Introduction



The following discussion and analysis is intended to help the reader understand
the financial condition, results of operations, liquidity and capital resources
of SandRidge Mississippian Trust II (the "Trust"). This discussion and analysis
should be read in conjunction with the Trust's unaudited interim financial
statements and the accompanying notes included in this Quarterly Report and the
Trust's audited financial statements and the accompanying notes included in the
2019 Form 10-K. All information regarding operations has been provided to the
Trustee by SandRidge.

Overview

The Trust is a statutory trust created under the Delaware Statutory Trust Act.
The business and affairs of the Trust are administered by the Trustee and, as
necessary, the Delaware Trustee. The Trust's purpose is to hold the Royalty
Interests, to distribute to the Trust unitholders cash that the Trust receives
in respect of the Royalty Interests and to perform certain administrative
functions in respect of the Royalty Interests and the Trust units. Other than
the foregoing activities, the Trust does not conduct any operations or
activities. The Trustee has no involvement with, control or authority over, or
responsibility for, any aspect of the operations on or relating to the
properties in which the Trust has an interest. The Trust derives all or
substantially all of its income and cash flow from the Royalty Interests. The
Trust is treated as a partnership for federal income tax purposes.

Commodity Price Volatility; COVID-19 Pandemic. The Trust's quarterly cash
distributions are highly dependent upon the prices realized from the sale of
oil, natural gas and NGL. The markets for these commodities are volatile, as
demonstrated by significant price swings experienced during 2019 and have
declined in 2020 attributable primarily to the economic effects of the dispute
over production levels between Russia and the members of the Organization of
Petroleum Exporting Countries ("OPEC"), and the global outbreak of the novel
form of coronavirus known as COVID-19. The spot price for WTI crude oil has
decreased from $61.18 on January 2, 2020 to $42.06 on August 6, 2020. Crude oil
reached a closing NYMEX price low of negative $37.63 per barrel in April 2020.
The responses by federal, state and local governmental authorities to the
pandemic have also resulted in significant business and operational disruptions,
including business closures, supply chains disruptions, travel restrictions,
stay-at-home orders and limitations on the availability of workforces. The full
impact of COVID-19 is unknown and is rapidly evolving. The extent to which
COVID-19 negatively impacts SandRidge or any third-party operator of the
Underlying Properties will depend on the severity, location and duration of the
effects and spread of COVID-19, the actions undertaken by federal, state and
local governments and health officials to contain the virus or treat its
effects, and how quickly and to what extent economic conditions improve and
normal business and operating conditions resume. A prolonged period of low crude
oil, NGL and natural gas prices will adversely affect SandRidge or third-party
operators of the Underlying Properties. As a result, there can be no assurance
that prices for oil, natural gas and NGL, and therefore the Trust's quarterly
cash distributions, will be maintained for any significant period of time.
Continued low oil, NGL and natural gas prices will reduce revenues to the Trust,
which will reduce the amount of cash available for distribution to unitholders
and in certain periods could result in no distributions to unitholders, and
could negatively affect the value of the Royalty Interests, which could reduce
the amount of proceeds the Trust would receive from a sale of the Trust's assets
in connection with the early termination of the Trust.

Impairment of Investment in Royalty Interests. During the six-month periods
ended June 30, 2020 and 2019, the Trust recorded impairments to the carrying
value of the Investment in Royalty Interests of $8.7 million and $10.4 million,
respectively. The impairments resulted in non-cash charges to trust corpus and
did not affect the Trust's distributable income. Material write-downs in
subsequent periods may occur if the fair value and selling costs differ from
estimated values relative to the carrying value of the investment in royalty
interests. See "Impairment of Investment in Royalty Interests" in Note 2 to the
unaudited interim financial statements contained in Part I, Item 1 of this
Quarterly Report for further discussion of the impairments.

Properties. As of June 30, 2020, the Trust's properties consisted of Royalty
Interests in oil and natural gas wells located in northern Oklahoma and southern
Kansas.

Distributions. The Trust makes quarterly cash distributions of substantially all
of its cash receipts, after deducting amounts for the Trust's administrative
expenses, property tax and cash reserves withheld by the Trustee, on or about
the 60th day following the completion of each quarter.

