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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended June 30, 2015

OR

o

 

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

Commission file number: 1-35372

Sanchez Energy Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  45-3090102
(I.R.S. Employer
Identification No.)

1000 Main Street, Suite 3000
Houston, Texas
(Address of principal executive offices)

 

77002
(Zip Code)

(713) 783-8000
(Registrant's telephone number, including area code)

        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 ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

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

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

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

        Number of shares of registrant's common stock, par value $0.01 per share, outstanding as of August 7, 2015: 61,886,406.


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in this Quarterly Report on Form 10-Q that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements are based on certain assumptions we made based on management's experience, perception of historical trends and technical analyses, current conditions, anticipated future developments and other factors believed to be appropriate and reasonable by management. When used in this Quarterly Report on Form 10-Q, words such as "will," "potential," "believe," "estimate," "intend," "expect," "may," "should," "anticipate," "could," "plan," "predict," "project," "profile," "model," "strategy," "future" or their negatives or the statements that include these words or other words that convey the uncertainty of future events or outcomes, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In particular, statements, express or implied, concerning our future operating results and returns or our ability to replace or increase reserves, increase production, or generate income or cash flows are forward-looking statements. Forward-looking statements are not guarantees of performance. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. Although we believe that the expectations reflected in our forward-looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. Important factors that could cause our actual results to differ materially from the expectations reflected in the forward-looking statements include, among others:

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        In light of these risks, uncertainties and assumptions, the events anticipated by our forward-looking statements may not occur, and, if any of such events do, we may not have correctly anticipated the timing of their occurrence or the extent of their impact on our actual results. Accordingly, you should not place any undue reliance on any of our forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

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Sanchez Energy Corporation
Form 10-Q
For the Quarterly Period Ended June 30, 2015

Table of Contents

 

PART I

   

Item 1.

 

Unaudited Financial Statements

  5  

 

Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014

  5  

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014

  6  

 

Condensed Consolidated Statement of Stockholders' Equity (Deficit) for the Six Months Ended June 30, 2015

  7  

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014

  8  

 

Notes to the Condensed Consolidated Financial Statements

  9  

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

  41  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

  67  

Item 4.

 

Controls and Procedures

  68  

 

PART II

     

Item 1.

 

Legal Proceedings

  70  

Item 1A.

 

Risk Factors

  70  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

  70  

Item 3.

 

Defaults Upon Senior Securities

  70  

Item 4.

 

Mine Safety Disclosures

  70  

Item 5.

 

Other Information

  70  

Item 6.

 

Exhibits

  70  

SIGNATURES

  72  

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PART I—FINANCIAL INFORMATION

Item 1.    Unaudited Financial Statements

        


Sanchez Energy Corporation

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except share amounts)

 
  June 30,
2015
  December 31,
2014
 

ASSETS

             

Current assets:

             

Cash and cash equivalents

  $ 271,784   $ 473,714  

Oil and natural gas receivables

    44,922     69,795  

Joint interest billings receivables

    3,106     14,676  

Accounts receivable—related entities

    3,891     386  

Fair value of derivative instruments

    69,203     100,181  

Other current assets

    12,774     23,002  

Total current assets

    405,680     681,754  

Oil and natural gas properties, at cost, using the full cost method:

             

Unproved oil and natural gas properties

    342,822     385,827  

Proved oil and natural gas properties

    2,892,554     2,582,441  

Total oil and natural gas properties

    3,235,376     2,968,268  

Less: Accumulated depreciation, depletion, amortization and impairment

    (1,822,596 )   (706,590 )

Total oil and natural gas properties, net

    1,412,780     2,261,678  

Other assets:

             

Debt issuance costs, net

    45,005     48,168  

Fair value of derivative instruments

    28,722     24,024  

Deferred tax asset

    20,165     40,685  

Investments

    2,032      

Other assets

    20,929     19,101  

Total assets

  $ 1,935,313   $ 3,075,410  

LIABILITIES AND STOCKHOLDERS' EQUITY

             

Current liabilities:

             

Accounts payable

  $ 1,000   $ 29,487  

Other payables

    7,942     4,415  

Accrued liabilities:

             

Capital expenditures

    85,400     162,726  

Other

    72,224     67,162  

Deferred premium liability

    12,207      

Deferred tax liability

    20,165     33,242  

Other current liabilities

        5,166  

Total current liabilities

    198,938     302,198  

Long term debt, net of premium (discount)

    1,746,649     1,746,263  

Asset retirement obligations

    28,500     25,694  

Deferred premium liability

    12,341        

Fair value of derivative instruments

        889  

Other liabilities

    1,967     779  

Total liabilities

    1,988,395     2,075,823  

Commitments and Contingencies (Note 16)

             

Stockholders' equity (deficit):

   
 
   
 
 

Preferred stock ($0.01 par value, 15,000,000 shares authorized; 1,838,985 shares issued and outstanding as of June 30, 2015 and December 31, 2014 of 4.875% Convertible Perpetual Preferred Stock, Series A, respectively; 3,532,330 shares issued and outstanding as of June 30, 2015 and December 31, 2014 of 6.500% Convertible Perpetual Preferred Stock, Series B, respectively)

    53     53  

Common stock ($0.01 par value, 150,000,000 shares authorized; 61,680,306 and 58,580,870 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively)

    617     586  

Additional paid-in capital

    1,080,204     1,064,667  

Accumulated deficit

    (1,133,956 )   (65,719 )

Total stockholders' equity (deficit)

    (53,082 )   999,587  

Total liabilities and stockholders' equity

  $ 1,935,313   $ 3,075,410  

   

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

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Sanchez Energy Corporation

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share amounts)

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

REVENUES:

                         

Oil sales

  $ 99,498   $ 136,902   $ 175,022   $ 256,577  

Natural gas liquid sales

    17,694     8,116     31,547     16,609  

Natural gas sales

    23,936     6,643     45,152     13,037  

Total revenues

    141,128     151,661     251,721     286,223  

OPERATING COSTS AND EXPENSES:

                         

Oil and natural gas production expenses

    35,658     13,911     69,821     29,823  

Production and ad valorem taxes

    8,303     7,842     16,973     18,245  

Depreciation, depletion, amortization and accretion

    104,717     70,583     207,374     131,834  

Impairment of oil and natural gas properties          

    468,922         910,372      

General and administrative (inclusive of stock-based compensation expense of $7,875 and $15,943, respectively, for the three months ended June 30, 2015 and 2014, and $15,568 and $25,878, respectively, for the six months ended June 30, 2015 and 2014)

    21,962     28,869     43,439     48,178  

Total operating costs and expenses

    639,562     121,205     1,247,979     228,080  

Operating income (loss)

    (498,434 )   30,456     (996,258 )   58,143  

Other income (expense):

   
 
   
 
   
 
   
 
 

Interest and other income

    123     3     256     15  

Other income (expense)

    650         (1,307 )    

Interest expense

    (31,500 )   (17,261 )   (63,058 )   (30,533 )

Net gains (losses) on commodity derivatives          

    (33,749 )   (31,900 )   7,554     (41,017 )

Total other expense

    (64,476 )   (49,158 )   (56,555 )   (71,535 )

Loss before income taxes

    (562,910 )   (18,702 )   (1,052,813 )   (13,392 )

Income tax expense (benefit)

        (6,544 )   7,442     (4,679 )

Net loss

    (562,910 )   (12,158 )   (1,060,255 )   (8,713 )

Less:

   
 
   
 
   
 
   
 
 

Preferred stock dividends

    (3,991 )   (7,132 )   (7,982 )   (25,325 )

Net loss allocable to participating securities          

                 

Net loss attributable to common stockholders

  $ (566,901 ) $ (19,290 ) $ (1,068,237 ) $ (34,038 )

Net loss per common share—basic and diluted

  $ (9.91 ) $ (0.38 ) $ (18.74 ) $ (0.70 )

Weighted average number of shares used to calculate net loss attributable to common stockholders—basic and diluted

    57,184     50,602     56,996     48,825  

   

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

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Sanchez Energy Corporation

Condensed Consolidated Statement of Stockholders' Equity (Deficit)
for the Six Months Ended June 30, 2015 (Unaudited)

(in thousands)

 
  Series A
Preferred Stock
  Series B
Preferred Stock
   
   
   
   
   
 
 
  Common Stock    
   
   
 
 
  Additional
Paid-in
Capital
  Accumulated
Deficit
  Total
Stockholders'
Equity (Deficit)
 
 
  Shares   Amount   Shares   Amount   Shares   Amount  

BALANCE, December 31, 2014

    1,839   $ 18     3,532   $ 35     58,581   $ 586   $ 1,064,667   $ (65,719 ) $ 999,587  

Preferred stock dividends

                                (7,982 )   (7,982 )

Restricted stock awards, net of forfeitures

                    3,099     31     (31 )        

Stock-based compensation

                            15,568         15,568  

Net loss

                                (1,060,255 )   (1,060,255 )

BALANCE, June 30, 2015

    1,839   $ 18     3,532   $ 35     61,680   $ 617   $ 1,080,204   $ (1,133,956 ) $ (53,082 )

   

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

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Sanchez Energy Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

 
  Six Months Ended
June 30,
 
 
  2015   2014  

CASH FLOWS FROM OPERATING ACTIVITIES:

             

Net loss

  $ (1,060,255 ) $ (8,713 )

Adjustments to reconcile net loss to net cash provided by operating activities:

             

Depreciation, depletion, amortization and accretion

    207,374     131,834  

Impairment of oil and natural gas properties

    910,372      

Stock-based compensation expense

    15,568     25,878  

Net (gains) losses on commodity derivative contracts

    (7,554 )   41,017  

Net cash settlement received (paid) on commodity derivative contracts

    56,104     (6,057 )

Premiums paid on derivative contracts

    121      

Gain on investment in SPP (as defined in Note 3)

    (31 )    

Amortization of debt issuance costs

    3,563     5,505  

Accretion of debt discount (premium)

    386     452  

Deferred taxes

    7,442     (4,679 )

Changes in operating assets and liabilities:

             

Accounts receivable

    34,425     (14,163 )

Accounts receivable—related entities

    (3,505 )   927  

Other current assets

    10,228     (5,894 )

Accounts payable

    (28,487 )   (35,237 )

Other payables

    3,406     2,174  

Accrued liabilities

    4,225     8,991  

Other current liabilities

    (5,166 )    

Other liabilities

    1,188      

Net cash provided by operating activities

    149,404     142,035  

CASH FLOWS FROM INVESTING ACTIVITIES:

             

Payments for oil and natural gas properties

    (422,841 )   (328,673 )

Payments for other property and equipment

    (2,187 )   (7,065 )

Acquisitions of oil and natural gas properties

    342     (552,380 )

Proceeds from sale of oil and natural gas properties

    81,734      

Net cash used in investing activities

    (342,952 )   (888,118 )

CASH FLOWS FROM FINANCING ACTIVITIES:

             

Proceeds from borrowings

        100,000  

Repayment of borrowings

        (100,000 )

Issuance of senior notes, net of premium (discount)

        850,000  

Issuance of common stock

        176,250  

Issuance of preferred stock

         

Payments for offering costs

        (8,659 )

Financing costs

    (400 )   (30,856 )

Preferred dividends paid

    (7,982 )   (8,312 )

Preferred dividends on conversion

         

Purchase of common stock

         

Net distribution to parent

         

Net cash provided by (used in) financing activities

    (8,382 )   978,423  

Decrease in cash and cash equivalents

    (201,930 )   232,340  

Cash and cash equivalents, beginning of period

    473,714     153,531  

Cash and cash equivalents, end of period

  $ 271,784   $ 385,871  

NON-CASH INVESTING AND FINANCING ACTIVITIES:

             

Asset retirement obligations

    1,939   $ 18,229  

Change in accrued capital expenditures

    (77,327 )   12,106  

Capital expenditures in accounts payable

         

Common stock issued in exchange for preferred stock

        121,072  

Investment received for sale of oil and natural gas properties

         

SUPPLEMENTAL DISCLOSURE:

             

Cash paid for interest

  $ 62,587   $ 25,029  

   

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

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Organization

        Sanchez Energy Corporation (together with our consolidated subsidiaries, the "Company," "we," "our," "us" or similar terms) is an independent exploration and production company, formed in August 2011 as a Delaware corporation, focused on the exploration, acquisition and development of unconventional oil and natural gas resources in the onshore U.S. Gulf Coast, with a current focus on the Eagle Ford Shale in South Texas and the Tuscaloosa Marine Shale ("TMS") in Mississippi and Louisiana. We have accumulated net leasehold acreage in the oil and condensate, or black oil and volatile oil, windows of the Eagle Ford Shale and in what we believe to be the core of the TMS. We are currently focused on the horizontal development of significant resource potential from the Eagle Ford Shale.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

        The accompanying condensed consolidated financial statements are unaudited and were prepared from the Company's records. The condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP" or "U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The Company derived the condensed consolidated balance sheet as of December 31, 2014 from the audited financial statements filed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the "2014 Annual Report"). Because this is an interim period filing presented using a condensed format, it does not include all of the disclosures required by U.S. GAAP. These condensed consolidated financial statements should be read in connection with the consolidated financial statements and notes thereto included in the 2014 Annual Report, which contains a summary of the Company's significant accounting policies and other disclosures. In the opinion of management, these financial statements include the adjustments and accruals, all of which are of a normal recurring nature, which are necessary for a fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results to be expected for the entire year.

        As of June 30, 2015, the Company's significant accounting policies are consistent with those discussed in Note 2, "Basis of Presentation and Summary of Significant Accounting Policies," in the notes to the Company's consolidated financial statements contained in its 2014 Annual Report.

Principles of Consolidation

        The Company's condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates

        The condensed consolidated financial statements are prepared in conformity with U.S. GAAP, which 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 most significant estimates pertain to proved oil and natural gas reserves and related cash flow estimates used in the calculation of depletion and impairment of oil and natural gas properties, the evaluation of unproved properties for impairment, the fair value of commodity derivative contracts and asset

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 2. Basis of Presentation and Summary of Significant Accounting Policies (Continued)

retirement obligations, accrued oil and natural gas revenues and expenses and the allocation of general and administrative expenses. Actual results could differ materially from those estimates.

Recent Accounting Pronouncements

        In April 2015, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." This guidance is intended to more closely align the presentation of debt issuance costs under U.S. GAAP with the presentation requirements under the International Financial Reporting Standards. Under this new standard, debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts, rather than as a separate asset as previously presented. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015. The guidance is to be applied retrospectively to each prior period presented. Early adoption is permitted. The effects of this accounting standard on our financial position, results of operations and cash flows are not expected to be material.

        In February 2015, the FASB issued ASU 2015-02, "Consolidation—Amendments to the Consolidation Analysis." This ASU will simplify existing requirements by reducing the number of acceptable consolidation models and placing more emphasis on risk of loss when determining a controlling financial interest. The provisions of this new standard will affect how limited partnerships and similar entities are assessed for consolidation, including the elimination of the presumption that a general partner should consolidate a limited partnership. This ASU is effective for annual and interim periods beginning in 2016 and is required to be adopted using a retrospective or modified retrospective approach, with early adoption permitted. We are currently in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements, but do not expect the impact to be material.

