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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Northern Oil and Gas Inc | AMEX:NOG | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.00 | 0 | 01:00:00 |
Delaware
|
95-3848122
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
|
|
Page
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
Condensed Financial Statements (unaudited)
|
|
|
Condensed Balance Sheets
|
|
|
Condensed Statements of Operations
|
|
|
Condensed Statements of Cash Flows
|
|
|
Condensed Statements of Stockholders’ Deficit
|
|
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Notes to Condensed Financial Statements
|
|
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
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Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
|
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|
Item 4.
|
Controls and Procedures
|
|
|
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|
PART II – OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
|
|
Item 1A.
|
Risk Factors
|
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
Signatures
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and Cash Equivalents
|
$
|
200,924,143
|
|
|
$
|
102,183,191
|
|
Accounts Receivable, Net
|
68,273,411
|
|
|
46,851,682
|
|
||
Advances to Operators
|
416,002
|
|
|
604,977
|
|
||
Prepaid and Other Expenses
|
5,584,787
|
|
|
2,333,288
|
|
||
Income Tax Receivable
|
785,016
|
|
|
785,016
|
|
||
Total Current Assets
|
275,983,359
|
|
|
152,758,154
|
|
||
|
|
|
|
||||
Property and Equipment:
|
|
|
|
|
|
||
Oil and Natural Gas Properties, Full Cost Method of Accounting
|
|
|
|
|
|
||
Proved
|
2,754,032,103
|
|
|
2,585,490,133
|
|
||
Unproved
|
1,829,834
|
|
|
1,699,344
|
|
||
Other Property and Equipment
|
963,364
|
|
|
981,303
|
|
||
Total Property and Equipment
|
2,756,825,301
|
|
|
2,588,170,780
|
|
||
Less – Accumulated Depreciation, Depletion and Impairment
|
(2,155,812,722
|
)
|
|
(2,114,951,189
|
)
|
||
Total Property and Equipment, Net
|
601,012,579
|
|
|
473,219,591
|
|
||
|
|
|
|
||||
Deferred Income Taxes (Note 9)
|
785,000
|
|
|
785,000
|
|
||
Other Noncurrent Assets, Net
|
5,301,565
|
|
|
5,490,934
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
883,082,503
|
|
|
$
|
632,253,679
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|||||||
Current Liabilities:
|
|
|
|
|
|
||
Accounts Payable
|
$
|
92,176,052
|
|
|
$
|
93,152,297
|
|
Accrued Expenses
|
5,916,909
|
|
|
6,339,425
|
|
||
Accrued Interest
|
4,859,913
|
|
|
4,836,112
|
|
||
Debt Exchange Derivative
|
10,923,000
|
|
|
—
|
|
||
Derivative Instruments
|
43,644,644
|
|
|
18,681,891
|
|
||
Asset Retirement Obligations
|
483,365
|
|
|
565,521
|
|
||
Total Current Liabilities
|
158,003,883
|
|
|
123,575,246
|
|
||
|
|
|
|
||||
Long-term Debt, Net
|
834,767,656
|
|
|
979,324,222
|
|
||
Derivative Instruments
|
28,611,421
|
|
|
11,496,929
|
|
||
Asset Retirement Obligations
|
9,399,503
|
|
|
8,562,607
|
|
||
Other Noncurrent Liabilities
|
120,298
|
|
|
135,225
|
|
||
|
|
|
|
||||
Total Liabilities
|
$
|
1,030,902,761
|
|
|
$
|
1,123,094,229
|
|
|
|
|
|
||||
Commitments and Contingencies (Note 8)
|
|
|
|
|
|
||
|
|
|
|
||||
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
||
Preferred Stock, Par Value $.001; 5,000,000 Authorized, No Shares Outstanding
|
—
|
|
|
—
|
|
||
Common Stock, Par Value $.001; 450,000,000 Authorized (6/30/2018 – 293,600,269
Shares Outstanding and 12/31/2017 – 66,791,633 Shares Outstanding) |
293,600
|
|
|
66,792
|
|
||
Additional Paid-In Capital
|
886,041,475
|
|
|
449,666,390
|
|
||
Retained Deficit
|
(1,034,155,333
|
)
|
|
(940,573,732
|
)
|
||
Total Stockholders’ Deficit
|
(147,820,258
|
)
|
|
(490,840,550
|
)
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
883,082,503
|
|
|
$
|
632,253,679
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
REVENUES
|
|
|
|
|
|
|
|
||||||||
Oil, Natural Gas, and NGL Sales
|
$
|
109,046,878
|
|
|
$
|
48,381,006
|
|
|
$
|
195,927,692
|
|
|
$
|
97,229,228
|
|
Gain (Loss) on Derivative Instruments, Net
|
(42,202,788
|
)
|
|
16,513,032
|
|
|
(62,474,239
|
)
|
|
33,473,915
|
|
||||
Other Revenue
|
1,809
|
|
|
7,844
|
|
|
5,909
|
|
|
15,590
|
|
||||
Total Revenues
|
66,845,899
|
|
|
64,901,882
|
|
|
133,459,362
|
|
|
130,718,733
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
||||
Production Expenses
|
14,548,922
|
|
|
12,137,540
|
|
|
27,037,344
|
|
|
23,811,889
|
|
||||
Production Taxes
|
10,131,843
|
|
|
4,439,774
|
|
|
18,054,157
|
|
|
8,901,040
|
|
||||
General and Administrative Expenses
|
3,251,239
|
|
|
4,317,139
|
|
|
4,918,114
|
|
|
7,926,083
|
|
||||
Depletion, Depreciation, Amortization and Accretion
|
22,596,028
|
|
|
13,682,452
|
|
|
41,226,657
|
|
|
26,510,595
|
|
||||
Total Operating Expenses
|
50,528,032
|
|
|
34,576,905
|
|