Pursuant to Internal Revenue Code ("IRC") Section 1446, withholding tax on
income effectively connected to a United States trade or business allocated to
non-U.S. persons ("ECI") should be made at the highest marginal rate. Under IRC
Section 1441, withholding tax on fixed, determinable, annual, periodic income
from United States sources allocated to non-U.S. persons should be
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made at 30% of gross income unless the rate is reduced by treaty. This is
intended to be a qualified notice to nominees and brokers as provided for under
Treasury Regulation Section 1.1446-4(b) by the Trust, and while specific relief
is not specified for IRC Section 1441 income, this disclosure is intended to
suffice. Nominees and brokers should withhold at the highest marginal rate on
the distribution made to non-U.S. persons. The Tax Cuts and Jobs Act (the
"TCJA") enacted in December 2017 treats a non-U.S. holder's gain on the sale of
Trust units as ECI to the extent such holder would have had ECI if the Trust had
sold all of its assets at fair market value on the date of the exchange. The
TCJA also requires the transferee of units to withhold 10% of the amount
realized on the sale of exchange of units (generally, the purchase price) unless
the transferor certifies that it is not a nonresident alien individual or
foreign corporation. Pending the finalization of proposed regulations under IRC
Section 1446, the IRS has suspended this new withholding obligation with respect
to publicly traded partnerships such as the Trust, which is classified as a
partnership for federal and state income tax purposes.

Early Termination of the Trust. As discussed in "Early Termination of the Trust"
in Note 1 to the unaudited interim financial statements contained in Part I,
Item 1 of this Quarterly Report, winding up procedures for the Trust commenced
at the close of business on February 14, 2020. Accordingly, the Trustee is
required to sell all of the Trust's assets, either by private sale or public
auction. Any net proceeds of the sale will be distributed to the Trust
unitholders after payment, or reasonable provision for payment, of all Trust
liabilities, which is expected to include the establishment of cash reserves
deemed appropriate by the Trustee for the payment of all claims and obligations
of the Trust, including any contingent, conditional or unmatured claims and
obligations, in accordance with the Delaware Statutory Trust Act.

The sale process will involve costs that will reduce the amounts of any
distributions to unitholders during the winding up period. As required by the
trust agreement, the Trustee has engaged a third-party advisor to assist with
the marketing and sale of the Trust's assets. The advisor conducted a bid
solicitation process that concluded in June 2020, and the Trustee, with the
assistance of the advisor, after considering the proposed price, financing
conditions and other terms of each bid, selected what was determined to be the
strongest bid received. As provided in the trust agreement, SandRidge has a
right of first refusal with respect to any sale of assets to a third party, and
on July 16, 2020, the Trustee provided notice to SandRidge of the offer to
purchase the assets of the Trust. On August 6, 2020, SandRidge notified the
Trustee that SandRidge will exercise its right of first refusal and will
purchase the Royalty Interests from the Trust for a purchase price of $5.25
million, subject to the execution of a definitive agreement and the closing of
the transaction.

The Trustee expects to complete the sale of the Trust's assets and distribute
the net proceeds of the sale to the Trust unitholders by the end of 2020, and
the Trust units are expected to be canceled shortly thereafter. As provided in
the trust agreement, if SandRidge actually completes the purchase of the Royalty
Interests, the proposed third-party purchaser will be entitled to receive
reimbursement from SandRidge and the Trust for such proposed third-party
purchaser's reasonable and documented expenses incurred in connection with its
review and analysis of the subject properties and bid preparation, up to a
maximum amount representing 5% of the sale price, with the Trust obligated to
pay 50% of such reimbursement. Subject to the final terms of the sale of the
Royalty Interests, including the effective date and the timing of the closing of
the anticipated sale, the Trust currently expects that there will be no further
regular quarterly distributions to Trust unitholders reflecting quarterly
revenues generated from the Underlying Properties. The Trust will remain in
existence until the filing of a certificate of cancellation with the Secretary
of State of the State of Delaware following the completion of the winding up
process.