        In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." This guidance outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods and services. The new guidance is effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is not permitted. The guidance may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. We are currently in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements, but do not expect the impact to be material.

Note 3. Acquisitions and Divestitures

        Our acquisitions are accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") Topic 805, "Business Combinations." A business combination may result in the recognition of a gain or goodwill based on the measurement of the fair

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 3. Acquisitions and Divestitures (Continued)

value of the assets acquired at the acquisition date as compared to the fair value of consideration transferred, adjusted for purchase price adjustments. The initial accounting for acquisitions may not be complete and adjustments to provisional amounts, or recognition of additional assets acquired or liabilities assumed, may occur as more detailed analyses are completed and additional information is obtained about the facts and circumstances that existed as of the acquisition dates. The results of operations of the properties acquired in our acquisitions have been included in the condensed consolidated financial statements since the closing dates of the acquisitions.

Catarina Acquisition

        On June 30, 2014, we completed our acquisition of contiguous acreage in Dimmit, LaSalle and Webb Counties, Texas with 176 gross producing wells (the "Catarina acquisition") for an aggregate adjusted purchase price of $557.1 million. The effective date of the transaction was January 1, 2014. The purchase price was funded with a portion of the proceeds from the issuance of the $850 million senior unsecured 6.125% notes due 2023 (the "Original 6.125% Notes") and cash on hand. The purchase price allocation for the Catarina acquisition is preliminary and is subject to further adjustments and the settlement of certain post-closing adjustments with the seller. The total purchase price was allocated to the assets purchased and liabilities assumed based upon their fair values on the date of acquisition as follows (in thousands):

Proved oil and natural gas properties

  $ 446,906  

Unproved properties

    122,224  

Other assets acquired

    2,682  

Fair value of assets acquired

    571,812  

Asset retirement obligations

    (14,723 )

Fair value of net assets acquired

  $ 557,089  

Palmetto Disposition

        On March 31, 2015, we completed our disposition to a subsidiary of Sanchez Production Partners LP ("SPP") of escalating amounts of partial working interests in 59 wellbores located in Gonzales County, Texas (the "Palmetto disposition") for an adjusted purchase price of approximately $83.6 million. The effective date of the transaction was January 1, 2015. The aggregate average working interest percentage initially conveyed was 18.25% per wellbore and, upon January 1 of each subsequent year after the closing, the purchaser's working interest will automatically increase in incremental amounts according to the purchase agreement until January 1, 2019, at which point the purchaser will own a 47.5% working interest and we will own a 2.5% working interest in each of the wellbores. We received consideration consisting of $83.0 million (approximately $81.6 million as adjusted) cash and 1,052,632 common units of SPP valued at approximately $2.0 million (as discussed further in Note 8, "Investments" below). The Company did not record any gains or losses related to the Palmetto disposition.

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 3. Acquisitions and Divestitures (Continued)

Pro Forma Operating Results

        The following unaudited pro forma combined results for the three and six months ended June 30, 2015 and 2014 reflect the consolidated results of operations of the Company as if the Catarina acquisition and related financing had occurred on January 1, 2013 and the Palmetto disposition had occurred on January 1, 2014. The pro forma information includes adjustments primarily for revenues and expenses from the acquired and disposed properties, depreciation, depletion, amortization and accretion, impairment, interest expense and debt issuance cost amortization for acquisition debt, consideration received including cash and common stock, and stock dividends for the issuance of preferred stock.

        The unaudited pro forma combined financial statements give effect to the events set forth below:

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Revenues

  $ 141,129   $ 202,426   $ 248,479   $ 418,641  

Net loss attributable to common stockholders common stockholders

  $ (471,861 ) $ (20,048 ) $ (860,262 ) $ (23,667 )

Net loss per common share, basic and diluted

  $ (8.25 ) $ (0.40 ) $ (15.09 ) $ (0.48 )

        The unaudited pro forma combined financial information is for informational purposes only and is not intended to represent or to be indicative of the combined results of operations that the Company would have reported had the Catarina acquisition and related financings and Palmetto disposition been completed as of the dates set forth in this unaudited pro forma combined financial information and should not be taken as indicative of the Company's future combined results of operations. The actual results may differ significantly from that reflected in the unaudited pro forma combined financial information for a number of reasons, including, but not limited to, differences in assumptions used to prepare the unaudited pro forma combined financial information and actual results.

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 4. Cash and Cash Equivalents

        As of June 30, 2015 and December 31, 2014, cash and cash equivalents consisted of the following (in thousands):

 
  June 30,
2015
  December 31,
2014
 

Cash at banks

  $ 71,561   $ 73,528  

Money market funds

    200,223     400,186  

Total cash and cash equivalents

  $ 271,784   $ 473,714  

Note 5. Oil and Natural Gas Properties

        The Company's oil and natural gas properties are accounted for using the full cost method of accounting. All direct costs and certain indirect costs associated with the acquisition, exploration and development of oil and natural gas properties are capitalized. Once evaluated, these costs, as well as the estimated costs to retire the assets, are included in the amortization base and amortized to depletion expense using the units-of-production method. Depletion is calculated based on estimated proved oil and natural gas reserves. Proceeds from the sale or disposition of oil and natural gas properties are applied to reduce net capitalized costs unless the sale or disposition causes a significant change in the relationship between costs and the estimated quantity of proved reserves.

        Full Cost Ceiling Test—Capitalized costs (net of accumulated depreciation, depletion and amortization and deferred income taxes) of proved oil and natural gas properties are subject to a full cost ceiling limitation. The ceiling limits these costs to an amount equal to the present value, discounted at 10%, of estimated future net cash flows from estimated proved reserves less estimated future operating and development costs, abandonment costs (net of salvage value) and estimated related future income taxes. In accordance with SEC rules, the oil and natural gas prices used to calculate the full cost ceiling are the 12-month average prices, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, unless prices are defined by contractual arrangements. Prices are adjusted for "basis" or location differentials. Prices are held constant over the life of the reserves. If unamortized costs capitalized within the cost pool exceed the ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs. Amounts thus required to be written off are not reinstated for any subsequent increase in the cost center ceiling. During the three and six month periods ended June 30, 2015, the Company recorded a full cost ceiling test impairment after income taxes of $468.9 million and $910.4 million, respectively. Based on the sustained decline in average prices throughout the first half of 2015 and a current expectation that prices will remain unfavorable during 2015 based upon the current NYMEX forward prices, absent a material addition to proved reserves and/or a material reduction in future development costs, we believe that there is a reasonable likelihood that the Company will incur additional impairments to our full cost pool in 2015. No impairment expense was recorded for the three and six month periods ended June 30, 2014.

        Costs associated with unproved properties and properties under development, including costs associated with seismic data, leasehold acreage and the current drilling of wells, are excluded from the full cost amortization base until the properties have been evaluated. Unproved properties are identified

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 5. Oil and Natural Gas Properties (Continued)

on a project basis, with a project being an area in which significant leasehold interests are acquired within a contiguous area. Unproved properties are reviewed periodically by management and when management determines that a project area has been evaluated through drilling operations or a thorough geologic evaluation, the project area is transferred into the full cost pool subject to amortization. The Company assesses the carrying value of its unproved properties that are not subject to amortization for impairment periodically. If the results of an assessment indicate that the properties are impaired, the amount of the asset impaired is added to the full cost pool subject to both periodic amortization and the ceiling test.

Note 6. Long-Term Debt

        Long-term debt on June 30, 2015 consisted of $1.15 billion face value of 6.125% senior notes (the "6.125% Notes," consisting of $850 million in Original 6.125% Notes and $300 million in Additional 6.125% Notes (defined below), which were issued at a premium to face value of approximately $2.3 million) maturing on January 15, 2023, and $600 million principal amount of 7.75% senior notes (the "7.75% Notes," consisting of $400 million in Original 7.75% Notes (defined below) and $200 million in Additional 7.75% Notes (defined below), which were issued at a discount to face value of approximately $7.0 million), maturing on June 15, 2021. As of June 30, 2015 and December 31, 2014, the Company's long-term debt consisted of the following:

 
   
   
  Amount Outstanding
(in thousands) as of
 
 
  Interest Rate   Maturity date   June 30,
2015
  December 31,
2014
 

Second Amended and Restated Credit Agreement

  Variable   June 30, 2019   $   $  

7.75% Notes

  7.75%   June 15, 2021     600,000     600,000  

6.125% Notes

  6.125%   January 15, 2023     1,150,000     1,150,000  

            1,750,000     1,750,000  

Unamortized discount on Additional 7.75% Notes

            (5,385 )   (5,837 )

Unamortized premium on Additional 6.125% Notes

            2,034     2,100  

Total long-term debt

          $ 1,746,649   $ 1,746,263  

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 6. Long-Term Debt (Continued)

        The components of interest expense are (in thousands):

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Interest on Senior Notes

  $ (29,235 ) $ (12,058 ) $ (58,470 ) $ (23,683 )

Interest expense and commitment fees on credit agreement

    (359 )   (604 )   (640 )   (893 )

Amortization of debt issuance costs

    (1,748 )   (4,373 )   (3,563 )   (5,505 )

Amortization of discount on Additional 7.75% Notes

    (226 )   (226 )   (452 )   (452 )

Amortization of premium on Additional 6.125% Notes

    68         67      

Total interest expense

  $ (31,500 ) $ (17,261 ) $ (63,058 ) $ (30,533 )

Credit Facility

        Previous Credit Agreement:    On May 31, 2013, we and our subsidiaries, SEP Holdings III, LLC ("SEP III"), SN Marquis LLC ("SN Marquis") and SN Cotulla Assets, LLC ("SN Cotulla"), collectively, as the borrowers, entered into a revolving credit facility represented by a $500 million Amended and Restated Credit Agreement with Royal Bank of Canada as the administrative agent, Capital One, National Association as the syndication agent and RBC Capital Markets as sole lead arranger and sole book runner and each of the other lenders party thereto (the "Amended and Restated Credit Agreement"). The Amended and Restated Credit Agreement was to mature on May 31, 2018.

        On May 12, 2014, the Company borrowed $100 million under the Amended and Restated Credit Agreement. The Company used proceeds from the issuance of the Original 6.125% Notes to repay the $100 million outstanding.

        Second Amended and Restated Credit Agreement:    On June 30, 2014, the Company, each of SEP III, SN Marquis, SN Cotulla, SN Operating LLC ("SN Operating"), SN TMS, LLC ("SN TMS"), and SN Catarina, LLC ("SN Catarina" and together with SEP III, SN Marquis, SN Cotulla, SN Operating and SN TMS, collectively, the "Guarantors" and the Guarantors and the Company collectively, the "Loan Parties"), entered into a revolving credit facility represented by a $1.5 billion Second Amended and Restated Credit Agreement with Royal Bank of Canada as the administrative agent (the "Administrative Agent"), Capital One, National Association as the syndication agent, Compass Bank and SunTrust Bank as documentation agents, RBC Capital Markets as sole lead arranger and sole book runner and the lenders party thereto (the "Second Amended and Restated Credit Agreement"). The Company has elected an aggregate elected commitment amount under the Second Amended and Restated Credit Agreement of $300 million. Additionally, the Second Amended and Restated Credit Agreement provides for the issuance of letters of credit, limited to an aggregate amount of the lesser of $50 million and the total availability thereunder. As of June 30, 2015, there were no borrowings and no letters of credit outstanding under the Second Amended and Restated Credit Agreement. Availability under the Second Amended and Restated Credit Agreement is at all times subject to customary conditions and the then applicable borrowing base and aggregate elected commitment amount. The

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 6. Long-Term Debt (Continued)

borrowing base under the Second Amended and Restated Credit Agreement was set at $362.5 million upon issuance of the Additional 6.125% Notes and was increased to $650 million in connection with the October 1, 2014 redetermination. However, the Company's aggregate elected commitment amount remained $300 million and the Company retained the ability to increase the aggregate elected commitment amount up to the $650 million approved borrowing base upon written notice from the Company and compliance with certain conditions, including the consent of any lender whose elected commitment is increased. On March 31, 2015, pursuant to an amendment of the Second Amended and Restated Credit Agreement, the borrowing base under such agreement was changed to $550 million, with the aggregate elected commitment amount of $300 million remaining unchanged. The borrowing base was reduced as a result of several factors that included the decrease in reserve value from the decline in commodity prices along with the reduction in reserves in connection with the Palmetto disposition discussed above partially offset by underlying new reserve growth through drilling. All of the aggregate elected commitment was available for future revolver borrowings as of June 30, 2015.

        The Second Amended and Restated Credit Agreement matures on June 30, 2019. The borrowing base under the Second Amended and Restated Credit Agreement can be re-determined up or down by the lenders based on, among other things, their evaluation of the Company's and its restricted subsidiaries' oil and natural gas reserves. Redeterminations of the borrowing base are scheduled to occur semi-annually on or before April 1 and October 1 of each year. The borrowing base is also subject to (i) automatic reduction by 25% of the amount of any increase in the Company's high yield debt, (ii) interim redetermination at the election of the Company once between each scheduled redetermination, (iii) interim redetermination at the election of the Administrative Agent at the direction of a majority of the credit exposures or, if none, the elected commitments, of the lenders once between each scheduled re-determination and (iv) if the required lenders so direct in connection with asset sales and swap terminations involving more than 10% of the value of the proved developed oil and gas properties included in the most recent reserve report, reduction in an amount equal to the borrowing base value, as determined by the Administrative Agent in its reasonable judgment, of the assets so sold and swaps so terminated.

        The Company's obligations under the Second Amended and Restated Credit Agreement are secured by a first priority lien on substantially all of the Company's assets and the assets of its existing and future subsidiaries not designated as "unrestricted subsidiaries," including a first priority lien on all ownership interests in existing and future subsidiaries not designated as "unrestricted subsidiaries."

        The obligations under the Second Amended and Restated Credit Agreement are guaranteed by all of the Company's existing and future subsidiaries not designated as "unrestricted subsidiaries." At the Company's election, borrowings under the Second Amended and Restated Credit Agreement may be made on an alternate base rate or an adjusted eurodollar rate basis, plus an applicable margin. The applicable margin varies from 0.50% to 1.50% for alternate base rate borrowings and from 1.50% to 2.50% for eurodollar borrowings, depending on the utilization of the borrowing base. Furthermore, the Company is also required to pay a commitment fee on the unused committed amount at a rate varying from 0.375% to 0.50% per annum, depending on the utilization of the elected commitment.

