NOG Northern Oil and Gas Inc

FYTRUECorrection of Item 6. Selected Financial Data for 2017, 2016 and 20152019--12-31000110448500011044852019-01-012019-12-31iso4217:USD00011044852019-06-28xbrli:shares00011044852020-03-10

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.

TABLE OF CONTENTS

Page

Explanatory Note

i

Item 6.

Selected Financial Data

1

Part IV

Item 15.

Exhibits

3

Signatures

4

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