|
91,236,272
|
|
|
67,149,607
|
|
||||
|
|
|
|
|
|
|
|
||||||||
INCOME FROM OPERATIONS
|
16,317,867
|
|
|
30,324,977
|
|
|
42,223,090
|
|
|
63,569,126
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Expense, Net of Capitalization
|
(22,403,373
|
)
|
|
(16,428,164
|
)
|
|
(45,510,134
|
)
|
|
(32,731,970
|
)
|
||||
Write-off of Debt Issuance Costs
|
—
|
|
|
(95,135
|
)
|
|
—
|
|
|
(95,135
|
)
|
||||
Loss on the Extinguishment of Debt
|
(90,832,975
|
)
|
|
—
|
|
|
(90,832,975
|
)
|
|
—
|
|
||||
Other Income
|
371,783
|
|
|
181
|
|
|
538,418
|
|
|
361
|
|
||||
Total Other Income (Expense)
|
(112,864,565
|
)
|
|
(16,523,118
|
)
|
|
(135,804,691
|
)
|
|
(32,826,744
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
INCOME (LOSS) BEFORE INCOME TAXES
|
(96,546,698
|
)
|
|
13,801,859
|
|
|
(93,581,601
|
)
|
|
30,742,382
|
|
||||
|
|
|
|
|
|
|
|
||||||||
INCOME TAX PROVISION (BENEFIT)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
NET INCOME (LOSS)
|
$
|
(96,546,698
|
)
|
|
$
|
13,801,859
|
|
|
$
|
(93,581,601
|
)
|
|
$
|
30,742,382
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) Per Common Share – Basic
|
$
|
(0.49
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.71
|
)
|
|
$
|
0.50
|
|
Net Income (Loss) Per Common Share – Diluted
|
$
|
(0.49
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.71
|
)
|
|
$
|
0.50
|
|
Weighted Average Shares Outstanding – Basic
|
196,140,610
|
|
|
61,643,862
|
|
|
131,039,552
|
|
|
61,545,555
|
|
||||
Weighted Average Shares Outstanding – Diluted
|
196,140,610
|
|
|
61,885,952
|
|
|
131,039,552
|
|
|
61,928,799
|
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net Income (Loss)
|
$
|
(93,581,601
|
)
|
|
$
|
30,742,382
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
||
Depletion, Depreciation, Amortization and Accretion
|
41,226,657
|
|
|
26,510,595
|
|
||
Amortization of Debt Issuance Costs
|
2,634,689
|
|
|
1,910,243
|
|
||
Write-off of Debt Issuance Costs
|
—
|
|
|
95,135
|
|
||
Loss on Extinguishment of Debt
|
90,832,975
|
|
|
—
|
|
||
Amortization/Accretion of 8% Senior Notes Premium/Discount
|
172,792
|
|
|
239,798
|
|
||
Deferred Income Taxes
|
—
|
|
|
—
|
|
||
(Gain) Loss on the Mark-to-Market of Derivative Instruments
|
42,077,245
|
|
|
(31,228,544
|
)
|
||
Share-Based Compensation Expense
|
579,629
|
|
|
1,497,183
|
|
||
Other
|
(104,249
|
)
|
|
25,856
|
|
||
Changes in Working Capital and Other Items:
|
|
|
|
|
|
||
Accounts Receivable, Net
|
(21,232,360
|
)
|
|
(144,477
|
)
|
||
Prepaid and Other Expenses
|
(3,251,499
|
)
|
|
(1,321,846
|
)
|
||
Accounts Payable
|
4,605,679
|
|
|
1,682,518
|
|
||
Accrued Interest
|
26,414
|
|
|
(21,652
|
)
|
||
Accrued Expenses
|
(369,485
|
)
|
|
(243,356
|
)
|
||
Net Cash Provided by Operating Activities
|
63,616,886
|
|
|
29,743,835
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Drilling and Development Capital Expenditures
|
(110,720,408
|
)
|
|
(40,360,663
|
)
|
||
Acquisition of Oil and Natural Gas Properties
|
(48,974,802
|
)
|
|
(2,387,511
|
)
|
||
Proceeds from Sale of Oil, Natural Gas, and Other Properties
|
21,689
|
|
|
171,451
|
|
||
Proceeds from Sale of Other Property and Equipment
|
46,000
|
|
|
—
|
|
||
Purchases of Other Property and Equipment
|
(51,954
|
)
|
|
—
|
|
||
Net Cash Used for Investing Activities
|
(159,679,475
|
)
|
|
(42,576,723
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Advances on Revolving Credit Facility
|
—
|
|
|
24,000,000
|
|
||
Repayments on Revolving Credit Facility
|
—
|
|
|
(13,000,000
|
)
|
||
Borrowings Under Term Loan Credit Agreement
|
60,000,000
|
|
|
—
|
|
||
Issuance of Common Stock
|
141,709,681
|
|
|
—
|
|
||
Debt Issuance Costs Paid
|
(6,557,191
|
)
|
|
(297,392
|
)
|
||
Repurchase of Common Stock – Tax Obligations
|
(348,949
|
)
|
|
(546,989
|
)
|
||
Net Cash Provided by Financing Activities
|
194,803,541
|
|
|
10,155,619
|
|
||
|
|
|
|
||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
98,740,952
|
|
|
(2,677,269
|
)
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD
|
102,183,191
|
|
|
6,486,098
|
|
||
|
|
|
|
||||
CASH AND CASH EQUIVALENTS – END OF PERIOD
|
$
|
200,924,143
|
|
|
$
|
3,808,829
|
|
|
Common Stock
|
|
Additional Paid-In
|
|
Retained
|
|
Total Stockholders'
|
|||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Deficit
|
|||||||||
December 31, 2017
|
66,791,633
|
|
|
$
|
66,792
|
|
|
$
|
449,666,390
|
|
|
$
|
(940,573,732
|
)
|
|
$
|
(490,840,550
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Restricted Stock Awards
|
3,153,302
|
|
|
3,153
|
|
|
—
|
|
|
—
|
|
|
3,153
|
|
||||
Equity Issuances, Net of Offering Costs
|
96,926,019
|
|
|
96,926
|
|
|
141,612,755
|
|
|
—
|
|
|
141,709,681
|
|
||||
Debt Exchange Agreements
|
121,774,822
|
|
|
121,775
|
|
|
279,192,385
|
|
|
—
|
|
|
279,314,160
|
|
||||
Acquisition of Oil and Natural Gas Properties