        The Second Amended and Restated Credit Agreement contains various affirmative and negative covenants and events of default that limit the Company's ability to, among other things, incur indebtedness, make restricted payments, grant liens, consolidate or merge, dispose of certain assets,

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 6. Long-Term Debt (Continued)

make certain investments, engage in transactions with affiliates, hedge transactions and make certain acquisitions. The Second Amended and Restated Credit Agreement also provides for cross default between the Second Amended and Restated Credit Agreement and the other debt (including debt under the 6.125% Notes and the 7.75% Notes) and obligations in respect of hedging agreements (on a mark-to-market basis), of the Company and its restricted subsidiaries, in an aggregate principal amount in excess of $10 million. Furthermore, the Second Amended and Restated Credit Agreement contains financial covenants that require the Company to satisfy the following tests: (i) current assets plus undrawn borrowing capacity on the Second Amended and Restated Credit Agreement to current liabilities of at least 1.0 to 1.0 at all times, (ii) senior secured debt to consolidated last twelve months ("LTM") EBITDA of not greater than 2.25 to 1.0 as of the last day of any fiscal quarter (for purposes of such calculation for the twelve months ended June 30, 2015, giving pro forma effect to the Catarina acquisition as if it had occurred on July 1, 2014) and (iii) consolidated LTM EBITDA (so calculated) to consolidated LTM net interest expense of not less than 2.25 to 1.0 as of the last day of any fiscal quarter (the "Interest Coverage Ratio"). Subsequent to quarter end, on July 20, 2015, the Company amended the Second Amended and Restated Credit Agreement (the "Amendment") to remove the Interest Coverage Ratio. In addition to the removal of the Interest Coverage Ratio, the Amendment modified certain restrictions on the Company and its restricted subsidiaries, as further discussed in Note 18, "Subsequent Events."

        From time to time, the agents, arrangers, book runners and lenders under the Second Amended and Restated Credit Agreement and their affiliates have provided, and may provide in the future, investment banking, commercial lending, hedging and financial advisory services to the Company and its affiliates in the ordinary course of business, for which they have received, or may in the future receive, customary fees and commissions for these transactions. As of June 30, 2015, the Company was in compliance with the covenants of the Second Amended and Restated Credit Agreement.

7.75% Senior Notes Due 2021

        On June 13, 2013, we completed a private offering of $400 million in aggregate principal amount of the Company's 7.75% senior notes that will mature on June 15, 2021 (the "Original 7.75% Notes"). Interest is payable on each June 15 and December 15. We received net proceeds from this offering of approximately $388 million, after deducting initial purchasers' discounts and offering expenses, which we used to repay outstanding indebtedness under our credit facilities. The Original 7.75% Notes are senior unsecured obligations and are guaranteed on a joint and several senior unsecured basis by, with certain exceptions, substantially all of our existing and future subsidiaries.

        On September 18, 2013, we issued an additional $200 million in aggregate principal amount of our 7.75% senior notes due 2021 (the "Additional 7.75% Notes" and, together with the Original 7.75% Notes, the 7.75% Notes) in a private offering at an issue price of 96.5% of the principal amount of the Additional 7.75% Notes. We received net proceeds of approximately $188.8 million (after deducting the initial purchasers' discounts and offering expenses of $4.2 million) from the sale of the Additional 7.75% Notes. The Company also received cash for accrued interest from June 13, 2013 through the date of issuance of $4.1 million, for total net proceeds of $192.9 million from the sale of the Additional 7.75% Notes. The Additional 7.75% Notes were issued under the same indenture as the Original 7.75% Notes, and are therefore treated as a single class of debt securities under the indenture. We used the

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 6. Long-Term Debt (Continued)

net proceeds from the offering to partially fund the Wycross acquisition completed in October 2013, a portion of the 2013 and 2014 capital budgets and for general corporate purposes.

        The 7.75% Notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future senior unsecured indebtedness. The 7.75% Notes rank senior in right of payment to our future subordinated indebtedness. The 7.75% Notes are effectively junior in right of payment to all of our existing and future secured debt (including under our Second Amended and Restated Credit Agreement) to the extent of the value of the assets securing such debt. The 7.75% Notes are fully and unconditionally guaranteed (except for customary release provisions) on a joint and several senior unsecured basis by the subsidiary guarantors party to the indenture governing the 7.75% Notes. To the extent set forth in the indenture governing the 7.75% Notes, certain of our subsidiaries will be required to fully and unconditionally guarantee the 7.75% Notes on a joint and several senior unsecured basis in the future.

        The indenture governing the 7.75% Notes, among other things, restricts our ability and our restricted subsidiaries' ability to: (i) incur, assume, or guarantee additional indebtedness or issue certain types of equity securities; (ii) pay distributions on, purchase or redeem subordinated debt; (iii) make certain investments; (iv) enter into certain transactions with affiliates; (v) create or incur liens on their assets; (vi) sell assets; (vii) consolidate, merge or transfer all or substantially all of their assets; (vii) restrict distributions or other payments from the Company's restricted subsidiaries; and (ix) designate subsidiaries as unrestricted subsidiaries.

        We have the option to redeem all or a portion of the 7.75% Notes at any time on or after June 15, 2017 at the applicable redemption prices specified in the indenture plus accrued and unpaid interest. We may also redeem the 7.75% Notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make whole premium, together with accrued and unpaid interest and additional interest, if any, to the redemption date, at any time prior to June 15, 2017. In addition, we may redeem up to 35% of the 7.75% Notes prior to June 15, 2016 under certain circumstances with an amount not greater than the net cash proceeds of one or more equity offerings at the redemption price specified in the indenture. We may also be required to repurchase the 7.75% Notes upon a change of control or if we sell certain of our assets.

        On July 18, 2014, we completed an exchange offer of $600 million aggregate principal amount of the 7.75% Notes that had been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal amount of the 7.75% Notes that had not been registered under the Securities Act.

6.125% Senior Notes Due 2023

        On June 27, 2014, the Company completed a private offering of the Original 6.125% Notes. Interest is payable on each July 15 and January 15. The Company received net proceeds from this offering of approximately $829 million, after deducting initial purchasers' discounts and offering expenses, which the Company used to repay all of the $100 million in borrowings outstanding under its Amended and Restated Credit Agreement and to finance a portion of the purchase price of the Catarina acquisition. We used the remaining proceeds from the offering to fund a portion of the remaining 2014 capital budget and for general corporate purposes. The Original 6.125% Notes are the

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 6. Long-Term Debt (Continued)

senior unsecured obligations of the Company and are guaranteed on a joint and several senior unsecured basis by, with certain exceptions, substantially all of the Company's existing and future subsidiaries.

        On September 12, 2014, we issued an additional $300 million in aggregate principal amount of our 6.125% senior notes due 2023 (the "Additional 6.125% Notes" and, together with the Original 6.125% Notes, the 6.125% Notes and, together with the 7.75% Notes, the "Senior Notes") in a private offering at an issue price of 100.75% of the principal amount of the Additional 6.125% Notes. We received net proceeds of $295.9 million, after deducting the initial purchasers' discounts, adding premiums to face value of $2.3 million and deducting offering expenses of $6.4 million. The Company also received cash for accrued interest from June 27, 2014 through the date of the issuance of $3.8 million, for total net proceeds of $299.7 million from the sale of the Additional 6.125% Notes. The Additional 6.125% Notes were issued under the same indenture as the Original 6.125% Notes, and are therefore treated as a single class of securities under the indenture. We used a portion of the net proceeds from the offering to fund a portion of the 2014 capital budget and intend to use the remainder of the net proceeds to fund a portion of the 2015 capital budget, and for general corporate purposes.

        The 6.125% Notes are senior unsecured obligations and rank equally in right of payment with all of our existing and future senior unsecured indebtedness. The 6.125% Notes rank senior in right of payment to our future subordinated indebtedness. The 6.125% Notes are effectively junior in right of payment to all of our existing and future secured debt (including under the Second Amended and Restated Credit Agreement) to the extent of the value of the assets securing such debt. The 6.125% Notes are fully and unconditionally guaranteed (except for customary release provisions) on a joint and several senior unsecured basis by the subsidiary guarantors party to the indenture governing the 6.125% Notes. To the extent set forth in the indenture governing the 6.125% Notes, certain of our subsidiaries will be required to fully and unconditionally guarantee the 6.125% Notes on a joint and several senior unsecured basis in the future.

        The indenture governing the 6.125% Notes, among other things, restricts our ability and our restricted subsidiaries' ability to: (i) incur, assume or guarantee additional indebtedness or issue certain types of equity securities; (ii) pay distributions on, purchase or redeem shares or purchase or redeem subordinated debt; (iii) make certain investments; (iv) enter into certain transactions with affiliates; (v) create or incur liens on their assets; (vi) sell assets; (vii) consolidate, merge or transfer all or substantially all of their assets; (viii) restrict distributions or other payments from the Company's restricted subsidiaries; and (ix) designate subsidiaries as unrestricted subsidiaries.

        We have the option to redeem all or a portion of the 6.125% Notes, at any time on or after July 15, 2018 at the applicable redemption prices specified in the indenture plus accrued and unpaid interest. The Company may also redeem the 6.125% Notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus a make whole premium, together with accrued and unpaid interest and additional interest, if any, to the redemption date, at any time prior to July 15, 2018. In addition, we may redeem up to 35% of the 6.125% Notes prior to July 15, 2017 under certain circumstances with an amount not greater than the net cash proceeds of one or more equity offerings at the redemption price specified in the indenture. We may also be required to repurchase the 6.125% Notes upon a change of control or if we sell certain of our assets.

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 6. Long-Term Debt (Continued)

        On February 27, 2015, we completed an exchange offer of $1.15 billion aggregate principal amount of the 6.125% Notes that had been registered under the Securities Act for an equal amount of the 6.125% Notes that had not been registered under the Securities Act.

Note 7. Derivative Instruments

        To reduce the impact of fluctuations in oil and natural gas prices on the Company's revenues, or to protect the economics of property acquisitions, the Company periodically enters into derivative contracts with respect to a portion of its projected oil and natural gas production through various transactions that fix or, through options, modify the future prices to be realized. These transactions may include price swaps whereby the Company will receive a fixed price for its production and pay a variable market price to the contract counterparty. Additionally, the Company may enter into collars, whereby it receives the excess, if any, of the fixed floor over the floating rate or pays the excess, if any, of the floating rate over the fixed ceiling price. In addition, the Company enters into option transactions, such as puts or put spreads, as a way to manage its exposure to fluctuating prices. The Company further uses enhanced swaps for a portion of its commodity price hedging activities. An enhanced swap is a product created by simultaneously selling an out of the money put and using the premium value from the sale to modify or "enhance" the value of a swap executed at the same time. The transaction provides an absolute minimum price at the enhanced swap strike price until the put strike price level is reached at which point the Company receives the market price plus the difference between the enhanced swap price and the put strike price. The Company also enters into puts to hedge production at a floor price, but allows the Company to realize revenue upside if oil prices on the hedged volumes increase above the floor price. In order to enter into these put derivative transactions, the Company pays a fixed deferred premium when each trade is settled. These hedging activities are intended to support oil and natural gas prices at targeted levels and to manage exposure to oil and natural gas price fluctuations. It is never the Company's intention to enter into derivative contracts for speculative trading purposes.

        Under ASC Topic 815, "Derivatives and Hedging," all derivative instruments are recorded on the condensed consolidated balance sheets at fair value as either short-term or long-term assets or liabilities based on their anticipated settlement date. The Company will net derivative assets and liabilities for counterparties where it has a legal right of offset. Changes in the derivatives' fair values are recognized currently in earnings since the Company has elected not to designate its current derivative contracts as hedges.

        As of June 30, 2015, the Company had the following NYMEX WTI crude oil swaps and puts, respectively, covering anticipated future production:

Calendar Year
  Volumes
(Bbls)
  Average Price
per Bbl
  Price Range
per Bbl

July - December 2015

    2,576,000   $ 73.23   $67.00 - $88.35

2016

    2,562,000   $ 70.11   $62.00 - $80.15

 

Calendar Year
  Volumes
(Bbls)
  Put Price
per Bbl
  Put Price Range
per Bbl

2016

    4,026,000   $ 60.00   $60.00 - $60.00

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 7. Derivative Instruments (Continued)

        As of June 30, 2015, the Company had the following NYMEX Henry Hub natural gas swaps, three-way collars, and enhanced swaps, respectively, covering anticipated future production:

Calendar Year
  Swap Volumes
(Mmbtu)
  Average Price
per Mmbtu
  Price Range
per Mmbtu

July - December 2015

    4,910,000   $ 3.85   $3.54 - $4.01

2016

    14,640,000   $ 3.87   $3.80 - $3.92

2017

    3,650,000   $ 3.65   $3.65

 

Calendar Year
  Three-way
Collar
Volumes
(Mmbtu)
  Average
Short
Put Price
per
Mmbtu
  Average Long
Put Price per
Mmbtu
  Average Short
Call Price per
Mmbtu
 

July - December 2015

    1,840,000   $ 3.50   $ 4.00   $ 4.90  

 

Calendar Year
  Enhanced
Swap
Volumes
(Mmbtu)
  Average
Swap Price
per
Mmbtu
  Average
Put Price
per
Mmbtu
 

July - December 2015

    5,704,000   $ 4.31   $ 3.75  

        The following table sets forth a reconciliation of the changes in fair value of the Company's commodity derivatives for the six months ended June 30, 2015 and the year ended December 31, 2014 (in thousands):

 
  Six months
ended June 30,
2015
  Twelve months
ended December 31,
2014
 

Beginning fair value of commodity derviatives

  $ 123,316   $ (3,397 )

Net gains on crude oil derivatives

    24,862     115,602  

Net gains on natural gas derivatives

    7,240     21,603  

Net settlements on derivative contracts:

             

Crude oil

    (49,447 )   (4,503 )

Natural gas

    (8,046 )   (1,097 )

Net premiums incurred on derivative contracts:

             

Crude oil

        (4,892 )

Ending fair value of commodity derivatives

  $ 97,925   $ 123,316  

Balance Sheet Presentation

        The Company's derivatives are presented on a net basis as "Fair value of derivative instruments" on the condensed consolidated balance sheets. The following information summarizes the gross fair

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Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 7. Derivative Instruments (Continued)

values of derivative instruments, presenting the impact of offsetting the derivative assets and liabilities on the Company's condensed consolidated balance sheets (in thousands):

 
  June 30, 2015  
 
  Gross Amount
of Recognized
Assets
  Gross Amounts
Offset in the
Condensed
Consolidated
Balance Sheets
  Net Amounts
Presented in
the Condensed
Consolidated
Balance Sheets
 

Offsetting Derivative Assets:

                   

Current asset

  $ 75,415   $ (6,212 ) $ 69,203  

Long-term asset

    28,891     (169 )   28,722  

Total asset

  $ 104,306   $ (6,381 ) $ 97,925  

Offsetting Derivative Liabilities:

                   

Current liability

  $ (6,212 ) $ 6,212   $  

Long-term liability

    (169 )   169      

Total liability

  $ (6,381 ) $ 6,381   $  

 

 
  December 31, 2014  
 
  Gross Amount
of Recognized
Assets
  Gross Amounts
Offset in the
Condensed
Consolidated
Balance Sheets
  Net Amounts
Presented in
the Condensed
Consolidated
Balance Sheets
 

Offsetting Derivative Assets:

                   

Current asset

  $ 194,953   $ (94,772 ) $ 100,181  

Long-term asset

    24,024         24,024  

Total asset

  $ 218,977   $ (94,772 ) $ 124,205  

Offsetting Derivative Liabilities:

                   

Current liability

  $ (94,772 ) $ 94,772   $  

Long-term liability

    (889 )       (889 )

Total liability

  $ (95,661 ) $ 94,772   $ (889 )

Note 8. Investments

        On March 31, 2015, a subsidiary of the Company received approximately $2 million in common units of SPP as part of the consideration paid for the Palmetto disposition described in Note 3, "Acquisitions and Divestitures" above. Rather than accounting for the investment under the equity method, the Company elected the fair value option to account for its interest in SPP.

