintiff alleges that, commencing on or around December 27, 2007, and continuing until at least March 31, 2012, the defendants conspired to rig bids and depress the market for the purchases of oil and natural gas leasehold interests and properties containing producing oil and natural gas wells located in certain areas of Oklahoma, Texas, Colorado and Kansas, in violation of Sections 1 and 3 of the Sherman Antitrust Act. On April 15, 2016, the court consolidated the Thieme lawsuit under the caption “In re Anadarko Basin Oil and Gas Lease Antitrust Litigation” with eleven additional subsequently filed lawsuits alleging similar violations under the Sherman Antitrust Act and the Oklahoma Antitrust Reform Act. The plaintiffs’ claims are subject to an ongoing claims administration process in the Bankruptcy Court. The claims may be disallowed and receive no recovery under the Plan or, if subsequently allowed by a final and nonappealable order of the Bankruptcy Court, may receive only the partial recovery from the GUC Pool to which general unsecured claims are entitled under the Plan. On February 4, 2015, the staff of the Securities and Exchange Commission (the “SEC”) Enforcement Division in Washington, D.C., notified the Company that it had commenced an informal inquiry concerning the Company’s accounting for, and disclosure of, its carbon dioxide delivery shortfall penalties under the terms of the Gas Treating and CO 2 Delivery Agreement, dated June 29, 2008, between SandRidge Exploration and Production, LLC, and Oxy USA Inc. Additionally, the Company received a letter from an attorney for a former employee at the Company (the “Former Employee”). In the letter, the attorney alleged, among other things, that the Former Employee had been terminated because he had objected to the levels of oil and gas reserves disclosed by the Company in its public filings. Over 85% of such reserves were calculated by an independent petroleum engineering firm. The Audit Committee of the Company’s pre-emergence Board of Directors has retained an independent law firm to review the Former Employee’s allegations and the circumstances of the Former Employee’s termination. In addition, the Company reported the Former Employee’s allegations to the SEC staff, which thereafter issued two subpoenas to the Company relating to the Former Employee’s allegations. Counsel for the Audit Committee is responding to both of these subpoenas. During the course of the above inquiries, the SEC issued a subpoena to the Company seeking documents relating to employment-related agreements between the Company and certain employees. The Company is cooperating with this inquiry and, after discussion with the staff, the Company sent corrective letters to certain current and former employees who had entered into agreements containing language that may have been inconsistent with SEC rules prohibiting a company from impeding an individual from communicating directly with the SEC about possible securities law violations. The Company also updated its Code of Conduct and other relevant policies. On June 16, 2016, the SEC filed a proof of claim in the Company’s Chapter 11 Cases in the amount of $1.2 million as a result of the SEC staff’s inquiry concerning employment-related agreements. The Company continues to cooperate with the above inquiries and counsel for the Company is in discussions with the SEC in an effort to resolve the Company’s liability regarding these inquiries. The Company has established a $1.4 million reserve for this matter. Any claims that are ultimately paid would receive only the partial recovery from the GUC Pool to which general unsecured claims are entitled under the Plan. Claims Released or Discharged Under the Plan Upon effectiveness of the Plan and pursuant to the terms of the Plan, the following claims were either released or discharged without recovery. Between December 2012 and March 2013, seven shareholder derivative actions were filed in federal and state court in Oklahoma on behalf of the Company and against the Company’s former directors, among other defendants. All seven lawsuits assert generally that the defendants breached their fiduciary duties, mismanaged the Company, wasted corporate assets, and engaged in, facilitated or approved self-dealing transactions in breach of their fiduciary obligations. On April 10, 2013, the United States District Court for the Western District of Oklahoma consolidated the five federal derivative actions (the “Federal Shareholder Derivative Litigation”) under the caption “In re SandRidge Energy, Inc. Shareholder Derivative Litigation.” On October 7, 2015, the derivative plaintiffs in the Federal Shareholder Derivative Litigation, a Special Litigation Committee of the pre-emergence Board (“SLC”) who investigated the plaintiffs’ claims, and the individual defendants executed a Stipulation of Settlement which resulted in a partial settlement of all claims against the individual defendants. Under the terms of the settlement, the insurers for the individual defendants paid $38.0 million to an escrow fund to be used to pay expenses arising from pending securities litigation and, to the extent funds remain after paying such expenses, such remaining funds would be paid to the Company without any further restrictions on the Company’s use of such funds. On March 31, 2016, the derivative plaintiffs in the Federal Shareholder Derivative Litigation, the SLC, and the remaining defendants, WCT Resources, L.L.C., 192 Investments, L.L.C., and TLW Land & Cattle, L.P., executed a Stipulation of Settlement, to resolve the remaining claims in the Federal Shareholder Derivative Litigation. At the time of the commencement of the Chapter 11 Cases, the court had not granted final approval of the proposed settlement. Upon the effectiveness of the Plan, the