Northern Oil and Gas (NOG) 8-K/A Financial Statements and Exhibits

EXHIBIT 99.4

UNAUDITED PRO FORMA FINANCIAL STATEMENTS AND OTHER DATA

On July 1, 2019, Northern Oil and Gas, Inc. (“Northern”, the “Company”, “we”, and “our”) completed the acquisition of certain oil and gas properties and interests from VEN Bakken, LLC (“Seller”), a wholly-owned subsidiary of Flywheel Bakken, LLC (“Flywheel Bakken”), with an effective date of July 1, 2019 (the “VEN Bakken Acquisition”). At closing the acquired assets consisted of approximately 87.8 net producing wells and 4.1 net wells in process, as well as approximately 18,000 net acres in North Dakota. The Company paid closing consideration to Seller consisting of $170.1 million in cash, 5,602,147 shares of the Company’s common stock, and a 6.0% Senior Unsecured Promissory Note due 2022 in the aggregate principal amount of $130.0 million (the “Promissory Note”). The cash and Promissory Note portions of the consideration are net of preliminary and customary purchase price adjustments and remain subject to final post-closing settlement between the Company and Seller.

The following unaudited pro forma financial statements present (i) our unaudited pro forma balance sheet as of June 30, 2019, (ii) our unaudited pro forma statement of operations for the year ended December 31, 2018, and (iii) our unaudited pro forma statement of operations for the six months ended June 30, 2019. The unaudited pro forma balance sheet has been developed by applying pro forma adjustments to our historical balance sheet to give effect to the VEN Bakken Acquisition as if it had occurred on June 30, 2019. The unaudited pro forma statements of operations have been developed by applying pro forma adjustments to our historical statements of operations to give effect to the VEN Bakken Acquisition as if it had occurred on January 1, 2018.

The unaudited pro forma financial statements are for illustrative and informational purposes only and are not intended to represent or be indicative of what our results of operations would have been had the above transactions occurred as of or on the dates indicated. The unaudited pro forma financial statements also should not be considered representative of our future results of operations.

The pro forma adjustments related to the VEN Bakken Acquisition are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable and are subject to change. Accordingly, these pro forma adjustments are preliminary and have been made solely for the purpose of providing these unaudited pro forma financial statements. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. The differences, if any, could have a material impact on the accompanying unaudited pro forma financial statements and our future results of operations.

NORTHERN OIL AND GAS, INC.

PRO FORMA BALANCE SHEET

(in thousands)

(unaudited)

	As of June 30, 2019
	Historical Northern Oil and Gas			Historical VEN Bakken Acquisition			VEN Bakken Acquisition Adjustments				Pro Forma Combined
Assets
Current Assets:
Cash and cash equivalents	$	2,794		$	825		$	(825	)	(b)	$	2,794
Accounts receivable, net		87,697			15,864			(15,864	)	(b)		87,697
Advances to operators		1,425			—			—				1,425
Prepaid expenses and other		8,226			737			(737	)	(b)		8,226
Derivative instruments		32,531			550			(550	)	(b)		32,531
Income tax receivable		395			—			—				395
Total current assets		133,068			17,976			(17,976	)			133,068
Oil and Natural Gas Properties, Full Cost Method of Accounting:
Proved properties		3,607,214			314,280			5,861		(a), (c)		3,927,355
Unproved properties		9,249			—			—				9,249
Other property and equipment		1,609			—			—				1,609
Less accumulated depreciation, depletion, amortization and impairment		(2,324,790	)		(57,779	)		57,779		(b)		(2,324,790	)
Oil and natural gas properties, net		1,293,282			256,501			63,640				1,613,423
Other Assets:
Derivative instruments		26,610			1,063			(1,063	)	(b)		26,610
Deferred income taxes		420			—			—				420
Acquisition deposit		31,000			—			(31,000	)	(d)		—
Other noncurrent assets, net		10,012			253			(253	)	(b)		10,012
Total Assets	$	1,494,391		$	275,793		$	13,348			$	1,783,533
Liabilities and Stockholders’ Equity (Deficit)/Members’ Capital
Current Liabilities:
Accounts payable	$	93,355		$	10,458		$	(10,458	)	(b)		93,355
Accrued liabilities		83,880			—			—				83,880
Accrued interest		15,050			—			—				15,050
Debt exchange derivative		2,791			—			—				2,791
Derivative instruments		95			3,814			215		(a), (e)		4,124
Contingent consideration		36,992			—			—				36,992
Other current liabilities		566			243			(243	)	(b)		566
Total current liabilities		232,726			14,515			(10,486	)			236,758
Long-Term Liabilities:
Long-term debt, net		857,198			134,591			133,146		(f)		1,124,935
Derivative instruments		1,644			6,405			(740	)	(a), (e)		7,309
Asset retirement obligations		12,845			1,016			(1,016	)	(b)		12,845
Other noncurrent liabilities		329			1,336			(1,336	)	(b)		329
Total Liabilities		1,104,742			157,863			119,568				1,382,176
Commitments and Contingencies
Stockholders’ Equity/Members’ capital:
Preferred stock, par value $.001; 5,000,000 authorized, no shares outstanding		—			—			—				—
Common stock, par value $.001; 675,000,000 authorized, 389,435,991 shares outstanding at 6/30/2019		389			—			6		(g)		395
Members’ capital		—			117,930			(117,930	)	(b)		—
Additionalpaid-in capital		1,248,906			—			11,703		(g)		1,260,609
Retained deficit		(859,647	)		—			—				(859,647	)
Total stockholders’ equity/members’ capital		389,649			117,930			(106,221	)			401,357
Total Liabilities and Stockholders’ Equity/Members’ Capital	$	1,494,391		$	275,793		$	13,348			$	1,783,533