|
6,000,000
|
|
|
6,000
|
|
|
15,234,000
|
|
|
—
|
|
|
15,240,000
|
|
||||
Restricted Stock Forfeitures
|
(892,086
|
)
|
|
(892
|
)
|
|
—
|
|
|
—
|
|
|
(892
|
)
|
||||
Share Based Compensation
|
—
|
|
|
—
|
|
|
684,740
|
|
|
—
|
|
|
684,740
|
|
||||
Restricted Stock Surrenders - Tax Obligations
|
(153,421
|
)
|
|
(154
|
)
|
|
(348,795
|
)
|
|
—
|
|
|
(348,949
|
)
|
||||
Net Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(93,581,601
|
)
|
|
(93,581,601
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|||||||||
June 30, 2018
|
293,600,269
|
|
|
$
|
293,600
|
|
|
$
|
886,041,475
|
|
|
$
|
(1,034,155,333
|
)
|
|
$
|
(147,820,258
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Capitalized Certain Payroll and Other Internal Costs
|
$
|
182,081
|
|
|
$
|
240,771
|
|
|
$
|
352,931
|
|
|
$
|
445,644
|
|
Capitalized Interest Costs
|
38,170
|
|
|
33,000
|
|
|
73,235
|
|
|
71,768
|
|
||||
Total
|
$
|
220,251
|
|
|
$
|
273,771
|
|
|
$
|
426,166
|
|
|
$
|
517,412
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Weighted Average Common Shares Outstanding – Basic
|
196,140,610
|
|
|
61,643,862
|
|
|
131,039,552
|
|
|
61,545,555
|
|
Plus: Potentially Dilutive Common Shares Including Stock Options and Restricted Stock
|
—
|
|
|
242,090
|
|
|
—
|
|
|
383,244
|
|
Weighted Average Common Shares Outstanding – Diluted
|
196,140,610
|
|
|
61,885,952
|
|
|
131,039,552
|
|
|
61,928,799
|
|
|
|
|
|
|
|
|
|
||||
Restricted Stock and Stock Options Excluded From EPS Due To The Anti-Dilutive Effect
|
367,329
|
|
|
575,229
|
|
|
301,721
|
|
|
350,870
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Supplemental Cash Items:
|
|
|
|
||||
Cash Paid During the Period for Interest
|
$
|
35,063,530
|
|
|
$
|
30,634,506
|
|
Cash Paid During the Period for Income Taxes
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Non-cash Investing Activities:
|
|
|
|
||||
Oil and Natural Gas Properties Included in Accounts Payable
|
80,096,568
|
|
|
65,167,643
|
|
||
Capitalized Asset Retirement Obligations
|
593,381
|
|
|
862,911
|
|
||
Compensation Capitalized on Oil and Gas Properties
|
107,372
|
|
|
143,030
|
|
||
Issuance of Common Stock - Acquisitions of Oil and Natural Gas Properties
|
15,240,000
|
|
|
—
|
|
||
|
|
|
|
||||
Non-cash Financing Activities:
|
|
|
|
||||
Exchange transactions - non-cash securities issued:
|
|
|
|
||||
Issuance of 8.50% Second Lien Notes due 2023
|
344,279,000
|
|
|
—
|
|
||
Issuance of Common Stock - fair value at issuance date
|
279,314,160
|
|
|
—
|
|
||
|
|
|
|
||||
Exchange Transactions - non-cash securities exchanged:
|
|
|
|
||||
8.00% Unsecured Senior Notes due 2020 - carrying value
|
(543,683,185
|
)
|
|
—
|
|
|
June 30, 2018
|
||||||||||||||
|
Principal Balance
|
|
Unamortized Net Discount
|
|
Debt Issuance Costs, Net
|
|
Long-term Debt, Net
|
||||||||
8% Senior Notes
|
$
|
149,560,000
|
|
|
$
|
(218,413
|
)
|
|
$
|
(1,159,378
|
)
|
|
148,182,209
|
|
|
Second Lien Notes
|
344,279,000
|
|
|
—
|
|
|
(4,810,488
|
)
|
|
339,468,512
|
|
||||
Term Loan Credit Agreement
|
360,000,000
|
|
|
—
|
|
|
(12,883,065
|
)
|
|
347,116,935
|
|
||||
Total
|
$
|
853,839,000
|
|
|
$
|
(218,413
|
)
|
|
$
|
(18,852,931
|
)
|
|
$
|
834,767,656
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 31, 2017
|
||||||||||||||
|
Principal Balance
|
|
Unamortized Net Discount
|
|
Debt Issuance Costs, Net
|
|
Long-term Debt, Net
|
||||||||
8% Senior Notes
|
$
|
700,000,000
|
|
|
$
|
(1,197,954
|
)
|
|
$
|
(6,847,557
|
)
|
|
691,954,489
|
|
|
Term Loan Credit Agreement
|
300,000,000
|
|
|
—
|
|
|
(12,630,267
|
)
|
|
287,369,733
|
|
||||
Total
|
$
|
1,000,000,000
|
|
|
$
|
(1,197,954
|
)
|
|
$
|
(19,477,824
|
)
|
|
$
|
979,324,222
|
|
•
|
default in any payment of interest on any Note when due, continued for
30 days
;
|
•
|
default in the payment of principal of or premium, if any, on any Note when due;
|
•
|
failure by the Company to comply with its other obligations under the Indenture, in certain cases subject to notice and grace periods;
|
•
|
payment defaults and accelerations with respect to other indebtedness of the Company and certain of its subsidiaries, if any, in the aggregate principal amount of
$25.0 million
or more;
|
•
|
certain events of bankruptcy, insolvency or reorganization of the Company or a significant subsidiary or group of restricted subsidiaries that, taken together, would constitute a significant subsidiary;
|
•
|
failure by the Company or any significant subsidiary or group of restricted subsidiaries that, taken together, would constitute a significant subsidiary to pay certain final judgments aggregating in excess of
$25.0 million
within
60 days
; and
|
•
|
any guarantee of the Notes by a guarantor ceases to be in full force and effect, is declared null and void in a judicial proceeding or is denied or disaffirmed by its maker.
