Northern Oil and Gas (NOG) 10-K/A 2019 FY Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________

Commission File No. 001-33999

NORTHERN OIL AND GAS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	95-3848122
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

601 Carlson Pkwy – Suite 990, Minnetonka, Minnesota 55305

(Address of Principal Executive Offices) (Zip Code)

952-476-9800

(Registrant’s Telephone Number, Including Area Code)

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common Stock, $0.001 par value	NOG	NYSE American

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ☐ No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ý

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ☐

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

 Large Accelerated Filer  ☐ Accelerated Filer  ý Non-Accelerated Filer  ☐

 Smaller Reporting Company  ☐ Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant on the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing sale price as reported by the NYSE American) was approximately $547.5 million.

As of March 10, 2020, the registrant had 406,021,004 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated by reference.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A amends Northern Oil and Gas, Inc.’s (the “Company”) Annual Report on Form 10-K (the “Amended Filing”) for the period ended December 31, 2019, which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2020 (the “Original 10-K”). This Amended Filing is being filed to amend certain historical disclosure items contained within Item 6, “Selected Financial Data,” in the Company’s Original 10-K solely to correct typographical errors in the presentation of financial information as of, and for the years ended, December 31, 2017, 2016 and 2015 included in such Item 6. These numbers were correctly reported in all prior Annual Reports on Form 10-K of the Company for 2015 through 2018, where applicable. All other amounts previously reported under Item 6 remain unchanged.

Except as identified in the immediately preceding paragraph, no other items included in the Original 10-K have been amended. Additionally, this Amended Filing does not purport to provide any update for or reflect any events occurring after the date of the Original 10-K.

In accordance with applicable SEC rules, this Amended Filing includes new certifications required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, from our Principal Executive Officer and Principal Financial Officer dated as of the date of this Amended Filing.

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TABLE OF CONTENTS

		Page
Explanatory Note			i
Item 6.	Selected Financial Data	1
Part IV
Item 15.	Exhibits	3
Signatures			4

ii

Item 6. Selected Financial Data

	Fiscal Years
	2019		2018		2017		2016		2015
	(In thousands, except share and per common share data)
Statements of Operations Information:
Revenues
Oil and Gas Sales	$	601,218	$	493,909	$	223,963	$	159,691	$	202,639
Gain (Loss) on Derivative Instruments, Net	(128,837)		185,006		(14,667)		(14,819)		72,383
Other Revenue	21		9		23		31		36
Total Revenues	472,402		678,924		209,320		144,903		275,057
Operating Expenses
Production Expenses	118,899		66,646		49,733		45,680		52,108
Production Taxes	57,771		45,302		20,604		15,514		21,567
General and Administrative Expense	23,624		14,568		18,988		14,758		19,042
Depletion, Depreciation, Amortization and Accretion	210,201		119,780		59,500		61,244		137,770
Impairment of Oil and Natural Gas Properties	—		—		—		237,013		1,163,959
Impairment of Other Current Assets	6,398		—		—		—		—
Total Expenses	416,893		246,296		148,825		374,208		1,394,446
Income (Loss) from Operations	55,509		432,628		60,495		(229,305)		(1,119,389)
Interest Expense, Net of Capitalization	(79,229)		(86,005)		(70,286)		(64,486)		(58,360)
Write-off of Debt Issuance Costs	—		—		(95)		(1,090)		—
Loss on the Extinguishment of Debt	(23,187)		(173,430)		(993)		—		—
Debt Exchange Derivative Gain (Loss)	1,390		(598)		—		—		—
Contingent Consideration Loss	(29,512)		(28,968)		—		—		—
Financing Expense	(1,447)		(884)		—		—		—
Other Income (Expense)	157		891		116		(16)		(30)
Total Other Income (Expense)	(131,827)		(288,994)		(71,258)		(65,591)		(58,390)
Income (Loss) Before Income Taxes	(76,318)		143,634		(10,764)		(294,896)		(1,177,779)
Income Tax Provision (Benefit)	—		(55)		(1,570)		(1,402)		(202,424)
Net Income (Loss)	$	(76,318)	$	143,689	$	(9,194)	$	(293,494)	$	(975,355)
Net Income (Loss) Per Common Share – Basic	$	(0.20)	$	0.61	$	(0.15)	$	(4.80)	$	(16.08)
Net Income (Loss) Per Common Share – Diluted	$	(0.20)	$	0.61	$	(0.15)	$	(4.80)	$	(16.08)
Weighted Average Shares Outstanding – Basic	387,084,651		236,206,457		62,408,855		61,173,547		60,652,447
Weighted Average Shares Outstanding – Diluted	387,084,651		236,773,911		62,408,855		61,173,547		60,652,447
Statements of Cash Flows Information:
Net Cash Provided By Operating Activities	$	339,750	$	244,262	$	72,967	$	101,892	$	247,016
Net Cash Used For Investing Activities	$	(569,128)	$	(474,519)	$	(119,240)	$	(90,964)	$	(288,936)
Net Cash (Used For) Provided By Financing Activities	$	243,088	$	130,431	$	141,970	$	(7,832)	$	35,973

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	Fiscal Years
	2019		2018		2017		2016		2015
	(In thousands)
Balance Sheet Information:
Assets:
Cash and Cash Equivalents	$	16,068	$	2,358	$	102,183	$	6,486	$	3,390
Total Current Assets	133,037		228,415		152,758		46,894		122,030
Total Property and Equipment, Net	1,748,593		1,202,745		473,220		376,208		589,320
Total Assets	1,905,465		1,503,645		632,254		431,533		721,431
Liabilities:
Total Current Liabilities	203,477		231,526		123,575		77,444		78,115
Long-term Debt, Net	989,482		830,203		979,324		832,625		835,290
Total Liabilities	1,346,822		1,073,780		1,123,094		918,955		919,033
Total Stockholders’ Equity (Deficit)	558,643		429,865		(490,841)		(487,422)		(197,602)

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)            Documents filed as part of this Report:

1	Exhibits
	The exhibits listed below are filed or incorporated by reference as part of the annual report.

(b)            Exhibits:

31.1	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of the Section, nor shall it be deemed incorporated by reference in any filings under the Security Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filing.
104	The cover page from Northern Oil and Gas, Inc.’s Annual Report on Form 10-K/A for the year ended December 31, 2019, formatted in Inline XBRL	Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NORTHERN OIL AND GAS, INC.

Date:	July 10, 2020	By:	/s/ Nicholas O’Grady
			Nicholas O’Grady, Chief Executive Officer; Principal Executive Officer