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

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EX-99.4 - EX-99.4 - NORTHERN OIL & GAS, INC.	d553231dex994.htm
EX-99.3 - EX-99.3 - NORTHERN OIL & GAS, INC.	d553231dex993.htm
EX-99.2 - EX-99.2 - NORTHERN OIL & GAS, INC.	d553231dex992.htm
8-K - FORM 8-K - NORTHERN OIL & GAS, INC.	d553231d8k.htm

Exhibit 99.1

UNAUDITED PRO FORMA FINANCIAL STATEMENTS AND OTHER DATA

The following unaudited pro forma financial statements present our unaudited pro forma balance sheet as of June 30, 2018, unaudited pro forma statement of income for the year ended December 31, 2017, and unaudited pro forma statement of income for the six months ended June 30, 2017 and June 30, 2018. The unaudited pro forma statements of income have been developed by applying pro forma adjustments to our historical statements of income 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 Pivotal and W Energy Acquisitions, as if these transactions had occurred on June 30, 2018.

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 and do not give effect to the Refinancing.

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.

UNAUDITED PRO FORMA BALANCE SHEET

(in thousands)

(unaudited)


	As of June 30, 2018
	Historical Northern Oil and Gas, Inc.			Historical W Energy			Pro Forma W Energy Acquisition Adjustments				Pro Forma Pivotal Acquisition Adjustments				Pro Forma Combined
	(in thousands)
Assets
Current Assets:
Cash and Cash Equivalents	$	200,924		$	1,590		$	(101,590	)	(a), (c)	$	(60,600	)	(b)	$	40,324
Accounts Receivable, Net		68,273			10,042			(10,042	)	(c)		—				68,273
Advances to Operators		416			—			—				—				416
Prepaid Expenses and Other Current Assets		5,585			391			(391	)	(c)		—				5,585
Due from Affiliates		—			104			(104	)	(c)		—				—
Income Tax Receivables		785			—			—				—				785

Total Current Assets		275,983			12,127			(112,127	)			(60,600	)			115,383

Oil and Natural Gas Properties, Full Cost Method of Accounting:
Proved Properties		2,754,033			155,970			137,949		(a), (d)		149,193		(b)		3,197,145
Unproved Properties		1,830			—			—				—				1,830
Other Property and Equipment		963			4			(4	)	(c)		—				963
Less Accumulated Depreciation, Depletion, Amortization and Impairment		(2,155,813	)		(20,946	)		20,946		(d)		—				(2,155,813	)

Oil and Natural Gas Properties, Net		601,013			135,028			158,891				149,193				1,044,125

Other Assets:
Deferred Income Taxes		785			—			—				—				785
Other Noncurrent Assets, Net		5,302			—			—				—				5,302

Total Assets	$	883,083		$	147,155		$	46,764			$	88,593			$	1,165,595


Liabilities and Stockholders’ Equity (Deficit)/Members’ Capital
Current Liabilities:
Accounts Payable	$	92,176		$	10,260		$	(10,260	)	(c)	$	—			$	92,176
Accrued Expenses		5,917			—			—				—				5,917
Accrued Interest		4,860			—			—				—				4,860
Derivative Instruments		43,645			—			—				—				43,645
Debt Exchange Derivative		10,923			—			—				—				10,923
Asset Retirement Obligations—Current Portion		483			—			—				—				483

Total Current Liabilities		158,004			10,260			(10,260	)			—				158,004

Long-Term Liabilities:
Long-term debt, net		834,768			9,000			(9,000	)	(c)		—				834,768
Derivative instruments		28,611			—			—				—				28,611
Asset retirement obligations, net of current portion		9,400			318			(318	)	(c)		—				9,400
Other noncurrent liabilities		120			—			—				—				120

Total Liabilities		1,030,903			19,578			(19,578	)			—				1,030,903

Stockholders’ Equity (Deficit)/Members’ Capital:
Preferred stock, par value $.001; 5,000,000 authorized, no shares outstanding		—			—			—				—				—
“Common stock, par value $.001; 450,000,000 authorized, 375,725,746 shares outstanding”		294			—			56		(a)		26		(b)		376
Additional paid-in capital		886,041			—			193,863		(a)		88,567		(b)		1,168,471
Members’ Capital		—			127,577			(127,577	)	(c)		—				—
Accumulated deficit		(1,034,155	)		—			—				—				(1,034,155	)

Total Stockholders’ Equity/Members’ Capital		(147,820	)		127,577			66,342				88,593				134,692


Total Liability and Stockholders’ Equity (Deficit)/Members’ Capital	$	883,083		$	147,155		$	46,764			$	88,593			$	1,165,595

The accompanying notes are an integral part of these financial statements.