|
|
Six Months Ended June 30, 2018
|
|
Year Ended December 31, 2017
|
||
Beginning Balance
|
66,791,633
|
|
|
63,259,781
|
|
Restricted Stock Grants
|
3,153,302
|
|
|
911,355
|
|
Debt Exchanges
|
121,774,822
|
|
|
—
|
|
Equity Offerings and Acquisitions
|
102,926,019
|
|
|
—
|
|
Legal Settlement
|
—
|
|
|
3,000,000
|
|
Other Surrenders - Tax Obligations
|
(153,421
|
)
|
|
(270,510
|
)
|
Other Forfeitures
|
(892,086
|
)
|
|
(108,993
|
)
|
Ending Balance
|
293,600,269
|
|
|
66,791,633
|
|
|
Six Months Ended
June 30, 2018 |
|||||
|
Number of
Shares |
|
Weighted-Average Grant Date Fair Value (per Award)
|
|||
Restricted Stock Awards:
|
|
|
|
|||
Restricted Shares Outstanding at Beginning of Period
|
1,721,533
|
|
|
$
|
3.65
|
|
Shares Granted
|
950,355
|
|
|
2.64
|
|
|
Lapse of Restrictions
|
(623,775
|
)
|
|
3.20
|
|
|
Shares Forfeited
|
(892,086
|
)
|
|
4.00
|
|
|
Restricted Shares Outstanding at End of Period
|
1,156,027
|
|
|
$
|
2.78
|
|
|
Stock Option Awards
(1)
|
|
Weighted-Average Exercise Price
|
|
Weighted Average Contractual Term
|
|||
Outstanding as of 12/31/2017
|
250,000
|
|
|
$
|
2.79
|
|
|
1.0
|
Granted
|
—
|
|
|
—
|
|
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
|
|
Expired or canceled
|
—
|
|
|
—
|
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
|
Outstanding as of 6/30/2018
|
250,000
|
|
|
$
|
2.79
|
|
|
0.4
|
Performance
|
|
Aggregate Shares Vested
|
Less than Target I
|
|
0 shares
|
Target I to Target II
|
|
327,500 shares
|
Target II to Target III
|
|
660,000 shares
|
Greater than or equal to Target III
|
|
997,500 shares
|
|
Six Months Ended June 30, 2018
|
|||||
|
Number of
Shares |
|
Weighted-Average Grant Date Fair Value (per Award)
|
|||
Outstanding as of 12/31/2017
|
—
|
|
|
$
|
—
|
|
Shares Granted
|
997,500
|
|
|
2.70
|
|
|
Lapse of Restrictions
|
—
|
|
|
—
|
|
|
Shares Forfeited
|
—
|
|
|
—
|
|
|
Outstanding as of 6/30/2018
|
997,500
|
|
|
$
|
2.70
|
|
Performance
|
|
Aggregate Shares Vested
|
Less than Target I
|
|
0 shares
|
Target I to Target II
|
|
327,500 shares
|
Target II to Target III
|
|
660,000 shares
|
Greater than or equal to Target III
|
|
997,500 shares
|
|
Six Months Ended June 30, 2018
|
|||||
|
Number of
Shares |
|
Weighted-Average Grant Date Fair Value (per Award)
|
|||
Outstanding as of 12/31/2017
|
—
|
|
|
$
|
—
|
|
Shares Granted
|
997,500
|
|
|
1.67
|
|
|
Lapse of Restrictions
|
—
|
|
|
—
|
|
|
Shares Forfeited
|
—
|
|
|
—
|
|
|
Outstanding as of 6/30/2018
|
997,500
|
|
|
$
|
1.67
|
|
|
June 1, 2018
|
||
Risk-free interest rate
|
2.10
|
%
|
|
Dividend yield
|
—
|
%
|
|
Expected volatility
|
100.00
|
%
|
|
Company's closing stock price on grant date
|
$
|
2.70
|
|
Fair value per Performance Award II
|
$
|
1.67
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Current Income Tax Provision (Benefit)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred Income Tax Provision (Benefit)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal
|
(19,180,000
|
)
|
|
4,699,000
|
|
|
(18,560,000
|
)
|
|
10,649,000
|
|
||||
State
|
(4,228,000
|
)
|
|
424,000
|
|
|
(4,091,000
|
)
|
|
960,000
|
|
||||
Valuation Allowance
|
23,408,000
|
|
|
(5,123,000
|
)
|
|
22,651,000
|
|
|
(11,609,000
|
)
|
||||
Total Income Tax Provision (Benefit)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fair Value Measurements at June 30, 2018 Using
|
||||||||||
|
Quoted Prices In Active Markets for Identical Assets (Liabilities)
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||
Commodity Derivatives – Current Asset (crude oil swaps)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity Derivatives – Noncurrent Asset (crude oil swaps)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Commodity Derivatives – Current Liabilities (crude oil swaps)
|
—
|
|
|
(43,644,644
|
)
|
|
—
|
|
|||
Commodity Derivatives – Noncurrent Liabilities (crude oil swaps)
|
—
|
|