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

NORTHERN OIL AND GAS, INC.

PRO FORMA STATEMENT OF OPERATIONS

(in thousands, except share and per share numbers)

(unaudited)

	For the Year Ended December 31, 2018
	Historical Northern Oil and Gas			Historical VEN Bakken Acquisition			VEN Bakken Acquisition Adjustments				Pro Forma Combined
REVENUES
Oil and Gas Sales	$	493,909		$	183,563		$	—			$	677,472
Gain (Loss) on Derivative Instruments, Net		185,006			19,402			—				204,408
Other Revenue		9			—			—				9
Total Revenues		678,924			202,965			—				881,889
OPERATING EXPENSES
Production Expenses		66,646			42,392			—				109,038
Production Taxes		45,302			15,458			—				60,760
General and Administrative Expenses		14,568			4,967			—				19,535
Depletion, Depreciation, Amortization, and Accretion		119,780			39,473			5,870		(h)		165,123
Exploration and other expense		—			8			—				8
Impairment of Other Current Assets		—			—			—				—
Total Expenses		246,296			102,298			5,870				354,464
INCOME (LOSS) FROM OPERATIONS		432,628			100,667			(5,870	)			527,425
OTHER INCOME AND EXPENSE
Interest Expense, Net of Capitalization		(86,005	)		(7,561	)		(6,607	)	(i)		(100,173	)
Write-Off of Debt Issuance Costs		—			—			—				—
Loss on the Extinguishment of Debt		(173,430	)		—			—				(173,430	)
Debt Exchange Derivative Gain/(Loss)		(598	)		—			—				(598	)
Contingent Consideration Loss		(28,968	)		—			—				(28,968	)
Financing Expense		(884	)		—			—				(884	)
Other Income (Expense)		891			723			—				1,614
Total Other Income (Expense)		(288,994	)		(6,838	)		(6,607	)			(302,439	)
INCOME (LOSS) BEFORE TAXES		143,634			93,829			(12,477	)			224,986
INCOME TAX BENEFIT		(55	)		—			—				(55	)
NET INCOME (LOSS)	$	143,689		$	93,829		$	(12,477	)		$	225,041
Net Income (Loss) Per Common Share - Basic	$	0.61									$	0.93
Net Income (Loss) Per Common Share - Diluted	$	0.61									$	0.93
Weighted Average Shares Outstanding - Basic		236,206,457						5,602,147		(j)		241,808,604
Weighted Average Shares Outstanding - Diluted		236,773,911						5,602,147		(j)		242,376,058

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

NORTHERN OIL AND GAS, INC.