derivative claims held by the Company against the Company’s former directors arising before the effective date of the Plan were released. On December 5, 2012, James Glitz and Rodger A. Thornberry filed a class action complaint in the United States District Court for the Western District of Oklahoma asserting federal securities law claims against the Company and certain current and former officers of the Company. On January 4, 2013, Louis Carbone filed a substantially similar class action complaint in the same court and against the same defendants. On March 6, 2013, the court consolidated these two actions under the caption “In re SandRidge Energy, Inc. Securities Litigation.” On July 30, 2013, plaintiffs filed a consolidated amended complaint asserting federal securities law claims against the Company, certain of its current and former officers, and the Company’s former directors, among other defendants, on behalf of certain purchasers of the Company’s common stock and certain purchasers of common units of the Mississippian Trust I and the Mississippian Trust II (together with the Mississippian Trust I, the “Mississippian Trusts”). On May 11, 2015, the court dismissed without prejudice plaintiffs’ claims against the Mississippian Trusts and the underwriter defendants. On August 27, 2015, the court dismissed without prejudice plaintiffs’ claims against the Company and the individual defendants. The plaintiffs subsequently filed a second consolidated amended complaint naming as defendants the Company and certain of its current and former officers. Upon the effectiveness of the Plan, the plaintiffs’ claims against the Company were discharged without recovery under the Plan. On June 9, 2015, the Duane & Virginia Lanier Trust filed a class action complaint in the United States District Court for the Western District of Oklahoma against the Company, certain of its current and former officers, and the Company’s former directors, among other defendants, on behalf of certain purchasers of common units of the Mississippian Trust I and Mississippian Trust II. Each of the Mississippian Trusts has requested that the Company indemnify it for any losses it may incur in connection with this lawsuit. Upon the effectiveness of the Plan, the plaintiff’s claims against the Company were discharged without recovery under the Plan. On July 30, 2015, Barton Gernandt, Jr., filed a class action complaint in the United States District Court for the Western District of Oklahoma against the Company, certain of its current and former officers, and the Company’s former directors, among other defendants, on behalf of participants in, or beneficiaries of, the SandRidge Energy, Inc. 401(k) Plan (the “401(k) Plan”) at any time between August 2, 2012, and the present, and whose 401(k) Plan accounts included investments in the Company’s common stock. The plaintiff’s claims are based on allegations that the defendants breached their fiduciary duties owed to the 401(k) Plan and to the 401(k) Plan participants by allowing the investment of the 401(k) Plan’s assets in the Company’s common stock. On September 10, 2015, the court consolidated the Gernandt lawsuit with two additional subsequently filed lawsuits alleging similar ERISA violations, and the plaintiffs subsequently filed a consolidated class action complaint. Upon the effectiveness of the Plan, the plaintiffs’ claims against the Company were discharged without recovery under the Plan. Post-Emergence Claims On October 14, 2016, Lisa West and Stormy Hopson filed a class action complaint in the United States District Court for the Western District of Oklahoma against SandRidge Exploration and Production, LLC, among other defendants. In their complaint, plaintiffs assert various tort claims seeking relief for damages allegedly incurred by the plaintiffs and the proposed class for injury to property and for the purchase of insurance policies allegedly needed by the plaintiffs and the proposed class for seismic activity allegedly caused by the defendants’ operation of wastewater disposal wells. In addition to the litigation and other matters described above, the Company is a defendant in lawsuits from time to time in the normal course of business. Risks and Uncertainties The Company’s revenue, profitability and future growth are substantially dependent upon the prevailing and future prices for oil and natural gas, which depend on numerous factors beyond the Company’s control such as overall oil and natural gas production and inventories in relevant markets, economic conditions, the global political environment, regulatory developments and competition from other energy sources. Oil and natural gas prices historically have been volatile, and may be subject to significant fluctuations in the future. The Company enters into commodity derivative arrangements in order to mitigate a portion of the effect of this price volatility on the Company’s cash flows. See Note 7 for the Company’s open oil and natural gas derivative contracts. The Company historically has depended on cash flows from operating activities and, as necessary, borrowings under its senior credit facility to fund its capital expenditures. Based on its cash balances, cash flows from operating activities and net borrowing availability under the New First Lien Exit Facility, the Company expects to be able to fund its planned capital expenditures budget, debt service requirements and working capital needs for 2016; however, if depressed oil or natural gas prices persist for a prolonged period or further decline, they would have a material adverse effect on the Company’s financial position, results of operations, cash flows and quantities of oil, natural gas and NGL reserves that may be economically produced.

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