|
(28,611,421
|
)
|
|
—
|
|
|||
Debt Exchange Derivatives – Current Liabilities
|
—
|
|
|
—
|
|
|
(10,923,000
|
)
|
|||
Total
|
$
|
—
|
|
|
$
|
(72,256,065
|
)
|
|
$
|
(10,923,000
|
)
|
|
Fair Value Measurements at December 31, 2017 Using
|
||||||||||
|
Quoted Prices In Active Markets for Identical Assets (Liabilities)
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||
Commodity Derivatives – Current Asset (crude oil swaps)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commodity Derivatives – Noncurrent Asset (crude oil swaps)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Commodity Derivatives – Current Liabilities (crude oil swaps)
|
—
|
|
|
(18,681,891
|
)
|
|
—
|
|
|||
Commodity Derivatives – Noncurrent Liabilities (crude oil swaps)
|
—
|
|
|
(11,496,929
|
)
|
|
—
|
|
|||
Total
|
$
|
—
|
|
|
$
|
(30,178,820
|
)
|
|
$
|
—
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cash Received (Paid) on Settled Derivatives
|
$
|
(12,266,857
|
)
|
|
$
|
2,341,030
|
|
|
$
|
(20,396,994
|
)
|
|
$
|
2,245,371
|
|
Non-Cash Mark-to-Market Gain (Loss) on Derivatives
|
(29,935,931
|
)
|
|
14,172,002
|
|
|
(42,077,245
|
)
|
|
31,228,544
|
|
||||
Gain (Loss) on Derivative Instruments, Net
|
$
|
(42,202,788
|
)
|
|
$
|
16,513,032
|
|
|
$
|
(62,474,239
|
)
|
|
$
|
33,473,915
|
|
Year
|
|
Volumes (Bbl)
|
|
Weighted
Average Price ($)
|
||
2018
|
|
2,003,660
|
|
|
57.83
|
|
2019
|
|
3,160,000
|
|
|
55.85
|
|
2020
|
|
1,730,980
|
|
|
52.55
|
|
2021 and beyond
|
|
631,600
|
|
|
55.67
|
|
Type of Crude Oil Contract
|
|
Balance Sheet Location
|
|
June 30, 2018 Estimated Fair Value
|
|
December 31, 2017 Estimated Fair Value
|
||||
Derivative Liabilities:
|
|
|
|
|
|
|
|
|
||
Swap Contracts
|
|
Current Liabilities
|
|
$
|
(43,644,644
|
)
|
|
$
|
(18,681,891
|
)
|
Swap Contracts
|
|
Noncurrent Liabilities
|
|
(28,611,421
|
)
|
|
(11,496,929
|
)
|
||
Total Derivative Liabilities
|
|
|
|
$
|
(72,256,065
|
)
|
|
$
|
(30,178,820
|
)
|
|
Estimated Fair Value at June 30, 2018
|
||||||||||
|
Gross Amounts of
Recognized Assets (Liabilities) |
|
Gross Amounts Offset
in the Balance Sheet |
|
Net Amounts of Assets (Liabilities) Presented in the Balance Sheet
|
||||||
Offsetting of Derivative Assets:
|
|
|
|||||||||
Current Assets
|
$
|
12,921
|
|
|
$
|
(12,921
|
)
|
|
$
|
—
|
|
Noncurrent Assets
|
13,659
|
|
|
(13,659
|
)
|
|
—
|
|
|||
Total Derivative Assets
|
$
|
26,580
|
|
|
$
|
(26,580
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Offsetting of Derivative Liabilities:
|
|
|
|
||||||||
Current Liabilities
|
$
|
(43,657,565
|
)
|
|
$
|
12,921
|
|
|
$
|
(43,644,644
|
)
|
Noncurrent Liabilities
|
(28,625,080
|
)
|
|
13,659
|
|
|
(28,611,421
|
)
|
|||
Total Derivative Liabilities
|
$
|
(72,282,645
|
)
|
|
$
|
26,580
|
|
|
$
|
(72,256,065
|
)
|
|
Estimated Fair Value at December 31, 2017
|
||||||||||
|
Gross Amounts of
Recognized Assets (Liabilities) |
|
Gross Amounts Offset
in the Balance Sheet |
|
Net Amounts of Assets (Liabilities) Presented in the Balance Sheet
|
||||||
Offsetting of Derivative Assets:
|
|
|
|||||||||
Current Assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-Current Assets
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Derivative Assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Offsetting of Derivative Liabilities:
|
|
|
|
||||||||
Current Liabilities
|
$
|
(18,681,891
|
)
|
|
$
|
—
|
|
|
$
|
(18,681,891
|
)
|
Non-Current Liabilities
|
(11,496,929
|
)
|
|
—
|
|
|
(11,496,929
|
)
|
|||
Total Derivative Liabilities
|
$
|
(30,178,820
|
)
|
|
$
|
—
|
|
|
$
|
(30,178,820
|
)
|
•
|
Oil price differentials
. The price differential between our Williston Basin well head price and the NYMEX WTI benchmark price is driven by the additional cost to transport oil from the Williston Basin via train, barge, pipeline or truck to refineries.
|
•
|
Gain (loss) on derivative instruments, net.