As previously disclosed, beginning with the distribution to unitholders paid in
the first quarter of 2019, the Trustee had been withholding the greater of
$50,000 or 3.5%, increasing to $195,000 for the fourth quarter 2019
distribution, of the funds otherwise available for distribution each quarter to
gradually increase existing cash reserves for the payment of future known,
anticipated or contingent expenses or liabilities by a total of $625,000. The
targeted reserve amount has been funded; however, because the amount of
distributable income for the three months ended June 30, 2020 was only $20,000,
the Trustee, in its discretion, elected to withhold that amount for inclusion in
the cash reserve for future liabilities. Any cash reserves remaining after the
payment of all expenses and liabilities and any further additions to cash
reserves as the Trustee in its discretion deems appropriate for the purpose of
making reasonable provision for all claims and obligations of the Trust,
including any contingent, conditional or unmatured claims and obligations, will
be distributed to unitholders prior to the completion of the winding up process.
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Results of Trust Operations



The primary factors affecting the Trust's revenues and costs are the quantity of
oil, natural gas and NGL production attributable to the Royalty Interests and
the prices received for such production. Royalty income, post-production
expenses and certain taxes are recorded on a cash basis when net revenue
distributions are received by the Trust from SandRidge. Information regarding
the Trust's production, pricing and costs for the three- and six-month periods
ended June 30, 2020 and 2019 is presented below.

                                                           Three Months Ended June 30,                            Six Months Ended June
                                                                                                                           30,
                                                             2020(1)             2019(2)          2020(3)             2019(4)
Production Data
Oil (MBbls)                                                         8                11               17                  23
NGL (MBbls)                                                        45                48               82                  92
Natural gas (MMcf)                                                378               458              823                 971
Combined equivalent volumes (MBoe)                                116               136              236                 277
Average daily combined equivalent volumes
(MBoe/d)                                                          1.3               1.5              1.3                 1.5
Well Data
Initial and Trust Development Wells producing -
average                                                            98               121              102                 125
Revenues (in thousands)
Royalty income                                          $       1,544           $ 2,797          $ 3,305          $    5,985
Total revenue                                                   1,544             2,797            3,305               5,985
Expenses (in thousands)
Post-production expenses                                $         323           $   418          $   702          $      817
Production taxes                                                   89               173              188                 368
Trust administrative expenses                                     430               528              973                 937
Cash reserves (used) withheld for current Trust
expenses, net of amounts withheld (used)                          (47)              (58)               9                   6
Total expenses                                                    795             1,061            1,872               2,128
Distributable income available to unitholders           $         749           $ 1,736          $ 1,433          $    3,857
Average Prices
Oil (per Bbl)                                           $       55.55           $ 49.46          $ 55.00          $    57.44
NGL (per Bbl)                                           $       12.39           $ 17.59          $ 14.16          $    23.16
Combined oil and NGL (per Bbl)                          $       18.84           $ 23.66          $ 20.98          $    29.33
Natural gas (per Mcf)                                   $        1.42           $  3.02          $  1.48          $     2.60
Combined equivalent (per Boe)                           $       13.25           $ 20.54          $ 13.95          $    21.54
Average Prices - including impact of post-production expenses
Natural gas (per Mcf)                                   $        0.57           $  2.11          $  0.63          $     1.75
Combined equivalent (per Boe)                           $       10.47           $ 17.45          $ 10.98          $    18.59
Expenses (per Boe)
Post-production                                         $        2.78           $  3.09          $  2.97          $     2.95
Production taxes                                        $        0.76           $  1.27          $  0.80          $     1.33


____________________
1.Production volumes and related revenues and expenses for the three-month
period ended June 30, 2020 (included in SandRidge's May 2020 net revenue
distribution to the Trust) represent production from December 1, 2019 to
February 29, 2020.
2.Production volumes and related revenues and expenses for the three-month
period ended June 30, 2019 (included in SandRidge's May 2019 net revenue
distribution to the Trust) represent production from December 1, 2018 to
February 28, 2019.
3.Production volumes and related revenues and expenses for the six-month period
ended June 30, 2020 (included in SandRidge's February and May 2020 net revenue
distribution to the Trust) represent production from September 1, 2019 to
February 29, 2020.
4.Production volumes and related revenues and expenses for the six-month period
ended June 30, 2019 (included in SandRidge's February and May 2019 net revenue
distribution to the Trust) represent production from September 1, 2018 to
February 28, 2019.





