NORTHERN OIL & GAS, INC. - FORM 8-K - EX-99.1

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EX-99.2 - EX-99.2 - NORTHERN OIL & GAS, INC.	d668231dex992.htm
8-K - FORM 8-K - NORTHERN OIL & GAS, INC.	d668231d8k.htm

Exhibit 99.1

UNAUDITED PRO FORMA FINANCIAL STATEMENTS AND OTHER DATA

On September 17, 2018, Northern Oil and Gas, Inc. (“Northern”, the “Company”, “we”, and “our”) completed the acquisition of certain oil and gas properties and interests from Pivotal Williston Basin, LP and Pivotal Williston Basin II, LP (together, the “Pivotal Entities”), effective as of June 1, 2018 (the “Pivotal Acquisition”). The acquired assets primarily consist of a package of producing wells, with the Company acquiring approximately 20.8 net producing wells and 2.2 net wells in process, as well as approximately 444 net acres in North Dakota. The purchase agreements provided for an aggregate purchase price consisting of (i) $68.4 million in cash (subject to typical closing and post-closing adjustments that we estimate will reduce the cash consideration to $48.2 million), (ii) 25,753,578 shares of our common stock, and (iii) potential additional contingent consideration if our common stock trades below certain price targets.

On October 1, 2018, we completed the acquisition of certain oil and gas properties and interests from WR Operating LLC (“W Energy”), effective as of July 1, 2018 (the “W Energy Acquisition”). The acquired assets consist of approximately 27.2 net producing wells and 5.9 net wells in progress, as well as approximately 10,633 net acres in North Dakota. The purchase agreement, as amended, provided for an aggregate purchase price consisting of (i) $117.1 million in cash (subject to typical closing and post-closing adjustments that we estimate will reduce the cash consideration to $97.8 million), (ii) 51,476,961 shares of our common stock, and (iii) potential additional contingent consideration if our common stock trades below certain price targets.

The following unaudited pro forma financial statements present our unaudited pro forma balance sheet as of September 30, 2018, unaudited pro forma statement of operations for the year ended December 31, 2017, and unaudited pro forma statement of operations for the nine months ended September 30, 2018. 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 Pivotal and W Energy Acquisitions, as if these transactions had occurred on January 1, 2017.

The unaudited pro forma balance sheet has been developed by applying pro forma adjustments to our historical balance sheet to give effect to the W Energy Acquisition as if this transaction had occurred on September 30, 2018. Because the Pivotal Acquisition occurred on September 17, 2018, its effects were already reflected in the Company’s September 30, 2018 balance sheet, and therefore no pro forma adjustments to our historical balance sheet were necessary in connection with the Pivotal Acquisition.

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 Pivotal and W Energy Acquisitions 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 September 30, 2018
	Historical Northern			Historical W Energy			Pro Forma W Energy Acquisition Adjustments					Pro Forma Combined
Assets
Current Assets:
Cash and cash equivalents	$	112,966		$	—		$	(77,838	)	(a	), (b)	$	35,128
Accounts receivable, net		90,476			12,128			(12,128	)	(b	)		90,476
Advances to operators		2,552			—			—					2,552
Prepaid expenses and other current assets		17,961			525			(525	)	(b	)		17,961
Due from Affiliates		—			113			(113	)	(b	)		—
Income tax receivable		785			—			—					785

Total current assets		224,740			12,766			(110,604	)				146,902

Oil and Natural Gas Properties, Full Cost Method of Accounting:
Proved properties		3,001,639			171,675			169,958		(a	), (c)		3,343,272
Unproved properties		1,237			—			—					1,237
Other property and equipment		998			5			(5	)	(b	)		998
Less accumulated depreciation, depletion, amortization and impairment		(2,185,893	)		(27,576	)		27,576		(c	)		(2,185,893	)

Oil and natural gas properties, net		817,981			144,104			197,529					1,159,614
Other Assets:
Deferred income taxes		785			—			—					785
Acquisition Deposit		20,000			—			(20,000	)	(a	)		—
Other noncurrent assets, net		5,443			—			—					5,443