We utilize commodity derivative financial instruments to reduce our exposure to fluctuations in the price of oil. Gain (loss) on derivative instruments, net is comprised of (i) cash gains and losses we recognize on settled derivatives during the period, and (ii) non-cash market-to-market gains and losses we incur on derivative instruments outstanding at period end.
|
•
|
Production expenses.
Production expenses are daily costs incurred to bring oil and natural gas out of the ground and to the market, together with the daily costs incurred to maintain our producing properties. Such costs also include field personnel compensation, salt water disposal, utilities, maintenance, repairs and servicing expenses related to our oil and natural gas properties.
|
•
|
Production taxes.
Production taxes are paid on produced oil and natural gas based on a percentage of revenues from products sold at market prices (not hedged prices) or at fixed rates established by federal, state or local taxing authorities. We seek to take full advantage of all credits and exemptions in our various taxing jurisdictions. In general, the production taxes we pay correlate to the changes in oil and natural gas revenues.
|
•
|
Depreciation, depletion, amortization and impairment.
Depreciation, depletion, amortization and impairment includes the systematic expensing of the capitalized costs incurred to acquire, explore and develop oil and natural gas properties. As a full cost company, we capitalize all costs associated with our development and acquisition efforts and allocate these costs to each unit of production using the units-of-production method.
|
•
|
General and administrative expenses.
General and administrative expenses include overhead, including payroll and benefits for our corporate staff, costs of maintaining our headquarters, costs of managing our acquisition and development operations, franchise taxes, audit and other professional fees and legal compliance.
|
•
|
Interest expense.
We finance a portion of our working capital requirements, capital expenditures and acquisitions with borrowings. As a result, we incur interest expense that is affected by both fluctuations in interest rates and our financing decisions. We capitalize a portion of the interest paid on applicable borrowings into our full cost pool. We include interest expense that is not capitalized into the full cost pool, the amortization of deferred financing costs and bond premiums (including origination and amendment fees), commitment fees and annual agency fees as interest expense.
|
•
|
Income tax expense.
Our provision for taxes includes both federal and state taxes. We record our federal income taxes in accordance with accounting for income taxes under GAAP, which results in the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized.
|
•
|
the timing and success of drilling and production activities by our operating partners;
|
•
|
the prices and the supply and demand for oil, natural gas and NGLs;
|
•
|
the quantity of oil and natural gas production from the wells in which we participate;
|
•
|
changes in the fair value of the derivative instruments we use to reduce our exposure to fluctuations in the price of oil;
|
•
|
our ability to continue to identify and acquire high-quality acreage and drilling opportunities; and
|
•
|
the level of our operating expenses.
|
|
Three Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Average NYMEX Prices
(a)
|
|
|
|
||||
Natural Gas (per Mcf)
|
$
|
2.83
|
|
|
$
|
3.14
|
|
Oil (per Bbl)
|
$
|
67.97
|
|
|
$
|
48.15
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Average NYMEX Prices
(a)
|
|
|
|
||||
Natural Gas (per Mcf)
|
$
|
2.96
|
|
|
$
|
3.10
|
|
Oil (per Bbl)
|
$
|
65.49
|
|
|
$
|
49.95
|
|
(a)
|
Based on average NYMEX closing prices.
|
Year
|
|
Volumes (Bbl)
|
|
Weighted
Average Price ($) |
||
2018
|
|
2,003,660
|
|
|
57.83
|
|
2019
|
|
3,160,000
|
|
|
55.85
|
|
2020
|
|
1,730,980
|
|
|
52.55
|
|
2021 and beyond
|
|
631,600
|
|
|
55.67
|
|
|
Three Months Ended June 30,
|
|||||||||
|
2018
|
|
2017
|
|
% Change
|
|||||
Net Production:
|
|
|
|
|
|
|||||
Oil (Bbl)
|
1,625,788
|
|
|
1,054,263
|
|
|
54
|
%
|
||
Natural Gas and NGLs (Mcf)
|
1,736,651
|
|
|
1,206,103
|
|
|
44
|
%
|
||
Total (Boe)
|
1,915,230
|
|
|
1,255,280