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Three Months Ended June 30, 2020 Compared to the Three Months Ended June 30, 2019



Revenues

Royalty Income. Royalty income is a function of production volumes sold
attributable to the Royalty Interests and associated prices received. Royalty
income received during the three-month period ended June 30, 2020 totaled $1.5
million compared to $2.8 million received during the three-month period ended
June 30, 2019. The approximate $1.3 million decrease in royalty income consisted
of approximately $0.8 million attributable to a decrease in prices received and
approximately $0.5 million attributable to a decrease in total volumes produced.
The average number of producing wells in the three-month period ended June 30,
2020 decreased by 23 from 121 in the three-month period ended June 30, 2019,
because wells that could not economically produce due to continued declining
production and current pricing were shut-in.

Expenses



Production Taxes. Production taxes are calculated as a percentage of oil and
natural gas revenues, net of any applicable tax credits. Production taxes for
the three-month period ended June 30, 2020 totaled approximately $89,000, or
$0.76 per Boe, and were approximately 5.8% of royalty income. Production taxes
for the three-month period ended June 30, 2019 totaled approximately $173,000,
or $1.27 per Boe, and were approximately 6.2% of royalty income.

Distributable Income



Distributable income for the three-month period ended June 30, 2020 was $0.7
million, which included a net reduction to the cash reserve for payment of
future Trust expenses of approximately $47,000, reflecting approximately
$430,000 used to pay Trust expenses during the period partially offset by
approximately $383,000 withheld from the May 2020 cash distribution to
unitholders. Distributable income for the three-month period ended June 30, 2019
was $1.7 million, which included a net reduction to the cash reserve for payment
of future Trust expenses of approximately $58,000, reflecting approximately
$528,000 used to pay Trust expenses during the period partially offset by
approximately $470,000 withheld from the May 2019 cash distribution to
unitholders.

Six Months Ended June 30, 2020 Compared to the Six Months Ended June 30, 2019

Revenues



Royalty Income. Royalty income is a function of production volumes sold
attributable to the Royalty Interests and associated prices received. Royalty
income received during the six-month period ended June 30, 2020 totaled $3.3
million compared to $6.0 million received during the six-month period ended
June 30, 2019. The approximate $2.7 million decrease in royalty income consisted
of approximately $1.7 million attributable to a decrease in prices received and
approximately $1.0 million attributable to a decrease in total volumes produced.
The average number of producing wells in the six-month period ended June 30,
2020 decreased by 23 from 125 in the six-month period ended June 30, 2019,
because wells that could not economically produce due to continued declining
production and current pricing were shut-in.

Expenses



Production Taxes. Production taxes are calculated as a percentage of oil and
natural gas revenues, net of any applicable tax credits. Production taxes for
the six-month period ended June 30, 2020 totaled approximately $188,000, or
$0.80 per Boe, and were approximately 5.7% of royalty income. Production taxes
for the six-month period ended June 30, 2019 totaled approximately $368,000, or
$1.33 per Boe, and were approximately 6.2% of royalty income.

Distributable Income



Distributable income for the six-month period ended June 30, 2020 was $1.4
million, which included a net addition to the cash reserve for payment of future
Trust expenses of approximately $9,000, reflecting approximately $982,000
withheld in aggregate from the February 2020 and May 2020 cash distributions to
unitholders partially offset by approximately $973,000 used to pay Trust
expenses during the period. Distributable income for the six-month period ended
June 30, 2019 was $3.9 million, which included a net addition to the cash
reserve for payment of future Trust expenses of approximately $6,000, reflecting
approximately $943,000 withheld in aggregate from the February 2019 and May 2019
cash distributions to unitholders partially offset by approximately $937,000
used to pay Trust expenses during the period.
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Liquidity and Capital Resources



The Trust has no source of liquidity or capital resources other than cash flow
generated from the Royalty Interests and borrowings to fund administrative
expenses, including any amounts borrowed under SandRidge's loan commitment
described in Note 5 to the unaudited interim financial statements contained in
Part I, Item 1 of this Quarterly Report. The Trust's primary uses of cash are
distributions to Trust unitholders, including, if applicable, payment of Trust
administrative expenses, including any reserves established by the Trustee for
future liabilities, payment of applicable taxes and payment of expense
reimbursements to SandRidge for out-of-pocket expenses incurred on behalf of the
Trust. The Trust does not have any capital requirements related to drilling
wells or any other operating or capital costs related to the wells.