Total Assets	$	1,068,949		$	156,870		$	86,925				$	1,312,744

Liabilities and Stockholders’ Equity (Deficit)/Members’ Capital
Current Liabilities:
Accounts payable	$	122,279		$	7,539		$	(7,539	)	(b	)	$	122,279
Accrued expenses		6,334			—			—					6,334
Accrued interest		10,267			—			—					10,267
Debt exchange derivative		6,030			—			—					6,030
Derivative instruments		61,637			—			—					61,637
Contingent Consideration		8,334			—			20,255		(a	)		28,589
Asset retirement obligations—current portion		497			—			—					497

Total current liabilities		215,378			7,539			12,716					235,633

Long-Term Liabilities:
Long-term debt, net		789,528			9,000			(9,000	)	(b	)		789,528
Derivative instruments		40,844			—			—					40,844
Debt exchange derivative		261			—			—					261
Contingent Consideration		1,019			—			2,704		(a	)		3,723
Asset retirement obligations, net of current portion		10,596			325			(325	)	(b	)		10,596
Other noncurrent liabilities		113			—			—					113

Total Liabilities	$	1,057,739		$	16,864		$	6,095				$	1,080,698

Stockholders’ Equity (Deficit)/Members’ Capital:
Preferred stock, par value $.001; 5,000,000 authorized, no shares outstanding		—			—			—					—
Common stock, par value $.001; 675,000,000 authorized, 334,209,986 shares outstanding		334			—			51		(a	)		385
Members’ Capital		—			140,006			(140,006	)	(b	)		—
Additional paid-in capital		1,026,053			—			220,785		(a	)		1,246,838
Accumulated deficit		(1,015,177	)		—			—					(1,015,177	)

Total stockholders’ equity/members’ capital		11,210			140,006			80,830					232,046

Total Liabilities and Stockholders’ Equity (Deficit)/Members’ Capital	$	1,068,949		$	156,870		$	86,925				$	1,312,744

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, 2017
	Historical Northern			Historical Pivotal Acquisition (f)		Pivotal Acquisition Adjustments					Historical W Energy Acquisition		W Energy Acquisition Adjustments					Pro Forma Combined
REVENUES
Oil and Gas Sales	$	223,963		$	50,047	$	—				$	35,496	$	—				$	309,506
Gain (Loss) on Derivative Instruments, Net		(14,667	)		—		—					—		—					(14,667	)
Other Revenue		23			—		—					—		—					23

Total Revenues		209,319			50,047		—					35,496		—					294,862

OPERATING EXPENSES
Production Expenses		49,733			12,206		—					9,252		—					71,191
Production Taxes		20,604			4,309		—					2,894		—					27,807
General and Administrative Expenses		18,988			—		—					2,577		—					21,565
Depletion, Depreciation, Amortization, and Accretion		59,500			—		20,941		(d	)		8,237		15,696		(e	)		104,374

Total Expenses		148,825			16,515		20,941					22,960		15,696					224,937

INCOME (LOSS) FROM OPERATIONS		60,494			33,532		(20,941	)				12,536		(15,696	)				69,925

OTHER INCOME AND EXPENSE
Interest Expense, Net of Capitalization		(70,286	)		—		—					—		—					(70,286	)
Write-Off of Debt Issuance Costs		(95	)		—		—					—		—					(95	)
Loss on the Extinguishment of Debt		(993	)		—		—					—		—					(993	)
Other Income (Expense)		116			—		—					46		—					162

Total Other Income (Expense)		(71,258	)		—		—					46		—					(71,212	)

INCOME (LOSS) BEFORE TAXES		(10,764	)		33,532		(20,941	)				12,582		(15,696	)				(1,287	)
INCOME TAX BENEFIT		(1,570	)		—		—					—		—					(1,570	)