PRO FORMA STATEMENT OF OPERATIONS

(in thousands, except share and per share numbers)

(unaudited)

	For the Six Months Ended June 30, 2019
	Historical Northern Oil and Gas			Historical VEN Bakken Acquisition			VEN Bakken Acquisition Adjustments				Pro Forma Combined
REVENUES
Oil and Gas Sales	$	282,530		$	59,483		$	—			$	342,013
Gain (Loss) on Derivative Instruments, Net		(103,031	)		(31,157	)		—				(134,188	)
Other Revenue		7			—			—				7
Total Revenues		179,506			28,326			—				207,832
OPERATING EXPENSES
Production Expenses		50,799			19,086			—				69,885
Production Taxes		26,553			4,777			—				31,330
General and Administrative Expenses		11,300			2,042			—				13,342
Depletion, Depreciation, Amortization, and Accretion		91,225			15,723			(5,480	)	(h)		101,468
Exploration and other expense		—			2			—				2
Impairment of Other Current Assets		2,694			—			—				2,694
Total Expenses		182,571			41,630			(5,480	)			218,721
INCOME (LOSS) FROM OPERATIONS		(3,065	)		(13,304	)		5,480				(10,889	)
OTHER INCOME AND EXPENSE
Interest Expense, Net of Capitalization		(37,327	)		(3,390	)		(3,694	)	(i)		(44,411	)
Write-Off of Debt Issuance Costs		—			—			—				—
Loss on the Extinguishment of Debt		(425	)		—			—				(425	)
Debt Exchange Derivative Gain/(Loss)		1,413			—			—				1,413
Contingent Consideration Loss		(23,371	)		—			—				(23,371	)
Financing Expense		—			—			—				—
Other Income (Expense)		14			4			—				18
Total Other Income (Expense)		(59,696	)		(3,386	)		(3,694	)			(66,776	)
INCOME (LOSS) BEFORE TAXES		(62,762	)		(16,690	)		1,786				(77,665	)
INCOME TAX BENEFIT		—			—			—				—
NET INCOME (LOSS)	$	(62,762	)	$	(16,690	)	$	1,786			$	(77,665	)
Net Income (Loss) Per Common Share - Basic	$	(0.17	)								$	(0.20	)
Net Income (Loss) Per Common Share - Diluted	$	(0.17	)								$	(0.20	)
Weighted Average Shares Outstanding - Basic		374,927,630						5,602,147		(j)		380,529,777
Weighted Average Shares Outstanding - Diluted		374,927,630						5,602,147		(j)		380,529,777

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

NOTE 1. BASIS OF PRO FORMA PRESENTATION

These financial statements present our unaudited pro forma balance sheet as of June 30, 2019, unaudited pro forma statement of operations for the year ended December 31, 2018 and unaudited pro forma statement of operations for the six months ended June 30, 2019. These unaudited statements have been developed by applying pro forma adjustments to our historical financial statements to give effect to the VEN Bakken Acquisition.

The unaudited pro forma financial statements were prepared in accordance with RegulationS-X Article 11 of the Securities and Exchange Commission.

The pro forma adjustments related to the purchase price allocation of the VEN Bakken Acquisition are preliminary and are subject to revisions as additional information becomes available. Revisions to the preliminary purchase price allocation may have a significant impact on the pro forma amounts of depreciation, depletion, amortization, and accretion expense. The pro forma adjustments related to the VEN Bakken Acquisition reflect the fair values of the assets as of July 1, 2019 (the closing date of the transaction). The pro forma adjustments do not necessarily reflect the fair values that would have been recorded if the acquisition had occurred on January 1, 2018 or June 30, 2019.

The unaudited pro forma financial statements should be read together with our historical financial statements and the related notes as of and for the year ended December 31, 2018 and the six months ended June 30, 2019, and the historical financial statements and related notes for Flywheel Bakken as of and for the year ended December 31, 2018, and the six months ended June 30, 2019.

The pro forma financial information presented gives effect to pro forma events that are (1) directly attributable to the VEN Bakken Acquisition, (2) factually supportable and (3) with respect to the pro forma statements of operations, expected to have a continuing impact. The pro forma financial information is not necessarily indicative of financial results that would have been attained had the VEN Bakken Acquisition occurred on the date indicated or which could be achieved in the future. The pro forma adjustments are based on currently available information and certain estimates and assumptions. However, our management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial statements.

NOTE 2. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The accompanying unaudited pro forma combined financial statements reflect the following pro forma adjustments:

(a) Represents the preliminary purchase price allocation for the VEN Bakken Acquisition of $310.4 million, consisting of $320.1 million of proved oil and natural gas properties, which was reduced by $9.7 million of assumed derivative instrument liabilities.

