10-K/A

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

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

	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

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

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Nicholas O’Grady, certify that:

1.I have reviewed this Amendment No.1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended December 31, 2019 of Northern Oil and Gas, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  July 10, 2020	By:  /s/ Nicholas O’Grady
	Nicholas O’Grady Principal Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Chad Allen, certify that:

1.I have reviewed this Amendment No.1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended December 31, 2019 of Northern Oil and Gas, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  July 10, 2020	By:  /s/ Chad Allen
	Chad Allen Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Amendment No. 1 on Form 10-K/A to the Annual Report of Northern Oil and Gas, Inc. (the “Company”), on Form 10-K for the period ended December 31, 2019, which Amendment No. 1 on Form 10-K/A was filed with the United States Securities and Exchange Commission on the date hereof, (the “Report”), each of the undersigned officers of the Company hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  July 10, 2020	By:  /s/ Nicholas O’Grady
	Nicholas O’Grady Principal Executive Officer

Dated:  July 10, 2020	By:  /s/ Chad Allen
	Chad Allen Principal Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

DOCUMENT AND ENTITY INFORMATION - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Mar. 10, 2020	Jun. 28, 2019
Cover [Abstract]
Document Type	10-K/A
Document Fiscal Period Focus	FY
Document Annual Report	true
Document Period End Date	Dec. 31, 2019
Document Transition Report	false
Amendment Flag	true
Amendment Description	Correction of Item 6. Selected Financial Data for 2017, 2016 and 2015
Document Fiscal Year Focus	2019
Current Fiscal Year End Date	--12-31
Entity File Number	001-33999
Entity Registrant Name	NORTHERN OIL AND GAS, INC.
Entity Central Index Key	0001104485
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-3848122
Entity Address, Address Line One	601 Carlson Pkwy – Suite 990
Entity Address, City or Town	Minnetonka
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55305
City Area Code	952
Local Phone Number	476-9800
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	NOG
Security Exchange Name	NYSEAMER
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 547.5
Entity Common Stock, Shares Outstanding		406,021,004
Documents Incorporated by Reference	No documents are incorporated by reference.