        The Company records the equity investment in SPP at fair value at the end of each reporting period. Any gains or losses are recorded as a component of other income (expense) in the consolidated statement of operations. The Company recorded gains related to the investment in SPP for the three and six months ended June 30, 2015 of $31,600.

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 9. Fair Value of Financial Instruments

        Measurements of fair value of derivative instruments are classified according to the fair value hierarchy, which prioritizes the inputs to the valuation techniques used to measure fair value. Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following categories:

        Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. Management's assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 9. Fair Value of Financial Instruments (Continued)

Fair Value on a Recurring Basis

        The following tables set forth, by level within the fair value hierarchy, the Company's financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2015 and December 31, 2014 (in thousands):

 
  As of June 30, 2015  
 
  Active Market
for Identical
Assets
(Level 1)
  Observable
Inputs
(Level 2)
  Unobservable
Inputs
(Level 3)
  Total
Carrying
Value
 

Cash equivalents:

                         

Money market funds

  $ 200,223   $   $   $ 200,223  

Equity investment:

                         

Investment in SPP

    2,032             2,032  

Oil derivative instruments:

                         

Swaps

        53,336         53,336  

Puts

        24,904         24,904  

Gas derivative instruments:

                         

Swaps

        15,823         15,823  

Enhanced Swaps

        3,019         3,019  

Three-way collars

        843         843  

Total

  $ 202,255   $ 97,925   $   $ 300,180  

 

 
  As of December 31, 2014  
 
  Active Market
for Identical
Assets
(Level 1)
  Observable
Inputs
(Level 2)
  Unobservable
Inputs
(Level 3)
  Total
Carrying
Value
 

Cash and cash equivalents:

                         

Money market funds

  $ 400,186   $   $   $ 400,186  

Oil derivative instruments:

                         

Swaps

        33,975         33,975  

Enhanced Swaps

            44,586     44,586  

Three-way collars

            24,264     24,264  

Gas derivative instruments:

                         

Swaps

        13,818         13,818  

Enhanced Swaps

            5,193     5,193  

Three-way collars

            1,480     1,480  

Total

  $ 400,186   $ 47,793   $ 75,523   $ 523,502  

        Financial Instruments:    The Level 1 instruments presented in the tables above consist of money market funds included in cash and cash equivalents and equity investment on the Company's condensed consolidated balance sheets at June 30, 2015 and December 31, 2014. The Company's money market funds represent cash equivalents backed by the assets of high-quality banks and financial institutions. The Company identified the money market funds as Level 1 instruments due to the fact that the money

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 9. Fair Value of Financial Instruments (Continued)

market funds have daily liquidity, quoted prices for the underlying investments can be obtained and there are active markets for the underlying investments. A subsidiary of the Company received common units in SPP as part of the consideration received for the Palmetto disposition discussed in Note 3, "Acquisitions and Divestitures." The Company is accounting for these units as an equity method investment utilizing the fair value accounting method. The Company identified the common units as Level 1 instruments due to the fact that SPP is a publicly traded company on the NYSE MKT with daily quoted prices that can be easily obtained.

        The Company's derivative instruments, which consist of swaps, enhanced swaps, collars and puts, are classified as Level 2 as of June 30, 2015 and either Level 2 or Level 3 as of December 31, 2014, in the table above. The fair values of the Company's derivatives are based on third-party pricing models which utilize inputs that are either readily available in the public market, such as forward curves, or can be corroborated from active markets of broker quotes. Since swaps do not include optionality and therefore generally have no unobservable inputs, they are classified as Level 2. As of December 31, 2014, the Company's enhanced swaps, puts, collars and three-way collars included some level of unobservable inputs, such as volatility curves, and were therefore classified as Level 3. As of June 30, 2015, the Company believes that substantially all of the inputs required to calculate the fair value of enhanced swaps, puts, collars, and three-way collars are observable in the marketplace throughout the term of these derivative instruments or supported by observable levels at which transactions are executed in the marketplace, and are therefore classified as Level 2. Derivative instruments are also subject to the risk that counterparties will be unable to meet their obligations. Such non-performance risk is considered in the valuation of the Company's derivative instruments, but to date has not had a material impact on estimates of fair values. Significant changes in the quoted forward prices for commodities and changes in market volatility generally lead to corresponding changes in the fair value measurement of the Company's derivative instruments.

        The fair values of the Company's derivative instruments classified as Level 3 as of June 30, 2015 and December 31, 2014 were $0 and $75.5 million, respectively. The significant unobservable inputs for Level 3 contracts as of December 31, 2014 include unpublished forward prices of commodities, market volatility and credit risk of counterparties.

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 9. Fair Value of Financial Instruments (Continued)

        The following table sets forth a reconciliation of changes in the fair value of the Company's derivative instruments classified as Level 3 in the fair value hierarchy (in thousands):

 
  Significant Unobservable Inputs
(Level 3)
 
 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Beginning balance

  $ 5,734   $ (2,516 ) $ 75,523   $ (519 )

Total gains (losses) included in earnings

        (15,391 )   418     (17,800 )

Net settlements on derivative contracts(1)

        1,133     (14,277 )   1,545  

Derivative contracts transferred to Level 2

    (5,734 )       (61,664 )    

Ending balance

  $   $ (16,774 ) $   $ (16,774 )

Losses included in earnings related to derivatives still held as of June 30, 2015 and 2014

  $   $ (14,259 ) $ (940 ) $ (16,255 )

(1)
Includes ($12,919) of net settlements in Level 2 that were transferred from Level 3 during the six months ended June 30, 2015.

        In February 2015, the Company modified certain of its crude oil enhanced swap and three-way collar transactions to create crude oil swaps on a costless transactional basis. As of December 31, 2014, these crude oil enhanced swaps and three-way collar transactions had fair values classified as Level 3. When the transactions were modified to swaps during the first quarter of 2015, the fair values of the transactions were classified as Level 2. As of June 30, 2015, the Company believes that substantially all of the inputs required to calculate the fair value of enhanced swaps, puts, collars, and three-way collars are Level 2 and were moved out of Level 3 fair value classification.

Fair Value on a Non-Recurring Basis

        The Company follows the provisions of ASC 820-10 for nonfinancial assets and liabilities measured at fair value on a non-recurring basis. Fair-value measurements of assets acquired and liabilities assumed in business combinations are based on inputs that are not observable in the market and thus represent Level 3 inputs. The fair value of acquired properties is based on market and cost approaches. Our purchase price allocation for the Catarina acquisition is presented in Note 3, "Acquisitions and Divestitures." Liabilities assumed include asset retirement obligations existing at the date of acquisition. Asset retirement obligation estimates are derived from historical costs as well as management's expectation of future cost environments. As there is no corroborating market activity to support the assumptions, the Company has designated these liabilities as Level 3. A reconciliation of the beginning and ending balances of the Company's asset retirement obligations is presented in Note 10, "Asset Retirement Obligations."

        In connection with the exchange agreements entered into in February, May and August 2014 by the Company with certain holders of the Company's Series A Convertible Perpetual Preferred Stock ("Series A Preferred Stock") and Series B Convertible Perpetual Preferred Stock ("Series B Preferred Stock"), the Company issued common stock according to the conversion rate pursuant to each agreement and additional shares to induce the holders of the preferred stock to convert prior to the

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 9. Fair Value of Financial Instruments (Continued)

date the Company could mandate conversion. The fair value of the common stock issued is based on the price of the Company's common stock on the date of issuance. As there is an active market for the Company's common stock, the Company has designated this fair value measurement as Level 1. A detailed description of the Company's common stock and preferred stock issuances and redemptions is presented in Note 13, "Stockholders' Equity."

Fair Value of Other Financial Instruments

        Financial instruments not carried at fair value consist of oil and natural gas receivables, accounts payable and accrued liabilities and long-term debt. The carrying amounts of our oil and natural gas receivables, accounts payable and accrued liabilities approximate fair value due to the highly liquid nature of these short-term instruments. The registered 7.75% Notes and 6.125% Notes are traded in an active market, and as such, are classified as Level 1 financial instruments. The estimated fair values of the 7.75% Notes and 6.125% Notes were $594.0 million and $1,026.4 million, respectively, as of June 30, 2015, and were calculated using quoted market prices based on trades of such debt as of that date.

Note 10. Asset Retirement Obligations

        Asset retirement obligations represent the present value of the estimated cash flows expected to be incurred to plug, abandon and remediate producing properties, excluding salvage values, at the end of their productive lives in accordance with applicable laws. The significant unobservable inputs to this fair value measurement include estimates of plugging, abandonment and remediation costs, well life, inflation and credit-adjusted risk-free rate. The inputs are calculated based on third-party historical data as well as current estimates. When the liability is initially recorded, the carrying amount of the related long-lived asset is increased. Over time, accretion of the liability is recognized each period, and the capitalized cost is amortized over the useful life of the related asset. Upon settlement of the liability, any gain or loss is treated as an adjustment to the full cost pool.

        The changes in the asset retirement obligation for the six months ended June 30, 2015 and the year ended December 31, 2014 were as follows (in thousands):

 
  Six Months Ended
June 30, 2015
  Year Ended
December 31, 2014
 

Abandonment liability, beginning of period

  $ 25,694   $ 4,130  

Liabilities incurred during period

    2,558     3,922  

Acquisitions

        14,723  

Divestitures

    (379 )    

Revisions

    (343 )   1,658  

Accretion expense

    970     1,261  

Abandonment liability, end of period

  $ 28,500   $ 25,694  

        During the second quarter of 2015, the Company reviewed its asset retirement obligation cost estimates, and no revisions to cost estimates of future asset retirement obligations were made. The Company reduced the future asset retirement obligations by approximately $379,000 due to the sale of working interests in properties associated with the Palmetto disposition on March 31, 2015.

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 11. Related Party Transactions

        Sanchez Oil & Gas Corporation ("SOG"), headquartered in Houston, Texas, is a private full service oil and natural gas company engaged in the exploration and development of oil and natural gas primarily in the South Texas and onshore Gulf Coast areas on behalf of its affiliates. The Company refers to SOG, Sanchez Energy Partners I, LP ("SEP I"), and their affiliates (but excluding the Company) collectively as the "Sanchez Group." The Company does not have any employees. On December 19, 2011 it entered into a services agreement with SOG pursuant to which specified employees of SOG provide certain services with respect to the Company's business under the direction, supervision and control of SOG. Pursuant to this arrangement, SOG performs centralized corporate functions for the Company, such as general and administrative services, geological, geophysical and reserve engineering, lease and land administration, marketing, accounting, operational services, information technology services, compliance, insurance maintenance and management of outside professionals. The Company compensates SOG for the services at a price equal to SOG's cost of providing such services, including all direct costs and indirect administrative and overhead costs (including the allocable portion of salary, bonus, incentive compensation and other amounts paid to persons that provide the services on SOG's behalf) allocated in accordance with SOG's regular and consistent accounting practices, including for any such costs arising from amounts paid directly by other members of the Sanchez Group on SOG's behalf or borrowed by SOG from other members of the Sanchez Group, in each case, in connection with the performance by SOG of services on the Company's behalf. The Company also reimburses SOG for sales, use or other taxes, or other fees or assessments imposed by law in connection with the provision of services to the Company (other than income, franchise or margin taxes measured by SOG's net income or margin and other than any gross receipts or other privilege taxes imposed on SOG) and for any costs and expenses arising from or related to the engagement or retention of third-party service providers.

        Salaries and associated benefit costs of SOG employees are allocated to the Company based on the actual time spent by the professional staff on the properties and business activities of the Company. General and administrative costs, such as office rent, utilities, supplies, and other overhead costs, are allocated to the Company based on a fixed percentage that is reviewed quarterly and adjusted, if needed, based on the activity levels of services provided to the Company. General and administrative costs that are specifically incurred by or for the specific benefit of the Company are charged directly to the Company. Expenses allocated to the Company for general and administrative expenses for the three and six months ended June 30, 2015 and 2014 are as follows (in thousands):

 
  Three Months
Ended June 30,
  Six Months
Ended June 30,
 
 
  2015   2014   2015   2014  

Administrative fees

  $ 6,602   $ 6,330   $ 12,854   $ 12,462  

Third-party expenses

    1,250     1,776     2,016     2,683  

Total included in general and administrative expenses

  $ 7,852   $ 8,106   $ 14,870   $ 15,145  

        As of June 30, 2015 and December 31, 2014, the Company had a net receivable from SOG and other members of the Sanchez Group of $3.9 million and $0.4 million, respectively, which are reflected as "Accounts receivable—related entities" in the condensed consolidated balance sheets. The net receivable as of June 30, 2015 and December 31, 2014 consists primarily of advances paid related to leasehold and other costs paid to SOG.

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 11. Related Party Transactions (Continued)

Palmetto Disposition

        On March 31, 2015, we completed the Palmetto disposition discussed above to a subsidiary of SPP, which is a related party. SPP is a related party of the Company in accordance with GAAP as the common units of SPP received in connection with the Palmetto disposition constitutes an equity method investment, which the Company has elected to account for using the fair value option (see further discussion above in Note 8, "Investments").

TMS Asset Purchase

        In August 2013, we acquired rights to approximately 40,000 net undeveloped acres in what we believe to be the core of the TMS (the "TMS transaction") for cash and shares of our common stock. In connection with the TMS transaction, we established an Area of Mutual Interest ("AMI") in the TMS with SR Acquisition I, LLC ("SR"), a subsidiary of our affiliate Sanchez Resources, LLC ("Sanchez Resources"), which transaction included a carry on drilling costs for up to 6 gross (3 net) wells. Sanchez Resources is indirectly owned, in part, by our President and Chief Executive Officer and the Executive Chairman of the Company's Board of Directors (the "Board"), who each also serve on our Board. Additionally, Eduardo Sanchez, Patricio Sanchez and Ana Lee Sanchez Jacobs, each an immediate family member of our President and Chief Executive Officer and the Executive Chairman of our Board, collectively, either directly or indirectly, own a majority of the equity interests of Sanchez Resources. Sanchez Resources is managed by Eduardo Sanchez, who is the brother of our President and Chief Executive Officer and the son of our Executive Chairman of the Board.

        As part of the transaction, we acquired all of the working interests in the AMI owned at closing from three sellers (two third parties and one related party of the Company, SR) resulting in our owning an undivided 50% working interest across the AMI through the TMS.

        Total consideration for the TMS transactions consisted of approximately $70 million in cash and the issuance of 342,760 common shares of the Company, valued at $7.5 million. The cash consideration provided to SR was $14.4 million, before consideration of any well carries. The acquisitions were accounted for as the purchase of assets at cost on the acquisition date. We have also committed, as a part of the total consideration, to carry SR for its 50% working interest in an initial 3 gross (1.5 net) TMS wells to be drilled within the AMI (the "Initial Well Carry"). As of the date of this filing, we have met our Initial Well Carry and exercised our right to continue drilling within the AMI and earn full rights to all acreage by carrying SR for an additional 3 gross (1.5 net) TMS wells (the "Additional Well Carry" and each such well, an "Additional Well"). We are currently in the process of cleaning out and flowing back our first gross Additional Well. In August 2015, prior to the filing of this Quarterly Report on Form 10-Q, the Company signed an agreement with SR whereby the Company will pay SR approximately $8 million in lieu of drilling the remaining two Additional Wells (the "Buyout Agreement"). The Buyout Agreement stipulates that the Company has earned full rights to all acreage stated in the TMS transaction and effectively terminates any future well carry commitments, including the Additional Well Carry.