(b) Represents the elimination of historical assets, liabilities, and members’ capital related to the VEN Bakken Acquisition that we are not acquiring or assuming.

(c) Represents the elimination of the historical VEN Bakken Acquisition proved oil and natural gas properties of $314.3 million, which was offset by additions of proved oil and natural gas properties from the VEN Bakken Acquisition of $320.1 million.

(d) Represents the elimination of the acquisition deposit for the VEN Bakken Acquisition, which was released to Seller at closing.

(e) Represents adjustments to the historical VEN Bakken Acquisition derivative instrument liabilities, which were assumed by the Company, to reflect their fair values at closing.

(f) Represents the elimination of the historical VEN Bakken Acquisition long-term debt, net of $134.6 million, which the Company did not assume, offset by a $267.7 million increase due to the issuance of the Promissory Note at closing and additional borrowing on our revolving credit facility to fund payment of the cash closing consideration.

(g) Represents the 5,602,147 shares of our common stock issued as part of the closing consideration, valued at $11.7 million based on the $2.09 per share closing price of our common stock on the closing date of the acquisition.

(h) Represents the increase (decrease) in depreciation, depletion, amortization, and accretion expense computed on a unit of production basis following the preliminary purchase price allocation to proved oil and natural gas properties, as if the VEN Bakken Acquisition was consummated on January 1, 2018.

(i) Represents the increase in interest expense due to the issuance of the Promissory Note at closing and additional borrowing on our revolving credit facility to fund payment of the cash closing consideration, as if the VEN Bakken Acquisition closed on January 1, 2018.

(j) Represents the impact on weighted average shares outstanding of the shares issued as consideration in the VEN Bakken Acquisition, as if the VEN Bakken Acquisition closed and thus the shares were issued on January 1, 2018 (rather than July 1, 2019).

SUPPLEMENTAL PRO FORMA COMBINED OIL AND NATURAL GAS RESERVE AND

STANDARDIZED MEASURE INFORMATION (UNAUDITED)

The following unaudited supplemental pro forma oil and natural gas reserve tables present how the combined oil and natural gas reserves and standardized measure information of the Company and the VEN Bakken Acquisition may have appeared had the VEN Bakken Acquisition occurred on January 1, 2018. The supplemental pro forma combined oil and natural gas reserves and standardized measure information are for illustrative purposes only.

All of the reserves are located in the United States. Reserve estimates are based on the following:

(a) For the Company’s Historical Results: as reported in our Annual Report on Form10-K for the year ended December 31, 2018, based upon a reserve report prepared by our independent petroleum engineers as of December 31, 2018;

(b) For the VEN Bakken Acquisition Historical Results: based upon a reserve report prepared by independent petroleum engineers as of December 31, 2018;

Numerous uncertainties are inherent in estimating quantities and values of proved reserves and in projecting future rates of production and the amount and timing of development expenditures, including many factors beyond the property owner’s control. Reserve engineering is a subjective process of estimating the recovery from underground accumulations of oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Because all reserve estimates are to some degree subjective, the quantities of oil and gas that are ultimately recovered, production and operating costs, the amount and timing of future development expenditures and future oil and gas sales prices may each differ from those assumed in these estimates. In addition, different reserve engineers may make different estimates of reserve quantities and cash flows based upon the same available data. The standardized measure shown below represents an estimate only and should not be construed as the current market value of the estimated oil and natural gas reserves reported below.

The pro forma estimates of proved reserves presented below include only those quantities of oil and natural gas that geologic and engineering data demonstrate with reasonable certainty to be recoverable in future periods from known reservoirs under existing economic, operating and regulatory practices. Proved developed reserves represent only those reserves estimated to be recovered through existing wells. Proved undeveloped reserves include those reserves that may be recovered from new wells on undrilled acreage or from existing wells on which a relatively major expenditure for recompletion or secondary recovery operation is required.

The following tables provide a summary of the changes in estimated proved reserves for the year ended December 31, 2018, as well as pro forma proved developed and proved undeveloped reserves as of the beginning and end of the year, giving effect to the VEN Bakken Acquisition as if it had occurred on January 1, 2018. The pro forma standardized measure does not include future income taxes attributable to the VEN Bakken Acquisition as the relevant entities are considered pass-through entities for tax purposes.