|
|
|
53
|
%
|
||
|
|
|
|
|
|
|
|
|
||
Net Sales:
|
|
|
|
|
|
|
|
|
||
Oil Sales
|
$
|
101,036,507
|
|
|
$
|
43,531,170
|
|
|
132
|
%
|
Natural Gas and NGL Sales
|
8,010,371
|
|
|
4,849,836
|
|
|
65
|
%
|
||
Gain (Loss) on Settled Derivatives
|
(12,266,857
|
)
|
|
2,341,030
|
|
|
|
|||
Gain (Loss) on Mark-to-Market of Derivative Instruments
|
(29,935,931
|
)
|
|
14,172,002
|
|
|
|
|||
Other Revenue
|
1,809
|
|
|
7,844
|
|
|
|
|||
Total Revenues
|
66,845,899
|
|
|
64,901,882
|
|
|
3
|
%
|
||
|
|
|
|
|
|
|
|
|
||
Average Sales Prices:
|
|
|
|
|
|
|
|
|
||
Oil (per Bbl)
|
$
|
62.20
|
|
|
$
|
41.29
|
|
|
51
|
%
|
Effect of Gain (Loss) on Settled Derivatives on Average Price (per Bbl)
|
(7.55
|
)
|
|
2.22
|
|
|
|
|||
Oil Net of Settled Derivatives (per Bbl)
|
54.65
|
|
|
43.51
|
|
|
26
|
%
|
||
Natural Gas and NGLs (per Mcf)
|
4.61
|
|
|
4.02
|
|
|
15
|
%
|
||
Realized Price on a Boe Basis Including all Realized Derivative Settlements
|
50.58
|
|
|
40.41
|
|
|
25
|
%
|
||
|
|
|
|
|
|
|
|
|
||
Operating Expenses:
|
|
|
|
|
|
|
|
|
||
Production Expenses
|
$
|
14,548,922
|
|
|
$
|
12,137,540
|
|
|
20
|
%
|
Production Taxes
|
10,131,843
|
|
|
4,439,774
|
|
|
128
|
%
|
||
General and Administrative Expense
|
3,251,239
|
|
|
4,317,139
|
|
|
(25
|
)%
|
||
Depletion, Depreciation, Amortization and Accretion
|
22,596,028
|
|
|
13,682,452
|
|
|
65
|
%
|
||
|
|
|
|
|
|
|
|
|
||
Costs and Expenses (per Boe):
|
|
|
|
|
|
|
|
|
||
Production Expenses
|
$
|
7.60
|
|
|
$
|
9.67
|
|
|
(21
|
)%
|
Production Taxes
|
5.29
|
|
|
3.54
|
|
|
49
|
%
|
||
General and Administrative Expense
|
1.70
|
|
|
3.44
|
|
|
(51
|
)%
|
||
Depletion, Depreciation, Amortization and Accretion
|
11.80
|
|
|
10.90
|
|
|
8
|
%
|
||
Net Producing Wells at Period End
|
248.3
|
|
|
218.8
|
|
|
13
|
%
|
|
Three Months Ended June 30,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Depletion
|
$
|
11.70
|
|
|
$
|
10.76
|
|
|
$
|
0.94
|
|
|
9
|
%
|
Depreciation, Amortization and Accretion
|
0.10
|
|
|
0.14
|
|
|
(0.04
|
)
|
|
(29
|
)%
|
|||
Total DD&A Expense
|
$
|
11.80
|
|
|
$
|
10.90
|
|
|
$
|
0.90
|
|
|
8
|
%
|
|
Six Months Ended June 30,
|
|||||||||
|
2018
|
|
2017
|
|
% Change
|
|||||
Net Production:
|
|
|
|
|
|
|||||
Oil (Bbl)
|
2,980,390
|
|
|
2,068,358
|
|
|
44
|
%
|
||
Natural Gas and NGLs (Mcf)
|
3,326,165
|
|
|
2,303,073
|
|
|
44
|
%
|
||
Total (Boe)
|
3,534,751
|
|
|
2,452,204
|
|
|
44
|
%
|
||
|
|
|
|
|
|
|||||
Net Sales:
|
|
|
|
|
|
|
|
|
||
Oil Sales
|
$
|
180,179,820
|
|
|
$
|
87,870,317
|
|
|
105
|
%
|
Natural Gas and NGL Sales
|
15,747,872
|
|
|
9,358,911
|
|
|
68
|
%
|
||
Gain (Loss) on Settled Derivatives
|
(20,396,994
|
)
|
|
2,245,371
|
|
|
|
|||
Gain (Loss) on Mark-to-Market of Derivative Instruments
|
(42,077,245
|
)
|
|
31,228,544
|
|
|
|
|||
Other Revenue
|
5,909
|
|
|
15,590
|
|
|
|
|||
Total Revenues
|
133,459,362
|
|
|
130,718,733
|
|
|
2
|
%
|
||
|
|
|
|
|
|
|||||
Average Sales Prices:
|
|
|
|
|
|
|
|
|
||
Oil (per Bbl)
|
$
|
60.52
|
|
|
$
|
42.48
|
|
|
42
|
%
|
Effect of Gain (Loss) on Settled Derivatives on Average Price (per Bbl)
|
(6.84
|
)
|
|
1.09
|
|
|
|
|||
Oil Net of Settled Derivatives (per Bbl)
|
53.68
|
|
|
43.57
|
|
|
23
|
%
|
||
Natural Gas and NGLs (per Mcf)
|
4.73
|
|
|
4.06
|
|
|
17
|
%
|
||
Realized Price on a Boe Basis Including all Realized Derivative Settlements
|
49.71
|
|
|
40.57
|
|
|
23
|
%
|
||
|
|
|
|
|
|
|||||
Operating Expenses:
|
|
|
|
|
|
|
|
|
||
Production Expenses
|
$
|
27,037,344
|
|
|
$
|
23,811,889
|
|
|
14
|
%
|
Production Taxes
|
18,054,157
|
|
|
8,901,040
|
|
|
103
|
%
|
||
General and Administrative Expense
|
4,918,114
|
|
|
7,926,083
|
|
|
(38
|
)%
|
||
Depletion, Depreciation, Amortization and Accretion
|
41,226,657
|
|
|
26,510,595
|
|
|
56
|
%
|
||
|
|
|
|
|
|
|||||
Costs and Expenses (per Boe):
|
|
|
|
|
|
|
|
|
||
Production Expenses
|
$
|
7.65
|
|
|
$
|
9.71
|
|
|
(21
|
)%
|
Production Taxes
|
5.11
|
|
|
3.63
|
|
|
41
|
%
|
||
General and Administrative Expense
|
1.39
|
|
|
3.23
|
|
|
(57
|
)%
|
||
Depletion, Depreciation, Amortization and Accretion
|
11.66
|
|
|
10.81
|
|
|
8
|
%
|
||
Net Producing Wells at Period End
|
248.3
|
|
|
218.8
|
|
|
13
|
%
|
|
Six Months Ended June 30,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
Depletion
|
$
|
11.56
|
|
|
$
|
10.67
|
|
|
$