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 12. Accrued Liabilities

        The following information summarizes accrued liabilities as of June 30, 2015 and December 31, 2014 (in thousands):

 
  June 30,
2015
  December 31,
2014
 

Capital expenditures

  $ 85,400   $ 162,726  

Other:

             

General and administrative costs

    5,718     830  

Production taxes

    3,051     3,137  

Ad valorem taxes

    6,931     1,994  

Lease operating expenses

    22,258     22,354  

Interest payable

    34,266     37,743  

Leasehold improvements

        1,104  

Total accrued liabilities

  $ 157,624   $ 229,888  

Note 13. Stockholders' Equity

        Common Stock Offerings—On June 12, 2014, the Company completed a public offering of 5,000,000 shares of common stock, at an issue price of $35.25 per share. The Company received net proceeds from this offering of $167.5 million, after deducting underwriters' fees and offering expenses of $8.7 million. The Company used the net proceeds from the offering to partially fund the 2014 capital budget and for general corporate purposes.

        Series A Preferred Stock Offering—On September 17, 2012, the Company completed a private placement of 3,000,000 shares of Series A Preferred Stock, which were sold to a group of qualified institutional buyers pursuant to the Rule 144A exemption from registration under the Securities Act. The issue price of each share of the Series A Preferred Stock was $50.00. The Company received net proceeds from the private placement of $144.5 million, after deducting initial purchasers' discounts and commissions and offering costs of $5.5 million.

        Each share of Series A Preferred Stock is convertible at any time at the option of the holder thereof at an initial conversion rate of 2.325 shares of common stock per share of Series A Preferred Stock (which is equal to an initial conversion price of $21.51 per share of common stock) and is subject to specified adjustments. Based on the initial conversion price, approximately 4,275,640 shares of common stock would be issuable upon conversion of all of the outstanding shares of the Series A Preferred Stock.

        The annual dividend on each share of Series A Preferred Stock is 4.875% on the liquidation preference of $50.00 per share and is payable quarterly, in arrears, on each January 1, April 1, July 1 and October 1, when, as and if declared by the Board. The Company may, at its option, pay dividends in cash and, subject to certain conditions, common stock or any combination thereof. Dividends are cumulative, and as of June 30, 2015, all dividends accumulated through that date had been paid.

        Except as required by law or the Company's Amended and Restated Certificate of Incorporation (the "Charter"), holders of the Series A Preferred Stock will have no voting rights unless dividends fall

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 13. Stockholders' Equity (Continued)

into arrears for six or more quarterly periods (whether or not consecutive). In that event and until such arrearage is paid in full, the holders of the Series A Preferred Stock and the holders of the Series B Preferred Stock, voting as a single class, will be entitled to elect two directors and the number of directors on the Board will increase by that same number.

        At any time on or after October 5, 2017, the Company may at its option cause all outstanding shares of the Series A Preferred Stock to be automatically converted into common stock at the conversion price, if, among other conditions, the closing sale price (as defined) of the Company's common stock equals or exceeds 130% of the conversion price for a specified period prior to the conversion.

        If a holder elects to convert shares of Series A Preferred Stock upon the occurrence of certain specified fundamental changes, the Company will be obligated to deliver an additional number of shares above the applicable conversion rate to compensate the holder for lost option time value of the shares of Series A Preferred Stock as a result of the fundamental change.

        Series B Preferred Stock Offering—On March 26, 2013, the Company completed a private placement of 4,500,000 shares of Series B Preferred Stock. The issue price of each share of the Series B Preferred Stock was $50.00. The Company received net proceeds from the private placement of $216.6 million, after deducting placement agent's fees and offering costs of $8.4 million.

        Each share of Series B Preferred Stock is convertible at any time at the option of the holder thereof at an initial conversion rate of 2.337 shares of common stock per share of Series B Preferred Stock (which is equal to an initial conversion price of $21.40 per share of common stock) and is subject to specified adjustments. Based on the initial conversion price, approximately 8,255,055 shares of common stock would be issuable upon conversion of all of the outstanding shares of the Series B Preferred Stock.

        The annual dividend on each share of Series B Preferred Stock is 6.500% on the liquidation preference of $50.00 per share and is payable quarterly, in arrears, on each January 1, April 1, July 1 and October 1, when, as and if declared by the Board. The Company may, at its option, pay dividends in cash and, subject to certain conditions, common stock or any combination thereof. Dividends are cumulative, and as of June 30, 2015, all dividends accumulated through that date had been paid.

        Except as required by law or the Charter, holders of the Series B Preferred Stock will have no voting rights unless dividends fall into arrears for six or more quarterly periods (whether or not consecutive). In that event and until such arrearage is paid in full, the holders of the Series B Preferred Stock and the holders of the Series A Preferred Stock, voting as a single class, will be entitled to elect two directors and the number of directors on the Board will increase by that same number.

        At any time on or after April 6, 2018, the Company may at its option cause all outstanding shares of the Series B Preferred Stock to be automatically converted into common stock at the conversion price, if, among other conditions, the closing sale price (as defined) of the Company's common stock equals or exceeds 130% of the conversion price for a specified period prior to the conversion.

        If a holder elects to convert shares of Series B Preferred Stock upon the occurrence of certain specified fundamental changes, the Company will be obligated to deliver an additional number of

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 13. Stockholders' Equity (Continued)

shares above the applicable conversion rate to compensate the holder for lost option time value of the shares of Series B Preferred Stock as a result of the fundamental change.

        Preferred Stock Exchange—On February 12, 2014 and February 13, 2014, the Company entered into exchange agreements with certain holders (the "February 2014 Holders") of the Company's Series A Preferred Stock, and of Series B Preferred Stock, pursuant to which such holders agreed to exchange an aggregate of (i) 947,490 shares of Series A Preferred Stock (and waive their rights to any accrued and unpaid dividends thereon) for 2,425,574 shares of the Company's common stock, and (ii) 756,850 shares of the Series B Preferred Stock (and waive their rights to any accrued and unpaid dividends thereon) for 2,021,066 shares of common stock.

        Additionally, on May 29, 2014, the Company entered into exchange agreements with certain holders (the "May 2014 Holders") of the Company's Series A Preferred Stock, and of Series B Preferred Stock, pursuant to which such holders agreed to exchange an aggregate of (i) 166,025 shares of Series A Preferred Stock (and waive their rights to any accrued and unpaid dividends thereon) for 418,715 shares of the Company's common stock, and (ii) 210,820 shares of the Series B Preferred Stock (and waive their rights to any accrued and unpaid dividends thereon) for 553,980 shares of common stock.

        Further, on August 28, 2014, the Company entered into exchange agreements with certain holders (the "August 2014 Holders," and together with the May 2014 Holders and the February 2014 Holders, the "Holders") of the Company's Series A Preferred Stock, pursuant to which such holders agreed to exchange an aggregate of 47,500 shares of Series A Preferred Stock (and waive their rights to any accrued and unpaid dividends thereon) for 119,320 shares of the Company's common stock.

        Since the Holders were not entitled to any consideration over and above the initial conversion rates of 2.325 and 2.337 common shares for each preferred share exchanged for Series A Preferred Stock and Series B Preferred Stock, respectively, any consideration is considered an inducement for the Holders to convert earlier than the Company could have forced conversion.

        The Company has determined the fair value of consideration transferred to the Holders and the fair value of consideration transferrable pursuant to the original conversion terms. The $13.9 million, $3.1 million and $0.3 million excess of the fair value of the shares of common stock issued over the carrying value of the Series A Preferred Stock and Series B Preferred Stock redeemed in connection with the exchange agreements entered into in February, May and August 2014, respectively, has been reflected as an additional preferred stock dividend, that is, as an increase in accumulated deficit to arrive at net loss attributable to common shareholders in our condensed consolidated financial statements.

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Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 13. Stockholders' Equity (Continued)

        Earnings (Loss) Per Share—The following table shows the computation of basic and diluted net loss per share for the three and six months ended June 30, 2015 and 2014 (in thousands, except per share amounts):

 
  Three Months Ended
June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Net loss

  $ (562,910 ) $ (12,158 ) $ (1,060,255 ) $ (8,713 )

Less:

                         

Preferred stock dividends

    (3,991 )   (7,132 )   (7,982 )   (25,325 )

Net income allocable to participating securities(1)

                 

Net loss attributable to common stockholders

  $ (566,901 ) $ (19,290 ) $ (1,068,237 ) $ (34,038 )

Weighted average number of unrestricted outstanding common shares used to calculate basic net loss per share

    57,184     50,602     56,996     48,825  

Dilutive shares(2)(3)

                 

Denominator for diluted net loss per common share

    57,184     50,602     56,996     48,825  

Net loss per common share—basic and diluted

  $ (9.91 ) $ (0.38 ) $ (18.74 ) $ (0.70 )

(1)
For the three and six months ended June 30, 2015 and 2014, no losses were allocated to participating restricted stock because such securities do not have a contractual obligation to share in the Company's losses.

(2)
The three and six months ended June 30, 2015 excludes 981,738 and 2,291,790 shares, respectively, of weighted average restricted stock and 12,530,695 shares of common stock resulting from an assumed conversion of the Company's Series A Preferred Stock and Series B Preferred Stock from the calculation of the denominator for diluted earnings per common share as these shares were anti-dilutive.

(3)
The three and six months ended June 30, 2014 excludes 423,771 and 829,375 shares of weighted average restricted stock and 13,253,510 and 14,502,257 shares of common stock, respectively, resulting from an assumed conversion of the Company's Series A Preferred Stock and Series B Preferred Stock from the calculation of the denominator for diluted earnings per common share as these shares were anti-dilutive.

Note 14. Stock-Based Compensation

        At the Annual Meeting of Stockholders of the Company held on May 21, 2015 ("2015 Annual Meeting"), the Company's stockholders approved the Sanchez Energy Corporation Second Amended and Restated 2011 Long Term Incentive Plan (the "LTIP"). The Board had previously approved the LTIP on April 20, 2015, subject to stockholder approval.

        The Company's directors and consultants as well as employees of the Sanchez Group who provide services to the Company are eligible to participate in the LTIP. Awards to participants may be made in

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 14. Stock-Based Compensation (Continued)

the form of restricted shares, phantom shares, share options, share appreciation rights and other share-based awards. The maximum number of shares that may be delivered pursuant to the LTIP is limited to (i) 4,000,000 shares of common stock plus the number of shares of common stock available under the predecessor to the LTIP on the record date of the 2015 Annual Meeting (the "Record Date") at which the stockholders approved the LTIP as well as (ii) upon the issuance of additional shares of common stock from time to time after the Record Date, an automatic increase of 15% of such issuance of additional shares of common stock, unless the Board determines to increase the maximum number of shares of common stock by a lesser amount. Shares withheld to satisfy tax withholding obligations are not considered to be delivered under the LTIP. In addition, if an award is forfeited, canceled, exercised, paid or otherwise terminates or expires without the delivery of shares, the shares subject to such award are then available for new awards under the LTIP. Shares delivered pursuant to awards under the LTIP may be newly issued shares, shares acquired by the Company in the open market, shares acquired by the Company from any other person, or any combination of the foregoing.

        The LTIP is administered by the Board or the Compensation Committee of the Board as appointed by the Board. The Board may terminate or amend the LTIP at any time with respect to any shares for which a grant has not yet been made. The Board has the right to alter or amend the LTIP or any part of the LTIP from time to time, including increasing the number of shares that may be granted, subject to shareholder approval as may be required by the exchange upon which the common shares are listed at that time, if any. No change may be made in any outstanding grant that would materially reduce the benefits of the participant without the consent of the participant. The LTIP will expire upon its termination by the Board or, if earlier, when no shares remain available under the LTIP for awards. Upon termination of the LTIP, awards then outstanding will continue pursuant to the terms of their grants.

        The Company records stock-based compensation expense for awards granted to its directors (for their services as directors) in accordance with the provisions of ASC 718, "Compensation—Stock Compensation." Stock-based compensation expense for these awards is based on the grant-date fair value and recognized over the vesting period using the straight-line method.

        Awards granted to employees of the Sanchez Group (including those employees of the Sanchez Group who also serve as the Company's officers) and consultants in exchange for services are considered awards to non-employees and the Company records stock-based compensation expense for these awards at fair value in accordance with the provisions of ASC 505-50, "Equity-Based Payments to Non-Employees." For awards granted to non-employees, the Company records compensation expenses equal to the fair value of the stock-based award at the measurement date, which is determined to be the earlier of the performance commitment date or the service completion date. Compensation expense for unvested awards to non-employees is revalued at each period end and is amortized over the vesting period of the stock-based award. Stock-based payments are measured based on the fair value of the equity instruments granted, as it is more determinable than the value of the services rendered.

        For the restricted stock awards granted to non-employees, stock-based compensation expense is based on fair value re-measured at each reporting period and recognized over the vesting period using the straight-line method. Compensation expense for these awards will be revalued at each period end until vested.

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 14. Stock-Based Compensation (Continued)

        During the three and six months ended June 30, 2015, the Company issued 95,200 shares of restricted common stock pursuant to the LTIP to directors of the Company.

        During the three and six months ended June 30, 2015, the Company also issued approximately 558,800 and 3.2 million shares, respectively, of restricted common stock pursuant to the LTIP to certain employees and consultants of SOG (including the Company's officers), with whom the Company has a services agreement. These shares of restricted common stock vest in equal annual amounts over a three-year period. The Company recognized the following stock-based compensation expense (in thousands) which is included in general and administrative expense in the condensed consolidated statements of operations:

 
  Three Months
Ended June 30,
  Six Months Ended
June 30,
 
 
  2015   2014   2015   2014  

Restricted stock awards, directors

  $ 286   $ 262   $ 568   $ 560  

Restricted stock awards, non-employees

    7,589     15,681     15,001     25,318  

Total stock-based compensation expense

  $ 7,875   $ 15,943   $ 15,569   $ 25,878  

        Based on the $9.80 per share closing price of the Company's common stock on June 30, 2015, there was approximately $33.3 million of unrecognized compensation cost related to these non-vested restricted shares outstanding. The cost is expected to be recognized over an average period of approximately 1.9 years.

        A summary of the status of the non-vested shares for the six months ended June 30, 2015 and June 30, 2014 is presented below (in thousands):

 
  Six Months
Ended
June 30,
 
 
  2015   2014  

Non-vested common stock, beginning of period

    2,718     1,758  

Granted

    3,192     1,646  

Vested

    (1,458 )   (636 )

Forfeited

    (92 )   (309 )

Non-vested common stock, end of period

    4,360     2,459  

        As of June 30, 2015, approximately 5.6 million shares remain available for future issuance to participants.