NET INCOME (LOSS)	$	(9,194	)	$	33,532	$	(20,941	)			$	12,582	$	(15,696	)			$	283

Net Income (Loss) Per Common Share - Basic	$	(0.15	)															$	—
Net Income (Loss) Per Common Share - Diluted	$	(0.15	)															$	—
Weighted Average Shares Outstanding - Basic		62,408,855					25,753,578		(g	)				51,476,961		(a	)		139,639,394
Weighted Average Shares Outstanding - Diluted		62,408,855					26,113,957							51,476,961					139,999,773

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 Nine Months Ended September 30, 2018
	Historical Northern			Historical Pivotal Acquisition (f)		Pivotal Acquisition Adjustments					Historical W Energy Acquisition			W Energy Acquisition Adjustments					Pro Forma Combined
REVENUES
Oil and Gas Sales	$	341,343		$	50,677	$	—				$	68,246		$	—				$	460,266
Gain (Loss) on Derivative Instruments, Net		(105,622	)		—		—					—			—					(105,622	)
Other Revenue		8			—		—					—			—					8

Total Revenues		235,729			50,677		—					68,246			—					354,652

OPERATING EXPENSES
Production Expenses		45,198			7,661		—					12,733			—					65,592
Production Taxes		31,633			4,648		—					5,798			—					42,079
General and Administrative Expenses		9,593			—		—					1,656			—					11,249
Depletion, Depreciation, Amortization, and Accretion		71,485			—		12,060		(d	)		16,316			12,199		(e	)		112,060

Total Expenses		157,909			12,309		12,060					36,503			12,199					230,980

INCOME (LOSS) FROM OPERATIONS		77,820			38,368		(12,060	)				31,743			(12,199	)				123,672

OTHER INCOME AND EXPENSE
Interest Expense, Net of Capitalization		(65,948	)		—		—					(192	)		—					(66,140	)
Write-Off of Debt Issuance Costs		—			—		—					—			—					—
Loss on the Extinguishment of Debt		(100,375	)		—		—					—			—					(100,375	)
Debt Exchange Derivative Gain		13,063			—		—					—			—					13,063
Other Income (Expense)		837			—		—					—			—					837

Total Other Income (Expense)		(152,423	)		—		—					(192	)		—					(152,615	)

INCOME (LOSS) BEFORE TAXES		(74,603	)		38,368		(12,060	)				31,551			(12,199	)				(28,943	)
INCOME TAX BENEFIT		—			—		—					—			—					—

NET INCOME (LOSS)	$	(74,603	)	$	38,368	$	(12,060	)			$	31,551		$	(12,199	)			$	(28,943	)

Net Income (Loss) Per Common Share - Basic	$	(0.40	)																$	(0.11	)
Net Income (Loss) Per Common Share - Diluted	$	(0.40	)																$	(0.11	)
Weighted Average Shares Outstanding - Basic		188,152,998					24,432,882		(g	)					51,476,961		(a	)		264,062,841
Weighted Average Shares Outstanding - Diluted		188,152,998					24,432,882								51,476,961					264,062,841

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 September 30, 2018, unaudited pro forma statement of operations for the year ended December 31, 2017 and unaudited pro forma statement of operations for the nine months ended September 30, 2018. These unaudited statements have been developed by applying pro forma adjustments to our historical financial statements to give effect to the Pivotal and W Energy Acquisitions.

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

The pro forma adjustments related to the purchase price allocation of the Pivotal and W Energy Acquisitions 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 Pivotal Acquisition reflect the fair values of the assets as of September 17, 2018 (the closing date of the transaction). The pro forma adjustments related to the W Energy Acquisition reflect the fair values of the assets as of October 1, 2018 (the closing date of the transaction). The pro forma adjustments related to these acquisitions do not necessarily reflect the fair values that would have been recorded if the applicable acquisition had occurred on January 1, 2017 or September 30, 2018.

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, 2017 and the nine months ended September 30, 2018, the historical statements of revenues and direct operating expenses for the Pivotal Acquisition for the year ended December 31, 2017, and the six months ended June 30, 2018, and the historical financial statements and related notes for the W Energy Acquisition as of and for the year ended December 31, 2017, and the nine months ended September 30, 2018.