NORTHERN OIL AND GAS, INC.

UNAUDITED PRO FORMA INCOME STATEMENT

(in thousands)

(unaudited)


	For the Year Ended December 31, 2017
	Historical Northern Oil and Gas			Historical Pivotal(g)			Pivotal Acquisition Adjustments				Historical W Energy		W Energy Acquisition Adjustment				Northern Oil and Gas Combined Pro Forma
	(in thousands)
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 Expense		18,988			—			—				2,577		—				21,565
Depletion, Depreciation, Amortization and Accretion		59,500			—			21,142		(e)		8,237		12,629		(f)		101,508

Total Expenses		148,825			16,515			21,142				22,960		12,629				222,071

Income (Loss) from Operations		60,494			(229,305	)		(21,142	)			12,536		(12,629	)			72,791


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 Income Taxes		(10,764	)		33,532			(21,142	)			12,582		(12,629	)			1,579
Income Tax Benefit		(1,570	)		—			—				—		—				(1,570	)

Net (Loss) Income	$	(9,194	)	$	33,532		$	(21,142	)		$	12,582	$	(12,629	)		$	3,149


	For the Six Months Ended June 30, 2018
	Historical Northern Oil and Gas			Historical Pivotal(g)		Pivotal Acquisition Adjustments					Historical W Energy			W Energy Acquisition Adjustment					Northern Oil and Gas Combined Pro Forma
	(in thousands)
Revenues
Oil and Gas Sales	$	195,928		$	30,217	$	—				$	41,416		$	—				$	267,561
Gain (Loss) on Derivative Instruments, Net		(62,474	)		—		—					—			—					(62,474	)
Other Revenue		5			—		—					—			—					5

Total Revenues		133,459			30,217		—					41,416			—					205,092


Operating Expenses
Production Expenses		27,037			4,964		—					9,089			—					41,090
Production Taxes		18,054			2,757		—					2,430			—					23,241
General and Administrative Expense		4,918			—		—					1,158			—					6,076
Depletion, Depreciation, Amortization and Accretion		41,227			—		10,163		(e	)		9,680			6,035		(f	)		67,105

Total Expenses		91,236			7,721		10,163					22,357			6,035					137,512

Income (Loss) from Operations		42,223			22,496		(10,163	)				19,059			(6,035	)				67,580


Other Income and Expense
Interest Expense, Net of Capitalization		(45,510	)		—		—					(76	)		—					(45,586	)
Write-off of Debt Issuance Costs		—			—		—					—			—					—
Loss on the Extinguishment of Debt		(90,833	)		—		—					—			—					(90,833	)
Other Income (Expense)		538			—		—					—			—					538

Total Other Income (Expense)		(135,805	)		—		—					(76	)		—					(135,881	)

Income (Loss) Before Income Taxes		(93,582	)		22,496		(10,163	)				18,983			(6,035	)				(68,301	)
Income Tax Benefit		—			—		—					—			—					—

Net (Loss) Income	$	(93,582	)	$	22,496	$	(10,163	)			$	18,983		$	(6,035	)			$	(68,301	)

The accompanying notes are an integral part of these financial statements.

NORTHERN OIL AND GAS, INC.