Note 15. Income Taxes

        The Company's effective tax rate for the six months ended June 30, 2015 and 2014 was (0.7)% and 34.9%, respectively. The difference between the statutory federal income taxes calculated using a U.S. Federal statutory corporate income tax rate of 35% and the Company's effective tax rate of (0.7)% for the six months ended June 30, 2015 is primarily related to the valuation allowance on deferred tax

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 15. Income Taxes (Continued)

assets. The difference between the statutory federal income taxes calculated using a U.S. Federal statutory corporate income tax rate of 35% and the Company's effective tax rate of 34.9% for the six months ended June 30, 2014 is related to non-deductible general and administrative expenses recorded during the period.

        The Company's effective tax rate for the three months ended June 30, 2015 and 2014 was 0% and 35.0%, respectively. The difference between the statutory federal income taxes calculated using a U.S. Federal statutory corporate income tax rate of 35% and the Company's effective tax rate of 0% for the three months ended June 30, 2015 is related to the valuation allowance on deferred tax assets. Our effective tax rate for the three months ended June 30, 2014 was equal to the statutory rate of 35%.

        As of June 30, 2015, the Company had estimated net operating loss carryforwards ("NOLs") of $645.1 million, which begin to expire in 2031.

        The Company provides for deferred income taxes on the difference between the tax basis of an asset or liability and its carrying amount in the financial statements in accordance with authoritative guidance for accounting for income taxes. This difference will result in taxable income or deductions in future years when the reported amount of the asset or liability is recovered or settled, respectively. In recording deferred income tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those deferred income tax assets would be deductible. The Company believes that after considering all the available objective evidence, both positive and negative, historical and prospective, with greater weight given to historical evidence, management is not able to determine that it is more likely than not that the deferred tax assets will be realized and, therefore, has established a valuation allowance of $377.3 million to reduce the net deferred tax asset to $0 at June 30, 2015. The Company will continue to assess the valuation allowance against deferred tax assets considering all available information obtained in future reporting periods.

        At June 30, 2015, the Company had no material uncertain tax positions.

Note 16. Commitments and Contingencies

        From time to time, the Company may be involved in lawsuits that arise in the normal course of its business. We are not aware of any material governmental proceedings against us or contemplated to be brought against us.

        On December 4, 13 and 16, 2013, three derivative actions were filed in the Court of Chancery of the State of Delaware against the Company, certain of its officers and directors, Sanchez Resources, Altpoint Capital Partners LLC and Altpoint Sanchez Holdings, LLC (the "Consolidated Derivative Actions," Friedman v. A.R. Sanchez, Jr. et al., No. 9158; City of Roseville Employees' Retirement System v. A.R. Sanchez, Jr. et al., No. 9132; and Delaware County Employees Retirement Fund v. A.R. Sanchez, Jr. et al., No. 9165).

        On December 20, 2013, the Consolidated Derivative Actions were consolidated, co-lead counsel for the plaintiffs was appointed and the plaintiffs were ordered to file an amended consolidated complaint (In re Sanchez Energy Derivative Litigation, Consolidated C.A. No. 9132-VCG, hereinafter, the

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 16. Commitments and Contingencies (Continued)

"Delaware Derivative Action"). On January 28, 2014, a verified consolidated stockholder derivative complaint was filed. The Consolidated Derivative Actions concern the Company's purchase of working interests in the TMS from Sanchez Resources. Plaintiffs alleged breaches of fiduciary duty against the individual defendants as directors of the Company; breaches of fiduciary duty against Antonio R. Sanchez, III as an executive director of the Company; aiding and abetting breaches of fiduciary duty against Sanchez Resources, Eduardo Sanchez, Altpoint Capital Partners LLC and Altpoint Sanchez Holdings, LLC; and unjust enrichment against A.R. Sanchez, Jr. and Antonio R. Sanchez, III. All of the defendants filed a motion to dismiss on April 1, 2014. Briefing concerning the motions to dismiss concluded on June 27, 2014. A hearing was held on August 11, 2014, on the motions to dismiss, and the court subsequently granted the motions to dismiss. The plaintiffs have appealed the case to the Delaware Supreme Court. The parties fully briefed the appeal and oral argument is scheduled for September 24, 2015. The Company is unable to reasonably predict an outcome or to reasonably estimate a range of possible loss.

        On January 9, 2014, a derivative action was filed in 333rd district court in Harris County, Texas against the Company and certain of its officers and directors, styled Martin v. Sanchez, No. 2014-01028 (333rd Dist. Harris County, Texas). The complaint alleged a breach of fiduciary duty, corporate waste and unjust enrichment against various officers and directors. No action has been taken to date and damages are unspecified. On March 14, 2014, this action was stayed following a ruling on the motion to dismiss in the Delaware Derivative Action. After the motions to dismiss were granted in the Delaware Derivative Action, the parties entered into another agreed stay pending the appeal of the Delaware Derivative Action to the Delaware Supreme Court. This stay was entered by the court on February 5, 2015. This action is in its preliminary stages and currently subject to the stay, and the Company is unable to reasonably predict an outcome or to estimate a range of reasonably possible loss.

        Defendants believe that the allegations contained in the matters described above are without merit and intend to vigorously defend themselves against the claims raised.

        In connection with the TMS transaction, the Company has committed to carry SR for the Initial Well Carry. As of the date of this filing, we have met our Initial Well Carry and exercised our right to continue drilling within the AMI and earn full rights to all acreage by carrying SR for the Additional Well Carry. We are currently in the process of cleaning out and flowing back our first gross Additional Well. In August 2015, prior to the filing of this Quarterly Report on Form 10-Q, the Company executed the Buyout Agreement. The Buyout Agreement stipulates that the Company has earned full rights to all acreage stated in the TMS transaction and effectively terminates any future well carry commitments, including the Additional Well Carry.

        In connection with the Catarina acquisition, the 77,000 acres of undeveloped acreage that were included in the acquisition are subject to a continuous drilling obligation. Such drilling obligation requires us to drill (i) 50 wells in each annual period commencing on July 1, 2014 and (ii) at least one well in any consecutive 120-day period in order to maintain rights to any future undeveloped acreage. Up to 30 wells drilled in excess of the minimum 50 wells in a given annual period can be carried over to satisfy part of the 50 well requirement in the subsequent annual period on a well for well basis. The lease also created a customary security interest in the production therefrom in order to secure royalty payments to the lessor and other lease obligations. Our current capital budget and plans include the

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 16. Commitments and Contingencies (Continued)

drilling of at least the minimum number of wells required to maintain access to such undeveloped acreage.

        As of June 30, 2015, the Company had $68.6 million in lease payment obligations that satisfy operating lease criteria. These obligations include: (i) $53.3 million for a new corporate office lease that commenced in the fourth quarter of 2014 and has an expiration date in March 2025, (ii) $8.0 million for a ground lease agreement for land owned by the Calhoun Port Authority that commenced during the third quarter of 2014 and has an expiration date in August 2024 and (iii) $7.2 million for a 10 year acreage lease agreement for a promotional ranch managed by the Company in Kenedy County, Texas. This acreage lease agreement includes a contractual requirement for the Company to spend a minimum of $4 million to make permanent improvements over the ten year life of the lease. The lease agreement does not specify the timing for such improvements to be made within the lease term.

        The Company's ground lease with the Calhoun Port Authority is terminable upon 180 days written notice by the Company to the lessor in addition to a $1 million termination payment. The Company has the right to terminate its lease obligation for its acreage in Kenedy County, Texas at any time without penalty with six months advanced written notice and payment of any accrued leasehold expenses.

Note 17. Subsidiary Guarantors

        The Company filed registration statements on Form S-3 with the SEC, which became effective January 14, 2013 and June 11, 2014 and registered, among other securities, debt securities. The subsidiaries of the Company named therein are co-registrants with the Company, and the registration statement registered guarantees of debt securities by such subsidiaries. As of June 30, 2015, such subsidiaries are 100 percent owned by the Company and any guarantees by these subsidiaries will be full and unconditional (except for customary release provisions). In the event that more than one of these subsidiaries provide guarantees of any debt securities issued by the Company, such guarantees will constitute joint and several obligations.

        The Company filed a registration statement on Form S-4 with the SEC, which became effective on June 20, 2014, pursuant to which the Company completed an offering of the 7.75% Notes, which are guaranteed by its subsidiaries named therein. As of June 30, 2015, such guarantor subsidiaries are 100 percent owned by the Company and the guarantees by these subsidiaries are full and unconditional (except for customary release provisions) and are joint and several and any non-guarantor subsidiaries of the Company are "minor" within the meaning of Rule 3-10 of Regulation S-X.

        The Company also filed a registration statement on Form S-4 with the SEC, which became effective on January 23, 2015, pursuant to which the Company completed an offering of the 6.125% Notes, which are guaranteed by its subsidiaries named therein. As of June 30, 2015, such guarantor subsidiaries are 100 percent owned by the Company and the guarantees by these subsidiaries are full and unconditional (except for customary release provisions) and are joint and several and any non-guarantor subsidiaries of the Company are "minor" within the meaning of Rule 3-10 of Regulation S-X.

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 17. Subsidiary Guarantors (Continued)

        The Company has no assets or operations independent of its subsidiaries and there are no significant restrictions upon the ability of its subsidiaries to distribute funds to the Company.

Note 18. Subsequent Events

        On July 28, 2015, the Company entered into a NOLs rights plan (the "Rights Plan") with Continental Stock Transfer & Trust Company, as rights agent. In connection therewith, the Board declared a dividend of one preferred share purchase right ("Right") for each outstanding share of the Company's common stock. The dividend is payable on August 10, 2015 to stockholders of record as of the close of business on August 7, 2015 (the "NOL Record Date"). In addition, one Right will automatically attach to each share of common stock issued between the NOL Record Date and the date when the Rights become exercisable.

        The Board adopted the Rights Plan in an effort to prevent the imposition of significant limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), on its ability to utilize its current NOLs to reduce its future tax liabilities. If the Company experiences an "ownership change," as defined in Section 382 of the Code, the Company's ability to fully utilize the NOLs on an annual basis will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of those benefits. In general terms, the Rights Plan works by imposing a significant penalty upon any person or group that acquires 4.9% or more of the outstanding common stock without the approval of the Board (an "Acquiring Person"). The Rights Plan also gives discretion to the Board to determine that someone is an Acquiring Person even if they do not own 4.9% or more of the outstanding common stock but do own 4.9% or more in value of the Company's outstanding stock, as determined pursuant to Section 382 of the Code and the regulations promulgated thereunder. Stockholders who currently own 4.9% or more of the common stock will not trigger the Rights unless they acquire additional common stock shares, subject to certain exceptions set forth in the Rights Plan. In addition, the Board has established procedures to consider requests to exempt certain acquisitions of the Company's securities from the Rights Plan if the Board determines that doing so would not limit or impair the availability of the NOLs or is otherwise in the best interests of the Company.

        On July 20, 2015, the Company, the Guarantors, the Administrative Agent and the other agents and lenders party thereto entered into the Amendment to the Second Amended and Restated Credit Agreement dated as of June 30, 2014 by and among the Company, the Guarantors, the Administrative Agent and the other agents and lenders party thereto.

        The Amendment, among other things, (a) permits the Loan Parties to (i) make direct and indirect investments of up to $10 million in an unrestricted subsidiary in connection with a joint venture to develop a midstream facility and (ii) enter into and perform certain commercial and financial support agreements with such joint venture and the other party to such joint venture on terms acceptable to the Administrative Agent, (b) permits the Loan Parties to (i) acquire an undivided interest in a midstream facility, (ii) make up to $80 million of direct and indirect investments in an unrestricted subsidiary in

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Sanchez Energy Corporation

Notes to the Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Note 18. Subsequent Events (Continued)

connection with a joint venture to develop, own and operate midstream assets to be entered into by such unrestricted subsidiary, (iii) enter into and perform midstream services agreements with the other party to such joint venture on terms acceptable to the Administrative Agent, (iv) enter into and perform financial support agreements with such joint venture and the other party to such joint venture on terms acceptable to the Administrative Agent, (v) if the Loan Party that acquires such undivided interest in a midstream facility so elects, exchange such undivided interest in whole or in part for equity interests in such joint venture in an amount equal to the lesser of (X) 2% of the equity interests in such joint venture and (Y) equity interests having a value no greater than $5 million, as determined by the Company in good faith at such time and (vi) retain and grant security interests over any such equity interests so acquired, (c) permits the Loan Parties to (i) dispose of certain midstream assets to an unrestricted subsidiary, (ii) dispose of such midstream assets or equity interests in such unrestricted subsidiary in exchange for consideration, up to 25% by value of which may include equity interests in the transferee and payment-in-kind notes issued by the transferee or, if equity interests in such transferee are not publicly traded, its parent entity that has issued publicly traded equity interests, (iii) retain such equity interests and payment-in-kind notes, (iv) retain joint and several liability in connection with such midstream assets to the extent required under the terms of the lease under which they were acquired and (v) enter into midstream services agreements with such transferee on terms acceptable to the Administrative Agent, (d) eliminates the covenant requiring that the Borrower maintain a ratio of consolidated EBITDA to consolidated net interest expense of not less than 2.25 to 1.0, (e) adjusts the limits on the Loan Parties entering into swap agreements relative to expected production from proved developed producing reserves and total proved reserves and permits the Loan Parties, within stated limits, to enter into swap agreements in connection with the contemplated acquisition of proved developed producing reserves and total proved reserves and (f) provides for other technical amendments.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing in Part I, Item 1 of this Quarterly Report on Form 10-Q and information contained in our 2014 Annual Report. The following discussion contains "forward-looking statements" that reflect our future plans, estimates, beliefs and expected performance. Please see "Cautionary Note Regarding Forward-Looking Statements."

Business Overview

        Sanchez Energy Corporation, a Delaware corporation formed in August 2011, is an independent exploration and production company focused on the exploration, acquisition and development of unconventional oil and natural gas resources in the onshore U.S. Gulf Coast, with a current focus on the Eagle Ford Shale in South Texas and, to a lesser extent, the TMS in Mississippi and Louisiana. We have accumulated approximately 223,000 net leasehold acres in the oil and condensate, or black oil and volatile oil, windows of the Eagle Ford Shale and approximately 66,000 net leasehold acres in what we believe to be the core of the TMS. We are currently focused on the horizontal development of significant resource potential from the Eagle Ford Shale, with plans to invest approximately 95% of our 2015 drilling and completion capital budget in this area. We are continuously evaluating opportunities to grow both our acreage and our producing assets through acquisitions. Our successful acquisition of such assets will depend on both the opportunities and the financing alternatives available to us at the time we consider such opportunities.

        On June 30, 2014, we completed our Catarina acquisition of 106,000 net contiguous acres in Dimmit, LaSalle and Webb Counties, Texas with 176 gross producing wells in the Eagle Ford Shale with an effective date of January 1, 2014. Including the approximate $51 million deposit paid prior to closing, total consideration for the acquisition was approximately $557 million, comprised of the $639 million purchase price less approximately $82 million in normal and customary closing adjustments. The purchase price is subject to customary post-closing adjustments. Proved reserves as of the effective date were estimated to be approximately 60 mmboe and were 57 mmboe as of June 30, 2014 as a result of normal declines. The reserves that were produced were not replaced from the effective time to the closing date due to the substantial decrease in drilling and completion activity by the seller. Production during the time period from effective date to closing averaged approximately 22,200 boe/d.