Administrative expenses include payments to the Trustee and the Delaware Trustee
as well as a quarterly fee of $75,000 to SandRidge pursuant to an administrative
services agreement. Each quarter, the Trustee determines the amount of funds
available for distribution. Available funds are the excess cash, if any,
received by the Trust from the sale of production attributable to the Royalty
Interests that quarter over the Trust's expenses for the quarter. If at any time
the Trust's cash on hand (including available cash reserves) is not sufficient
to pay the Trust's ordinary course administrative expenses as they become due,
the Trust may borrow funds from the Trustee or other lenders, including
SandRidge, to pay such expenses. The Trustee does not intend to lend funds to
the Trust. If such funds are borrowed, no further distributions will be made to
unitholders (except in respect of any previously determined quarterly
distribution amount) until the borrowed funds have been repaid. No such loan was
outstanding at June 30, 2020 or December 31, 2019.

Commencing with the distribution to unitholders paid in the first quarter of
2019, the Trustee had been withholding, the greater of $50,000 or 3.5%,
increasing to $195,000 for the fourth quarter 2019 distribution, of the funds
otherwise available for distribution each quarter to gradually increase cash
reserves for the payment of future known, anticipated or contingent expenses or
liabilities by a total of $625,000. The targeted reserve amount has been funded;
however, because the amount of distributable income for the three months ended
June 30, 2020 was only $20,000, the Trustee, in its discretion, elected to
withhold that amount for inclusion in the cash reserve for future liabilities.
Any cash reserves remaining after the payment of all expenses and liabilities
and any further additions to cash reserves as the Trustee in its discretion
deems appropriate for the purpose of making reasonable provision for all claims
and obligations of the Trust, including any contingent, conditional or unmatured
claims and obligations, will be distributed to unitholders prior to the
completion of the winding up process. These cash reserves, if needed, are
expected to be sufficient to fund the Trust's expenses for the next 12 months.

The Trust is highly dependent on its Trustor, SandRidge, for multiple services,
including the operation of the Trust wells, remittance of net proceeds from the
sale of associated production to the Trust, administrative services such as
accounting, tax preparation, bookkeeping and informational services performed on
behalf of the Trust, and potentially for loans to pay Trust administrative
expenses. The ability to operate the properties depends on the Trustor's future
financial condition and economic performance, access to capital, and other
factors, many of which are out of the control of the Trustor. The reduced demand
for crude oil in the global market resulting from the economic effects of the
COVID-19 pandemic and the oversupply in crude oil attributable to the dispute
over production levels between Russia and the members of OPEC, have had, and are
likely to continue to have, negative impact on the Trustor's financial
condition. This negative impact could affect the Trustor's ability to operate
the wells and provide services to the Trust.

2020 Trust Distributions to Unitholders. During the six-month period ended June 30, 2020, the Trust's distribution to unitholders were as follows:



                                                                                                                                          Total
                                                  Covered                                                                             Distribution
                                             Production Period                Date Declared                   Date Paid                   Paid
Calendar Quarter 2020
                                        September 1, 2019 -
First Quarter                           November 30, 2019                 January 23, 2020             February 28, 2020             $    696,150
                                        December 1, 2019 -
Second Quarter                          February 29, 2020                 April  23, 2020              May 29, 2020                  $    745,875

Future Trust Distributions to Unitholders. During the three-month production period from March 1, 2020 to May 31, 2020, average oil prices decreased significantly compared to the three-month period ended February 29, 2020. Combined sales volumes


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were lower than the previous period. On July 23, 2020, the Trust announced that
there would be no cash distribution in August 2020 with respect to production
for the three-month period from March 1, 2020 to May 31, 2020. See "Distribution
to Unitholders" in Note 6 to the unaudited interim financial statements
contained in Part I, Item 1 of this Quarterly Report for additional discussion
of this future distribution. See also "Overview-Commodity Price Volatility;
COVID-19 Pandemic" for discussion of the effects of continued low oil, NGL and
natural gas prices on cash available for distribution to unitholders in future
periods. In addition, as discussed above under "Overview-Early Termination of
the Trust," subject to the final terms of the sale of the Royalty Interests,
including the effective date and the timing of the closing of the anticipated
sale, the Trust currently expects that there will be no further regular
quarterly distributions to Trust unitholders reflecting quarterly revenues
generated from the Underlying Properties.

As the Trust cannot acquire or cause additional wells to be drilled on its behalf, the Trust's production is expected to decline each quarter during the remainder of its life.

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