UNAUDITED PRO FORMA INCOME STATEMENT

(in thousands)

(unaudited)


	For the Six Months Ended June 30, 2017
	Historical Northern Oil and Gas			Historical Pivotal(g)		Pivotal Acquisition Adjustments					Historical W Energy		W Energy Acquisition Adjustments					Northern Oil and Gas Combined Pro Forma
	(in thousands)
Revenues
Oil and Gas Sales	$	97,229		$	27,730	$	—				$	14,336	$	—				$	139,295
Gain (Loss) on Derivative Instruments, Net		33,474			—		—					—		—					33,474
Other Revenue		16			—		—					—		—					16

Total Revenues		130,719			27,730		—					14,336		—					172,785


Operating Expenses
Production Expenses		23,812			7,790		—					3,665		—					35,267
Production Taxes		8,901			2,520		—					1,180		—					12,601
General and Administrative Expenses		7,926			—		—					1,170		—					9,096
Depletion, Depreciation, Amortization, and Accretion		26,511			—		11,875		(e	)		2,046		7,482		(f	)		47,914

Total Expenses		67,150			10,310		11,875					8,061		7,482					104,878

Income (Loss) from Operations		63,569			17,420		(11,875	)				6,275		(7,482	)				67,907


Other Income and Expense
Interest Expense, Net of Capitalization		(32,732	)		—		—					—		—					(32,732	)
Write-off of Debt Issuance Costs		(95	)		—		—					—		—					(95	)
Loss on the Extinguishment of Debt		—			—		—					—		—					(993	)
Other Income (Expense)		—			—		—					—		—					—

Total Other Income (Expense)		(32,827	)		—		—					—		—					(32,827	)

Income (Loss) Before Taxes		30,742			17,420		(11,875	)				6,275		(7,482	)				35,080
Income Tax Benefit		—			—		—					—		—					—

Net Income (Loss)	$	30,742		$	17,420	$	(11,875	)			$	6,275	$	(7,482	)			$	35,080

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 June 30, 2018, unaudited pro forma statement of operations for the year ended December 31, 2017 and unaudited pro forma statement of operations for the six months ended June 30, 2018 and 2017. 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 and impairment for full cost ceiling limitation. The pro forma adjustments related to the Pivotal and W Energy Acquisitions reflect the fair values of the assets as of September 17, 2018. 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 June 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 six months ended June 30, 2018 and 2017, 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 2017, and the historical financial statements and related notes for the W Energy Acquisition as of and for the years ended December 31, 2017 and 2016, and the six months ended June 30, 2018 and 2017.

The pro forma financial information presented reflects events directly attributable to the Pivotal and W Energy Acquisitions and certain assumptions that we believe are reasonable. 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 transaction 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 $100.0 million in cash and 56,371,899 shares of our common stock valued as of September 17, 2018 at $3.44 (the closing price) per share for total consideration of $293.9 million. The shares will be subject to a limited lock-up over a 13-month post-closing period, which includes a mechanism for potential additional consideration if our common stock trades below certain price targets. The price targets range from $3.49 to $3.79 per share.

(b)

Represents the preliminary purchase price allocation for the Pivotal Acquisition of $60.6 million in cash and 25,753,578 shares of our common stock valued as of September 17, 2018 at $3.44 (the closing price) per share for total consideration of $149.2 million. The shares will be subject to a limited lock-up over a 13-month post-closing period, which includes a mechanism for potential additional consideration if our common stock trades below certain price targets. The price targets range from $3.10 to $3.40 per share.

(c)

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

(d)

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 $293.9 million, which was recorded as proved oil and natural gas properties.

(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 Pivotal Acquisition was consummated on January 1, 2017.

(f)

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.

(g)

Represents the historical revenues and direct operating expenses of the Pivotal Acquisition.

NOTE 3. 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 Acquisition 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

(in thousands)


	Historical Northern Oil and Gas
	Natural Gas			Oil
	(MMcf)			(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			Oil
	(MMcf)			(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			Oil
	(MMcf)			(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


	Northern Oil and Gas Combined Pro Forma
	Natural Gas			Oil
	(MMcf)			(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			Northern Oil and Gas 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)


	As of December 31, 2017
	Historical Northern Oil and Gas			Historical Pivotal Acquisition			Historical W Energy Acquisition			Northern Oil and Gas combined Pro forma
Standard 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

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

NORTHERN OIL & GAS, INC. - FORM 8-K - EX-99.1 - September 19, 2018

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NORTHERN OIL & GAS, INC. Reports