        All proved reserves in the Catarina area are covered under lease acreage that is held by production, which acreage amounted to approximately 29,000 acres. Under the lease, we have a 100% working interest and 75% net revenue interest in the lease acreage over the Eagle Ford Shale formation from the top of the Austin Chalk formation to the base of the Buda Lime formation. Each producing horizontal well that is not in an existing unit already held by production holds 320 acres by its production. The 77,000 acres of undeveloped acreage that were included in the Catarina acquisition are subject to a continuous drilling obligation. Such drilling obligation requires us to drill (i) 50 wells in each annual period commencing on July 1, 2014 and (ii) at least one well in any consecutive 120-day period in order to maintain rights to any future undeveloped acreage. Up to 30 wells drilled in excess of the minimum 50 wells in a given annual period can be carried over to satisfy part of the 50 well requirement in the subsequent annual period on a well for well basis. The lease also created a customary security interest in the production therefrom in order to secure royalty payments to the lessor and other lease obligations. Our current capital budget and plans include the drilling of at least the minimum number of wells required to maintain access to such undeveloped acreage. As of the date of this filing, the Company has met all Catarina drilling commitments for the annual term, which ended June 30, 2015, by drilling 68 wells towards the 50-well annual commitment. The Company enters the

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next well-commitment year with a bank of 18 wells that reduces the number of remaining wells in the next 50-well annual commitment to 32 wells required to be drilled before June 30, 2016.

        On March 31, 2015, we completed the Palmetto disposition consisting of the sale of escalating amounts of partial working interests in 59 wellbores located in Gonzales County, Texas for an adjusted purchase price of approximately $83.6 million. The effective date of the transaction was January 1, 2015. The aggregate average working interest percentage initially conveyed was 18.25% per wellbore and, upon January 1 of each subsequent year after the closing, the purchaser's working interest will automatically increase in incremental amounts according to the purchase agreement until January 1, 2019, at which point the purchaser will own a 47.5% working interest and we will own a 2.5% working interest in each of the wellbores. We received consideration consisting of $83.0 million (approximately $81.6 million as adjusted) cash and 1,052,632 common units of SPP valued at approximately $2.0 million, subject to post-closing adjustments.

        Our 2015 capital budget of $550 - 600 million is allocated approximately 92% to the drilling of 87 net wells and completion of 109 net wells with the remainder allocated to facilities, leasing, and seismic activities.

        For 2015, our operating plans largely focus on continued improvement to our manufacturing efficiency with the goal of steady improvement in our capital efficiency in order to preserve liquidity and financial flexibility. Our 2015 capital budget will be focused on the development of our approximately 223,000 net acres in the Eagle Ford Shale. In the Eagle Ford, we plan on investing $485 - $520 million, or approximately 95%, of our drilling and completion budget to spud 85 net wells and complete 107 net wells in 2015. In addition, we intend to invest $25 - $30 million on drilling and completing up to one gross (one net) wells in the TMS.

Basis of Presentation

        The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP.

Our Properties

        We and our predecessor entities have a long history in the Eagle Ford Shale, where we have assembled approximately 223,000 net leasehold acres with an average working interest of approximately 92%. Using approximately 40 acre well-spacing for our Cotulla and Palmetto areas, approximately 60 acre well-spacing for our Marquis area, and approximately 75 acre well-spacing for our Catarina area plus up to 650 additional upper Eagle Ford Catarina locations, and assuming 80% of the acreage is drillable for Cotulla, Marquis and Catarina, and 90% of the acreage is drillable for Palmetto, we believe that there could be nearly 3,500 potential gross (3,250 net) locations for potential future drilling. Consistent with other operators in this area, we perform multi-stage hydraulic fracturing up to 38 stages on each well depending upon the length of the lateral section. For the year 2015, we plan to invest substantially all of our capital budget in the Eagle Ford Shale.

        In our Catarina area, we have approximately 106,000 net acres in Dimmit, LaSalle and Webb Counties, Texas with a 100% working interest. We anticipate drilling, completion and facilities costs on our acreage to be approximately $4.5 million per well based on current well costs. We have brought 62 horizontal wells with combined average 30 day production rates of approximately 950 boe/d. For the year 2015, we plan to spend $390 - $400 million to spud 73 and complete 86 net wells in our Catarina area.

        In our Marquis area, we have approximately 64,000 net acres, the majority of which are in southwest Fayette and northeast Lavaca Counties, Texas with a 100% working interest. We have drilled

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48 horizontal wells in our Prost area of Marquis that had average 30 day production rates of approximately 625 boe/d. We have drilled six horizontal wells in our Five Mile Creek area of Marquis that had average 30 day production rates of approximately 500 boe/d. We have identified up to 775 gross and net locations based on 60 acre well-spacing for potential future drilling on our Marquis acreage. For the year 2015, we plan to spend $15 - $20 million to spud one net well and complete three net wells in our Marquis area.

        In our Cotulla area, we have approximately 44,000 net acres in Dimmit, Frio, LaSalle, Zavala, and McMullen Counties, Texas with an average working interest of approximately 86%. Our primary focus in our Cotulla area are our Alexander Ranch and Wycross development projects. In our Alexander Ranch development project, 45 wells have been brought online with average 30 day production rates of approximately 500 boe/d. In our Wycross development project, 38 wells have been brought online with average 30 day production rates of approximately 650 boe/d. We have identified up to 825 gross (750 net) locations based on 40 acre well-spacing for potential future drilling on our Cotulla acreage. For the year 2015, we plan to spend $55 - $65 million to spud eight net wells and complete 14 net wells in our Cotulla area.

        In our Palmetto area, we have approximately 8,500 net acres in Gonzales County, Texas with a current average working interest of approximately 34% incorporating the recent divestiture of certain wellbores pursuant to the Palmetto disposition, which will decrease to approximately 11% by 2019 taking into account the decreasing working interests pursuant to the Palmetto disposition purchase agreement. The Company anticipates it will maintain an approximate 50% working interest in conjunction with future development drilling in Palmetto. We have participated in the drilling of 76 gross wells on our acreage that had an average 30 day production rates of approximately 900 boe/d. We have identified up to 325 gross (155 net) locations based on 40 acre well-spacing for potential future drilling on our Palmetto acreage. For the year 2015, we plan to spend $25 - $35 million to spud three and complete four net wells in our Palmetto area.

        In August 2013, we acquired rights to approximately 40,000 net undeveloped acres in what we believe to be the core of the TMS for cash and shares of our common stock. In connection with the TMS transactions we established an AMI in the TMS with SR, which transaction included a carry on drilling costs for up to 6 gross (3 net) wells. As part of the transaction, we acquired all of our working interests in the AMI owned at closing from three sellers (two third parties and one related party of the Company, SR), resulting in our owning an undivided 50% working interest across the AMI through the TMS formation. As of June 30, 2015, the AMI held rights to approximately 143,000 gross (103,000 net) acres, of which we owned approximately 66,000 net acres.

        Total consideration for the transactions consisted of approximately $70 million in cash and the issuance of 342,760 common shares of the Company, valued at approximately $7.5 million at the time of the transaction. The total cash consideration provided to SR, an affiliate of the Company, was $14.4 million. The acquisitions were accounted for as the purchase of assets at cost at the acquisition date.

        We have also committed, as a part of the total consideration, to carry SR for the Initial Well Carry. As of the date of this filing, we have met our Initial Well Carry and exercised our right to continue drilling in the AMI and earn full rights to all acreage by carrying SR for the Additional Well Carry. We are currently in the process of cleaning out and flowing back our first gross Additional Well. In August 2015, prior to the filing of this Quarterly Report on Form 10-Q, the Company executed the Buyout Agreement. The Buyout Agreement stipulates that the Company has earned full rights to all acreage stated in the TMS transaction and effectively terminates any future well carry commitments, including the Additional Well Carry.

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        Recent well results by other operators in the area are encouraging with respect to both strong well performance and decreasing drilling and completion costs. We plan to allocate approximately $25 - $30 million, or 5% of our total 2015 capital budget and 5% of our drilling and completion capital budget, to this area. The average remaining lease term on the acreage is over three years, giving us ample time to allow other industry participants to further de-risk the play.

Recent Developments

        During the fourth quarter of 2014 oil prices began a substantial and rapid decline which has continued into 2015. In response to that decline, the Company initiated a series of financial and operational activities highlighted below. Our capital budget was substantially reduced, first in November 2014, and then again in January 2015, to the current planned amount of $550 to $600 million.

        Significant market and operational factors impacting our current results and future expectations include:

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Outlook

        Due to the uncertainty regarding future commodity prices, the Company plans to manage its operating activities and financial liquidity carefully. We expect to be able to fund the current 2015 capital program with cash on hand and operating cash flow. We believe the results of that capital program will allow us to modestly grow our total production of hydrocarbons over the levels we reported for 2014. We plan to continuously evaluate our level of operating activity in light of both actual commodity prices and changes we are able to make to our costs of operations and make further adjustments to our capital spending program as appropriate. In addition, we expect to continue to regularly review acquisition opportunities from third parties or other members of the Sanchez Group, and we intend to evaluate and pursue strategic asset sales that can help facilitate the Company's ability to re-invest funds from structured transactions into potentially higher-returning drilling opportunities.

        The average oil price, WTI Cushing, used in the SEC pricing methodology for calculating the PV-10 and Standardized Measures and for performing impairment tests under the full cost method, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period ended June 30, 2015 was $71.68 per barrel and the average natural gas price, at Henry Hub, and calculated in the same manner, was $3.39 per mmbtu. As of June 30, 2015, the SEC prices for both oil and natural gas had decreased approximately 13% from March 31, 2015. As of June 30, 2015, the SEC prices for oil and natural gas had decreased approximately 25% and 22%, respectively from December 31, 2014.

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        As a result of less favorable commodity prices adversely affecting proved reserve values and the current commodity prices impact on future drilling opportunities, we recorded a full cost ceiling test impairment after income taxes of $468.9 million and $910.4 million, respectively, for the three and six months ended June 30, 2015. As a result of less favorable commodity prices adversely affecting proved reserve values and the historical costs to drill and complete wells carried as proved undeveloped, as compared to current drilling and completion costs, we recorded a full cost ceiling test impairment before income taxes of $213.8 million for the year ended December 31, 2014. Based on the sustained decline in average prices throughout the first half of 2015 and a current expectation that prices will remain unfavorable during 2015 based upon the current NYMEX forward prices, absent a material addition to proved reserves and/or a material reduction in future development costs, there is a reasonable likelihood that the Company will incur additional impairments to our full cost pool in 2015.

Results of Operations

Three Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2014

        The following table summarizes production, average sales prices and operating revenue for our oil, NGLs and natural gas operations for the periods indicated (in thousands, except average sales price and percentages):

 
   
   
  Increase
(Decrease)
 
 
  Three Months Ended
June 30,
 
 
  2015 vs 2014  
 
  2015   2014   $   %  

Net Production:

                         

Oil (mbo)

    1,917     1,356     561     41 %

Natural gas liquids (mbbl)

    1,467     262     1,205     460 %

Natural gas (mmcf)

    9,135     1,445     7,690     532 %

Total oil equivalent (mboe)

    4,907     1,859     3,048     164 %

Average Sales Price Excluding Derivatives(1):

   
 
   
 
   
 
   
 
 

Oil ($ per bo)

  $ 51.90   $ 100.90   $ (49.00 )   –49 %

Natural gas liquids ($ per bbl)

    12.06     30.96     (18.90 )   –61 %

Natural gas ($ per mcf)

    2.62     4.60     (1.98 )   –43 %

Oil equivalent ($ per boe)

  $ 28.76   $ 81.55   $ (52.79 )   –65 %

Average Sales Price Including Derivatives(2):

   
 
   
 
   
 
   
 
 

Oil ($ per bo)

  $ 63.75   $ 97.12   $ (33.37 )   –34 %

Natural gas liquids ($ per bbl)

    12.06     30.96     (18.90 )   –61 %

Natural gas ($ per mcf)

    3.21     4.46     (1.25 )   –28 %

Oil equivalent ($ per boe)

  $ 34.50   $ 78.68   $ (44.18 )   –56 %

REVENUES(1):

   
 
   
 
   
 
   
 
 

Oil sales

  $ 99,498   $ 136,902   $ (37,404 )   –27 %

Natural gas liquids sales

    17,694     8,116     9,578     118 %

Natural gas sales

    23,936     6,643     17,293     260 %

Total revenues

  $ 141,128   $ 151,661   $ (10,533 )   –7 %

(1)
Excludes the realized impact of derivative instruments.

(2)
Includes the realized impact of derivative instruments.

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        The following table sets forth information regarding combined net production of oil, NGLs and natural gas attributable to our properties for each of the periods presented:

 
  Three Months
Ended June 30,
 
 
  2015   2014  

Production:

             

Oil—mbo

             

Catarina

    835      

Marquis

    408     482  

Cotulla

    501     514  

Palmetto

    158     359  

Other

    16     1  

Total

    1,917     1,356  

Natural gas liquids—mbbl

             

Catarina

    1,298      

Marquis

    60     55  

Cotulla

    75     135  

Palmetto

    35     72  

Other

         

Total

    1,467     262  

Natural gas—mmcf

             

Catarina

    8,130      

Marquis

    246     219  

Cotulla

    544     791  

Palmetto

    212     438  

Other

    3     (3 )

Total

    9,135     1,445  

Net production volumes:

             

Total oil equivalent (mboe)

    4,907     1,859  

Average daily production (boe/d)

    53,923     20,437  

        Net Production.    Production increased from 1,859 mboe for the three months ended June 30, 2014 to 4,907 mboe for the three months ended June 30, 2015 due to our drilling program and acquisition activity. As detailed in the following table, the Catarina acquisition added 3,488 mboe of production during the three months ended June 30, 2015. The number of gross wells producing at the period end and the production for the periods were as follows:

 
  Three Months Ended June 30,  
 
  2015   2014  
 
  # Wells   mboe   # Wells   mboe  

Catarina

    238     3,487     176      

Marquis

    103     509     59     575  

Cotulla

    139     666     114     781  

Palmetto

    72     228     61     503  

Other

    13     16     3      

Total

    565     4,907     413     1,859  

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        For the three months ended June 30, 2015, 39% of our production was oil, 30% was NGLs and 31% was natural gas compared to the three months ended June 30, 2014 production that was 73% oil, 14% NGLs and 13% natural gas. The change in production mix between the periods was due to the Catarina acquisition and the higher proportion of NGL and natural gas production as compared to oil production from this area.

        Revenues.    Oil, NGL, and natural gas sales revenues totaled approximately $141.1 million and $151.7 million for the three months ended June 30, 2015 and 2014, respectively. Oil sales revenues for the three months ended June 30, 2015 decreased $37.4 million, while NGL and natural gas sales revenues for the three months ended June 30, 2015 increased $9.6 million and $17.3 million, respectively, as compared to the three months ended June 30, 2014.

