NORTHERN OIL & GAS, INC. 10-K/A

nog-20191231 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. i TABLE OF CONTENTS Page Explanatory Note i Item 6. Selected Financial Data 1 Part IV Item 15. Exhibits 3 Signatures 4 ii Table of Contents 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 1 Table of Contents 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) 2 Table of Contents 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 3 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