The pro forma financial information presented gives effect to pro forma events that are (1) directly attributable to the Pivotal and W Energy Acquisitions, (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 Pivotal and W Energy Acquisitions 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 W Energy Acquisition of $341.6 million, consisting of (i) $97.8 million in cash (which reflects the $117.1 million unadjusted cash consideration provided for in the purchase agreement, as amended, less $2.2 million of working capital adjustments made at closing and $17.0 million of additional estimated post-closing working capital adjustments), (ii) 51,476,961 shares of our common stock valued at $220.8 million, based on the $4.29 per share closing price of our common stock on the closing date of the W Energy Acquisition, and (iii) $23.0 million in value attributable to the potential additional contingent consideration.

(b)

Represents the elimination of historical assets, liabilities, and members’ capital related to the W Energy Acquisition that we are not acquiring or assuming.

(c)

Represents the elimination of the historical W Energy Acquisition proved oil and natural gas properties of $156.0 million and related accumulated depreciation, depletion, amortization, and accretion of $20.9 million, which was offset by the preliminary purchase price allocation for the W Energy Acquisition of $341.6 million, which was recorded as proved oil and natural gas properties.

(d)

Represents the increase 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 Pivotal Acquisition was consummated on January 1, 2017.

(e)

Represents the increase 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 W Energy Acquisition was consummated on January 1, 2017.

(f)

Represents the historical revenues and direct operating expenses of the Pivotal Acquisition up to the September 17, 2018 closing date of the acquisition. The additional revenues and direct operating expenses attributable to the Pivotal Acquisition from such closing date through September 30, 2018 are included in the Company’s historical results of operations for the nine months ended September 30, 2018.

(g)

Represents the impact on weighted average shares outstanding of the shares issued as consideration in the Pivotal Acquisition, as if the Pivotal Acquisition was consummated and thus the shares were issued on January 1, 2017 (rather than September 17, 2018).

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, the Pivotal Acquisition, and the W Energy Acquisition may have appeared had the Pivotal and W Energy Acquisitions occurred on January 1, 2017. 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 Form 10-K for the year ended December 31, 2017, based upon a reserve report prepared by the independent petroleum engineers as of December 31, 2017;

(b)	For the Pivotal Acquisition Historical Results: as reported in its audited statement of revenues and direct operating expenses and related footnotes for the year ended December 31, 2017, based upon a reserve report prepared by the independent petroleum engineers as of December 31, 2017;

(c)	For the W Energy Acquisition Historical Results: as reported in its audited financial statements and related footnotes for the years ended December 31, 2017 and 2016, based upon a reserve report prepared by their internal petroleum engineers as of December 31, 2017;

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, 2017, as well as pro forma proved developed and proved undeveloped reserves as of the beginning and end of the year, giving effect to the Pivotal and W Energy Acquisitions as if they had occurred on January 1, 2017. The pro forma standardized measure does not include future income taxes attributable to the Pivotal and W Energy Acquisitions as both 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, 2016		46,832			46,275			54,081

Acquisitions of reserves		—			—			—
Revisions of Previous Estimates		8,839			890			2,363
Extensions, Discoveries and Other Additions		27,637			20,184			24,790
Production		(5,188	)		(4,537	)		(5,402	)

Proved Developed and Undeveloped Reserves at December 31, 2017		78,120			62,812			75,832

Proved Developed Reserves:
December 31, 2016		32,808			32,245			37,713

December 31, 2017		46,518			38,592			46,345

Proved Undeveloped Reserves:
December 31, 2016		14,024			14,030			16,368

December 31, 2017		31,602			24,220			29,487


	Historical Pivotal Acquisition
	Natural Gas (MMcf)			Oil (MBbl)			MBOE
Proved Developed and Undeveloped Reserves at December 31, 2016		5,866			5,702			6,680

Acquisitions of reserves		363			104			165
Revisions of Previous Estimates		4,518			754			1,507
Extensions, Discoveries and Other Additions		—			—			—
Production		(1,706	)		(995	)		(1,279	)

Proved Developed and Undeveloped Reserves at December 31, 2017		9,041			5,565			7,072

