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)
Delaware95-3848122
(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 ClassTrading Symbol(s) Name of Each Exchange On Which Registered
Common Stock, $0.001 par valueNOG 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
Selected Financial Data
   
Part IV
Exhibits
Signatures





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Table of Contents
Item 6. Selected Financial Data
 Fiscal Years
 20192018201720162015
 (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  $202,639  
Gain (Loss) on Derivative Instruments, Net(128,837) 185,006  (14,667) (14,819) 72,383  
Other Revenue21   23  31  36  
Total Revenues472,402  678,924  209,320  144,903  275,057  
Operating Expenses
Production Expenses118,899  66,646  49,733  45,680  52,108  
Production Taxes57,771  45,302  20,604  15,514  21,567  
General and Administrative Expense23,624  14,568  18,988  14,758  19,042  
Depletion, Depreciation, Amortization and Accretion210,201  119,780  59,500  61,244  137,770  
Impairment of Oil and Natural Gas Properties—  —  —  237,013  1,163,959  
Impairment of Other Current Assets6,398  —  —  —  —  
Total Expenses416,893  246,296  148,825  374,208  1,394,446  
Income (Loss) from Operations55,509  432,628  60,495  (229,305) (1,119,389) 
Interest Expense, Net of Capitalization(79,229) (86,005) (70,286) (64,486) (58,360) 
Write-off of Debt Issuance Costs—  —  (95) (1,090) —  
Loss on the Extinguishment of Debt(23,187) (173,430) (993) —  —  
Debt Exchange Derivative Gain (Loss)1,390  (598) —  —  —  
Contingent Consideration Loss(29,512) (28,968) —  —  —  
Financing Expense(1,447) (884) —  —  —  
Other Income (Expense)157  891  116  (16) (30) 
Total Other Income (Expense)(131,827) (288,994) (71,258) (65,591) (58,390) 
Income (Loss) Before Income Taxes(76,318) 143,634  (10,764) (294,896) (1,177,779) 
Income Tax Provision (Benefit)—  (55) (1,570) (1,402) (202,424) 
Net Income (Loss)$(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 – Basic387,084,651  236,206,457  62,408,855  61,173,547  60,652,447  
Weighted Average Shares Outstanding – Diluted387,084,651  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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Table of Contents
 Fiscal Years
 20192018201720162015
 (In thousands)
Balance Sheet Information:
Assets:
Cash and Cash Equivalents$16,068  $2,358  $102,183  $6,486  $3,390  
Total Current Assets133,037  228,415  152,758  46,894  122,030  
Total Property and Equipment, Net1,748,593  1,202,745  473,220  376,208  589,320  
Total Assets1,905,465  1,503,645  632,254  431,533  721,431  
Liabilities:     
Total Current Liabilities203,477  231,526  123,575  77,444  78,115  
Long-term Debt, Net989,482  830,203  979,324  832,625  835,290  
Total Liabilities1,346,822  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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Table of Contents
PART IV


Item 15. Exhibits and Financial Statement Schedules

(a)            Documents filed as part of this Report:
 Exhibits
The exhibits listed below are filed or incorporated by reference as part of the annual report.


(b)            Exhibits:
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 2002Filed herewith
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 2002Filed herewith
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 2002This 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.
104The 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 XBRLFiled 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, 2020By:/s/ Nicholas O’Grady
Nicholas O’Grady, Chief Executive Officer; Principal Executive Officer