Estimated Pro Forma Combined Quantities of Proved Reserves

	Historical Northern Oil and Gas
	Natural Gas (MMcf)			Oil (Mbbl)			MBOE
Proved Developed and Undeveloped Reserves at December 31, 2017		78,120			62,812			75,832
Revisions of Previous Estimates		426			3,470			3,541
Extensions, Discoveries and Other Additions		28,348			28,516			33,241
Purchases of minerals in place		37,397			25,965			32,198
Production		(9,225	)		(7,790	)		(9,328	)
Proved Developed and Undeveloped Reserves at December 31, 2018		135,066			112,973			135,484
Proved Developed Reserves:
December 31, 2017		46,518			38,592			46,345
December 31, 2018		82,315			62,497			76,216
Proved Undeveloped Reserves:
December 31, 2017		31,602			24,220			29,487
December 31, 2018		52,752			50,476			59,268

	Historical VEN Bakken Acquisition
	Natural Gas (MMcf)			Oil (Mbbl)			MBOE
Proved Developed and Undeveloped Reserves at December 31, 2017		64,723			22,136			32,923
Revisions of Previous Estimates		(1,236	)		133			(73	)
Extensions, Discoveries and Other Additions		7,575			3,165			4,428
Purchases of minerals in place		—			—			—
Production		(3,806	)		(2,614	)		(3,248	)
Proved Developed and Undeveloped Reserves at December 31, 2018		67,256			22,820			34,029
Proved Developed Reserves:
December 31, 2017		37,031			11,798			17,970
December 31, 2018		37,801			13,333			19,633
Proved Undeveloped Reserves:
December 31, 2017		27,692			10,338			14,953
December 31, 2018		29,455			9,487			14,396

	Pro Forma Combined
	Natural Gas (MMcf)			Oil (Mbbl)			MBOE
Proved Developed and Undeveloped Reserves at December 31, 2017		142,843			84,948			108,755
Revisions of Previous Estimates		(810	)		3,603			3,468
Extensions, Discoveries and Other Additions		35,923			31,681			37,669
Purchases of minerals in place		37,397			25,965			32,198
Production		(13,031	)		(10,404	)		(12,576	)
Proved Developed and Undeveloped Reserves at December 31, 2018		202,322			135,793			169,513
Proved Developed Reserves:
December 31, 2017		83,549			50,390			64,315
December 31, 2018		120,116			75,830			95,849
Proved Undeveloped Reserves:
December 31, 2017		59,294			34,558			44,440
December 31, 2018		82,207			59,963			73,664

Pro Forma Combined Standardized Measure of Discounted Future Net Cash Flows

(in thousands)

	As of December 31, 2018
	Historical Northern Oil and Gas			Historical VEN Bakken Acquisition			Pro Forma Combined
Future Cash Inflows	$	7,524,587		$	1,711,364		$	9,235,951
Future Production Costs		(2,605,279	)		(734,266	)		(3,339,545	)
Future Development Costs		(784,615	)		(146,488	)		(931,103	)
Future Income Tax Expense		(611,989	)					(611,989	)
Future Net Cash Flows		3,522,704			830,610			4,353,314
10% Annual Discount for Estimated Timing of Cash Flows		(1,643,061	)		(366,552	)		(2,009,613	)
Standardized Measure of Discounted Future Net Cash Flows	$	1,879,643		$	464,058		$	2,343,701

Pro Forma Combined Changes in the Standardized Measure of Discounted Future Net Cash Flows

(in thousands)

	As of December 31, 2018
	Historical Northern Oil and Gas			Historical VEN Bakken Acquisition			Pro Forma Combined
Standardized measure, beginning of period	$	753,986		$	297,660		$	1,051,646
Sales of oil and natural gas produced, net of production costs		(381,961	)		(125,705	)		(507,666	)
Extensions and discoveries		549,353			64,588			613,941
Previously estimated development costs incurred		115,542			25,364			140,906
Net change of prices and production costs		484,122			167,319			651,441
Change in future development costs		(91,829	)		(8,237	)		(100,066	)
Revisions of previous quantity estimates		66,185			(1,145	)		65,040
Accretion of discount		75,800			29,766			105,566
Change in income taxes		(296,571	)		—			(296,571	)
Acquisition of reserves		502,193			—			502,193
Changes in timing and other		102,825			14,448			117,273
Standardized measure, end of period	$	1,879,643		$	464,058		$	2,343,703