Proved Developed Reserves:
December 31, 2016		5,866			5,702			6,680

December 31, 2017		9,041			5,565			7,072

Proved Undeveloped Reserves:
December 31, 2016		—			—			—

December 31, 2017		—			—			—


	Historical W Energy Acquisition
	Natural Gas (MMcf)			Oil (MBbl)			MBOE
Proved Developed and Undeveloped Reserves at December 31, 2016		4,272			1,330			2,042

Acquisitions of reserves		16,632			10,023			12,795
Revisions of Previous Estimates		54			14			23
Extensions, Discoveries and Other Additions		3,228			2,153			2,691
Production		(1,650	)		(582	)		(857	)

Proved Developed and Undeveloped Reserves at December 31, 2017		22,536			12,938			16,694

Proved Developed Reserves:
December 31, 2016		4,272			1,330			2,042

December 31, 2017		19,308			10,785			14,003

Proved Undeveloped Reserves:
December 31, 2016		—			—			—

December 31, 2017		3,228			2,153			2,691


	Combined Pro Forma
	Natural Gas (MMcf)			Oil (MBbl)			MBOE
Proved Developed and Undeveloped Reserves at December 31, 2016		56,970			53,307			62,803

Acquisitions of reserves		16,995			10,127			12,960
Revisions of Previous Estimates		13,411			1,658			3,893
Extensions, Discoveries and Other Additions		30,865			22,337			27,481
Production		(8,544	)		(6,114	)		(7,538	)

Proved Developed and Undeveloped Reserves at December 31, 2017		109,697			81,315			99,598

Proved Developed Reserves:
December 31, 2016		42,946			39,277			46,435

December 31, 2017		74,867			54,942			67,420

Proved Undeveloped Reserves:
December 31, 2016		14,024			14,030			16,368

December 31, 2017		34,830			26,373			32,178

Pro Forma Combined Standardized Measure of Discounted Future Net Cash Flows

(in thousands)


	As of December 31, 2017
	Historical Northern Oil and Gas			Historical Pivotal Acquisition			Historical W Energy Acquisition			Combined Pro forma
Future Cash Inflows	$	3,143,604		$	297,879		$	648,643		$	4,090,126
Future Production Costs		(1,265,525	)		(141,448	)		(233,791	)		(1,640,764	)
Future Development Costs		(409,360	)		(14,675	)		(57,217	)		(481,252	)
Future Income Tax Expense		(27,476	)		—			—			(27,476	)

Future Net Cash Flows		1,441,243			141,756			357,635			1,940,634

10% Annual Discount for Estimated Timing of Cash Flows		(687,257	)		(49,542	)		(183,833	)		(920,632	)

Standardized Measure of Discounted Future Net Cash Flows	$	753,986		$	92,214		$	173,802		$	1,020,002

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

(in thousands)


	Year ended December 31, 2017
	Historical Northern Oil and Gas			Historical Pivotal Acquisition			Historical W Energy Acquisition			Combined Pro forma
Standardized measure, beginning of year	$	379,026		$	62,616		$	20,929		$	462,571
Sales of oil and natural gas produced, net of production costs		(153,626	)		(33,533	)		(23,350	)		(210,509	)
Extensions and discoveries		217,146			—			28,019			245,165
Previously estimated development costs incurred		46,834			2,590			—			49,424
Net change of prices and production costs		216,217			27,236			2,594			246,047
Change in future development costs		(34,754	)		3,174			—			(31,580	)
Revisions of previous quantity estimates		28,915			19,789			231			48,935
Accretion of discount		37,942			6,262			14,631			58,835
Change in income taxes		(3,617	)		—			—			(3,617	)
Acquisition of reserves		—			2,329			133,213			135,542
Changes in timing and other		19,903			1,751			(2,465	)		19,189

Standardized measure, end of year	$	753,986		$	92,214		$	173,802		$	1,020,002

NORTHERN OIL & GAS, INC. - FORM 8-K - EX-99.1 - December 12, 2018

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NORTHERN OIL & GAS, INC. Reports