        The following tables provide an analysis of the impacts of changes in average realized prices and production volumes between the periods on our revenues from the quarter ended June 30, 2014 to the quarter ended June 30, 2015 (in thousands, except average sales price):

 
  Q2 2015
Production
Volume
  Q2 2014
Production
Volume
  Production
Volume
Difference
  Q2 2014
Average Sales
Price
  Revenue
Increase/(Decrease)
due to Production
 

Oil (mbo)

    1,917     1,356     561   $ 100.90   $ 56,605  

Natural gas liquids (mbbl)

    1,467     262     1,205   $ 30.96   $ 37,307  

Natural gas (mmcf)

    9,135     1,445     7,690   $ 4.60   $ 35,374  

Total oil equivalent (mboe)

    4,907     1,859     3,048   $ 81.55   $ 248,564  

 

 
  Q2 2015
Average Sales
Price
  Q2 2014
Average Sales
Price
  Average Sales
Price Difference
  Q2 2015
Volume
  Revenue
Increase/(Decrease)
due to Price
 

Oil (mbo)

  $ 51.90   $ 100.90   $ (49.00 )   1,917   $ (93,933 )

Natural gas liquids (mbbl)

  $ 12.06   $ 30.96   $ (18.90 )   1,467   $ (27,726 )

Natural gas (mmcf)

  $ 2.62   $ 4.60   $ (1.98 )   9,135   $ (18,087 )

Total oil equivalent (mboe)

  $ 28.76   $ 81.55   $ (52.79 )   4,907   $ (259,041 )

        Additionally, a 10% increase or decrease in our average realized sales prices, excluding the impact of derivatives, would have increased or decreased our revenues for the three months ended June 30, 2015 by approximately $14 million.

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        The table below presents a detail of operating costs and expenses for the periods indicated (in thousands, except percentages):

 
   
   
  Increase (Decrease)  
 
  Three Months Ended
June 30,
 
 
  2015 vs 2014  
 
  2015   2014   $   %  

OPERATING COSTS AND EXPENSES:

                         

Oil and natural gas production expenses

  $ 35,658   $ 13,911   $ 21,747     156 %

Production and ad valorem taxes

    8,303     7,842     461     6 %

Depreciation, depletion, amortization and accretion

    104,717     70,583     34,134     48 %

Impairment of oil and natural gas properties

    468,922         468,922       *

General and administrative (inclusive of stock-based compensation expense of $7,875 and $15,943 for the three months ended June 30, 2015 and 2014, respectively)

    21,962     28,869     (6,907 )   –24 %

Total operating costs and expenses

    639,562     121,205     518,357     428 %

Interest and other income

   
123
   
3
   
120
   
4000

%

Other expense

    650         650       *

Interest expense

    (31,500 )   (17,261 )   (14,239 )   82 %

Net losses on commodity derivatives

    (33,749 )   (31,900 )   (1,849 )   6 %

Income tax expense (benefit)

        (6,544 )   6,544     –100 %

*
Not meaningful.

        Oil and Natural Gas Production Expenses.    Oil and natural gas production expenses are the costs incurred to produce our oil and natural gas, as well as the daily costs incurred to maintain our producing properties. Such costs also include field personnel costs, utilities, chemical additives, salt water disposal, maintenance, repairs and occasional well workover expenses related to our oil and natural gas properties. Our oil and natural gas production expenses increased 156.3% to approximately $35.7 million for the three months ended June 30, 2015 as compared to $13.9 million for the same period in 2014. The increase in oil and natural gas production expenses in the second quarter of 2015 compared to the same period of 2014 is directly attributable to our increased production activities and well count in the Eagle Ford Shale, as a result of the Catarina acquisition completed during 2014, as well as drilling activities on our existing acreage. Our average production expenses decreased from $7.48 per boe during the three months ended June 30, 2014 to $7.27 per boe for the three months ended June 30, 2015. This decrease was due primarily to increased efficiency in our overall operations between the periods. While we expect our oil and natural gas production expenses to increase as we add producing wells, we expect to continue our efficient operation of our properties, and do not expect significant increases in our average production expenses per boe.

        Production and Ad Valorem Taxes.    Production and ad valorem taxes are paid on produced oil and natural gas based upon a percentage of gross revenues or at fixed rates established by state or local taxing authorities. Our production and ad valorem taxes totaled $8.3 million and $7.8 million for the three months ended June 30, 2015 and 2014, respectively. The increase in production and ad valorem taxes in the second quarter of 2015 compared to the same period in 2014 was due to the increase in production between the periods. Our average production and ad valorem taxes decreased from $4.21 per boe during the three months ended June 30, 2014 to $1.69 per boe for the three months ended June 30, 2015. This decrease in rate is directly attributable to the significantly lower applicable production tax rate in the Catarina area, which accounted for approximately 71% of our total

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production for the three months ended June 30, 2015. This lower rate is the result of the characterization of the wells in the Catarina area as high cost gas wells, which apply a lower tax rate based on the market value of the gas produced. While this rate may vary depending on the actual capital costs incurred on a well by well basis, we expect the production tax rate to continue to be lower than the rates established in our other operating areas.

        Depreciation, Depletion, Amortization and Accretion.    Depreciation, depletion, amortization and accretion ("DD&A") reflects the systematic expensing of the capitalized costs incurred in the acquisition, exploration and development of oil and natural gas properties. We use the full-cost method of accounting and accordingly, we capitalize all costs associated with the acquisition, exploration and development of oil and natural gas properties, including unproved and unevaluated property costs. Internal costs are capitalized only to the extent they are directly related to acquisition, exploration and development activities and do not include any costs related to production, selling or general corporate administrative activities. Capitalized costs of oil and natural gas properties are amortized using the units of production method based upon production and estimates of proved oil and natural gas reserve quantities. Unproved and unevaluated property costs are excluded from the amortizable base used to determine DD&A expense.

        Our DD&A expense for the three months ended June 30, 2015 increased $34.1 million to $104.7 million ($21.34 per boe) from $70.6 million ($37.95 per boe) for the three months ended June 30, 2014. The majority of the increase in DD&A is related to the increase in depletion resulting primarily from a substantial increase in production between the periods. In addition, there were significant full cost ceiling impairment charges recorded in the fourth quarter of 2014 and first quarter 2015, which caused a decrease in the depletion rate. Estimated proved reserves as of June 30, 2015 were 7% higher than estimated proved reserves as of June 30, 2014. Higher production during the three months ended June 30, 2015 as compared to the same period in 2014 resulted in a $115.2 million increase in depletion expense and the decrease in the depletion rate resulted in a $81.5 million decrease in depletion expense. The remaining increase of $0.4 million in DD&A as compared to the three months ended June 30, 2014 is related to an increase in depreciation, amortization, and accretion between the periods presented.

        Impairment of Oil and Natural Gas Properties.    We utilize the full cost method of accounting to account for our oil and natural gas exploration and development activities. Under this method of accounting, we are required on a quarterly basis to determine whether the book value of our oil and natural gas properties (excluding unevaluated properties) is less than or equal to the "ceiling," based upon the expected after tax present value (discounted at 10%) of the future net cash flows from our proved reserves. Any excess of the net book value of our oil and natural gas properties over the ceiling must be recognized as a non-cash impairment expense. We recorded a full cost ceiling test impairment after income taxes of $468.9 million for the three months ended June 30, 2015. The impact of less favorable commodity prices adversely affecting proved reserve values was the main contributor to the ceiling impairment recorded at June 30, 2015. Changes in production rates, levels of reserves, future development costs, transfers of unevaluated properties, and other factors will determine our actual ceiling test calculation and impairment analyses in future periods. We recorded a full cost ceiling test impairment before income taxes of $213.8 million for the year ended December 31, 2014, and after income taxes of $441.5 for the three months ended March 31, 2015. The combined impact of less favorable commodity prices adversely affecting proved reserve values and the historical costs to drill and complete wells carried as proved undeveloped, as compared to current drilling and completion costs, contributed to the ceiling impairment. Based on the expectation that the current decline in average prices will continue during 2015, the Company could incur additional non-cash impairments to our full cost pool in 2015.

        If the simple average of oil and natural gas prices as of the first day of each month for the trailing 12-month period ended June 30, 2015 had been $3.06 per Mmbtu for natural gas, $60.99 per Bbl of oil,

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and $24.45 per Bbl of propane, while all other factors remained constant, our ceiling test limitation related to the net book value of our proved oil and natural gas properties would have been reduced by approximately $406.3 million. The aforementioned prices were calculated based on a 12-month simple average, which includes the oil and natural gas prices on the first day of the month for the 10 months ended July 2015 and the prices for July 2015 were held constant for the remaining two months. This reduction would have increased the impairment of our oil and natural gas properties pursuant to the ceiling test by approximately $406.3 million on a pro forma basis. The pro forma reduction in our ceiling test limitation is partially the result of a pro forma decrease in our proved reserves, which was primarily due to certain locations that would not be economical when using the pro forma prices. This calculation of the impact of lower commodity prices is prepared based on the presumption that all other inputs and assumptions are held constant with the exception of oil, natural gas, and NGL prices. Therefore, this calculation strictly isolates the impact of commodity prices on our ceiling test limitation and proved reserves. The impact of price is only a single variable in the estimation of our proved reserves and other factors noted above could have a significant impact on future reserves and the present value of future cash flows. There are numerous uncertainties inherent in the estimation of proved reserves and accounting for oil and natural gas properties in subsequent periods and this pro forma estimate should not be construed as indicative of our development plans or future results.

        General and Administrative Expenses.    Our general and administrative ("G&A") expenses, including stock-based compensation expense, totaled $22.0 million for the three months ended June 30, 2015 compared to $28.9 million for the same period in 2014. Excluding the stock-based compensation, G&A expenses for the three months ended June 30, 2015 and 2014 were $14.1 million and $13.0 million, respectively. This increase was due primarily to additional costs for added personnel of SOG performing services for the Company and consulting services. Our G&A expenses, excluding stock-based compensation expense, decreased from $6.95 per boe during the three months ended June 30, 2014 to $2.87 per boe for the three months ended June 30, 2015.

        For the three months ended June 30, 2015 and 2014, we recorded non-cash stock-based compensation expense of approximately $7.9 million and $15.9 million, respectively. The decrease was due primarily to the decrease in the Company's stock price offset by an increase in awards outstanding and the associated amortization expense recognized. Because the Company records stock-based compensation expense for awards granted to non-employees at fair value and the unvested awards are revalued each period, impacting the amortization over the remaining life of the awards, the Company's decrease in stock price since June 30, 2014 has caused a decrease to the stock-based compensation expense recognized during the quarter.

        Interest Expense.    For the three months ended June 30, 2015, interest expense totaled $31.5 million and included $1.7 million in amortization of debt issuance costs. This is compared to the three months ended June 30, 2014, for which interest expense totaled $17.3 million and included $4.4 million in amortization of debt issuance costs and write-offs of previously incurred debt issuance costs in connection with the termination of the commitment for the bridge facility (the "Bridge Facility") during the period. The interest expense incurred during the three months ended June 30, 2015 is primarily related to the 7.75% Notes issued in June and September 2013 and the 6.125% Notes issued in June and September 2014.

        Commodity Derivative Transactions.    We apply mark-to-market accounting to our derivative contracts; therefore, the full volatility of the non-cash change in fair value of our outstanding contracts is reflected in other income and expense. During the three months ended June 30, 2015, we recognized a total loss of $33.8 million on our commodity derivative contracts primarily related to losses associated with deferred premium payment liabilities on crude oil puts entered into in April 2015 and mark-to-market losses due to oil price increases during the quarter. The total net loss also included a net gain of $28.1 million associated with the settlements of commodity derivative contracts. These gains

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were primarily the result of the decreases in commodity prices from the time the deals were entered to the current period. During the three months ended June 30, 2014, we recognized a total loss of $31.9 million on our commodity derivative contracts including a net loss of $5.3 million associated with the settlements of commodity derivative contracts. These losses were primarily the result of increases in commodity prices during the period.

        Income Tax Expense.    For the three months ended June 30, 2015, the Company did not record any income tax expense or benefit. This was due to the net loss recorded for the quarter and any resulting income tax benefit being eliminated by a full valuation allowance. Therefore, our effective tax rate for the three months ended June 30, 2015 was 0% compared to a statutory rate of 35%. The difference between the statutory rate and the Company's effective tax rate is related to a valuation allowance of approximately $198.5 million recorded during the period. For the three months ended June 30, 2014, income tax benefit totaled $6.5 million. Our effective tax rate for the three months ended June 30, 2014 was 35.0%, equal to a statutory rate.

Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014

        The following table summarizes production, average sales prices and operating revenue for our oil, NGLs and natural gas operations for the periods indicated (in thousands, except average sales price and percentages):

 
   
   
  Increase
(Decrease)
 
 
  Six Months Ended
June 30,
 
 
  2015 vs 2014  
 
  2015   2014   $   %  

Net Production:

                         

Oil (mbo)

    3,701     2,575     1,126     44 %

Natural gas liquids (mbbl)

    2,588     514     2,074     404 %

Natural gas (mmcf)

    16,127     2,767     13,360     483 %

Total oil equivalent (mboe)

    8,977     3,550     5,427     153 %

Average Sales Price Excluding Derivatives(1):

                         

Oil ($ per bo)

  $ 47.30   $ 99.63   $ (52.33 )   –53 %

Natural gas liquids ($ per bbl)

  $ 12.19   $ 32.32   $ (20.13 )   –62 %

Natural gas ($ per mcf)

  $ 2.80   $ 4.71   $ (1.91 )   –41 %

Oil equivalent ($ per boe)

  $ 28.04   $ 80.62   $ (52.58 )   –65 %

Average Sales Price Including Derivatives(2):

                         

Oil ($ per bo)

  $ 60.66   $ 96.78   $ (36.12 )   –37 %

Natural gas liquids ($ per bbl)

  $ 12.19   $ 32.32   $ (20.13 )   –62 %

Natural gas ($ per mcf)

  $ 3.30   $ 4.47   $ (1.17 )   –26 %

Oil equivalent ($ per boe)

  $ 34.45   $ 78.36   $ (43.91 )   –56 %

REVENUES(1):

                         

Oil sales

  $ 175,022   $ 256,577   $ (81,555 )   –32 %

Natural gas liquids sales

    31,547     16,609     14,938     90 %

Natural gas sales

    45,152     13,037     32,115     246 %

Total revenues

  $ 251,721   $ 286,223   $ (34,502 )   –12 %

(1)
Excludes the realized impact of derivative instruments.

(2)
Includes the realized impact of derivative instruments.

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        The following table sets forth information regarding combined net production of oil, NGLs and natural gas attributable to our properties for each of the periods presented:

 
  Six Months Ended
June 30,
 
 
  2015   2014  

Production:

             

Oil—mbo

   
 
   
 
 

Catarina

    1,398      

Marquis

    881     854  

Cotulla

    998     1,031  

Palmetto

    386     689  

Other

    37     1  

Total

    3,701     2,575  

Natural gas liquids—mbbl

             

Catarina

    2,209      

Marquis

    124     105  

Cotulla

    169     264  

Palmetto

    86     145  

Other

         

Total

    2,588     514