|
0.89
|
|
|
8
|
%
|
Depreciation, Amortization and Accretion
|
0.10
|
|
|
0.14
|
|
|
(0.04
|
)
|
|
(29
|
)%
|
|||
Total DD&A Expense
|
$
|
11.66
|
|
|
$
|
10.81
|
|
|
$
|
0.85
|
|
|
8
|
%
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Income (Loss)
|
$
|
(96,546,698
|
)
|
|
$
|
13,801,859
|
|
|
$
|
(93,581,601
|
)
|
|
$
|
30,742,382
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impact of Selected Items:
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Gain) Loss on the Mark-to-Market of Derivative Instruments
|
29,935,931
|
|
|
(14,172,002
|
)
|
|
42,077,245
|
|
|
(31,228,544
|
)
|
||||
Write-off of Debt Issuance Costs
|
—
|
|
|
95,135
|
|
|
—
|
|
|
95,135
|
|
||||
Loss on the Extinguishment of Debt
|
90,832,975
|
|
|
—
|
|
|
90,832,975
|
|
|
—
|
|
||||
Selected Items, Before Income Taxes
|
120,768,906
|
|
|
(14,076,867
|
)
|
|
132,910,220
|
|
|
(31,133,409
|
)
|
||||
Income Tax of Selected Items
(1)
|
(6,180,382
|
)
|
|
99,518
|
|
|
(9,912,004
|
)
|
|
159,429
|
|
||||
Selected Items, Net of Income Taxes
|
114,588,524
|
|
|
(13,977,349
|
)
|
|
122,998,216
|
|
|
(30,973,980
|
)
|
||||
Adjusted Net Income (Loss)
|
$
|
18,041,826
|
|
|
$
|
(175,490
|
)
|
|
$
|
29,416,615
|
|
|
$
|
(231,598
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Shares Outstanding – Basic
|
196,140,610
|
|
|
61,643,862
|
|
|
131,039,552
|
|
|
61,545,555
|
|
||||
Weighted Average Shares Outstanding – Diluted
|
196,413,013
|
|
|
61,885,952
|
|
|
131,248,726
|
|
|
61,928,799
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) Per Common Share – Basic
|
$
|
(0.49
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.71
|
)
|
|
$
|
0.50
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impact of Selected Items, Net of Income Taxes
|
0.58
|
|
|
(0.22
|
)
|
|
0.93
|
|
|
(0.50
|
)
|
||||
Adjusted Net Income (Loss) Per Common Share – Basic
|
$
|
0.09
|
|
|
$
|
—
|
|
|
$
|
0.22
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Net Income (Loss) Per Common Share – Diluted
|
$
|
(0.49
|
)
|
|
$
|
0.22
|
|
|
$
|
(0.71
|
)
|
|
$
|
0.50
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impact of Selected Items, Net of Income Taxes
|
0.58
|
|
|
(0.22
|
)
|
|
0.93
|
|
|
(0.50
|
)
|
||||
Adjusted Net Income (Loss) Per Common Share – Diluted
|
$
|
0.09
|
|
|
$
|
—
|
|
|
$
|
0.22
|
|
|
$
|
—
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Income (Loss)
|
$
|
(96,546,698
|
)
|
|
$
|
13,801,859
|
|
|
$
|
(93,581,601
|
)
|
|
$
|
30,742,382
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Expense
|
22,403,373
|
|
|
16,428,164
|
|
|
45,510,134
|
|
|
32,731,970
|
|
||||
Income Tax Benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Depreciation, Depletion, Amortization and Accretion
|
22,596,028
|
|
|
13,682,452
|
|
|
41,226,657
|
|
|
26,510,595
|
|
||||
Non-Cash Share Based Compensation
|
1,324,038
|
|
|
910,737
|
|
|
438,193
|
|
|
1,533,359
|
|
||||
Write-off of Debt Issuance Costs
|
—
|
|
|
95,135
|
|
|
—
|
|
|
95,135
|
|
||||
Loss on the Extinguishment of Debt
|
90,832,975
|
|
|
—
|
|
|
90,832,975
|
|
|
—
|
|
||||
(Gain) Loss on the Mark-to-Market of Derivative Instruments
|
29,935,931
|
|
|
(14,172,002
|
)
|
|
42,077,245
|
|
|
(31,228,544
|
)
|
||||
Adjusted EBITDA
|
$
|
70,545,647
|
|
|
$
|
30,746,345
|
|
|
$
|
126,503,603
|
|
|
$
|
60,384,897
|
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in thousands, unaudited)
|
||||||
Net Cash Provided by Operating Activities
|
$
|
63,617
|
|
|
$
|
29,744
|
|
Net Cash Used for Investing Activities
|
(159,679
|
)
|
|
(42,577
|
)
|
||
Net Cash Provided by Financing Activities
|
194,804
|
|
|
10,156
|
|
||
Net Change in Cash
|
$
|
98,741
|
|
|
$
|
(2,677
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions, unaudited)
|
||||||
Drilling and Development Capital Expenditures
|
$
|
110.4
|
|
|
$
|
40.0
|
|
Acquisition of Oil and Natural Gas Properties
|
49.0
|
|
|
2.4
|
|
||
Other Capital Expenditures
|
0.3
|
|
|
0.3
|
|
||
Total
|
$
|
159.7
|
|
|
$
|
42.7
|
|
•
|
default in any payment of interest on any Note when due, continued for 30 days;
|
•
|
default in the payment of principal of or premium, if any, on any Note when due;
|
•
|
failure by us to comply with our other obligations under the Indenture, in certain cases subject to notice and grace periods;
|
•
|
payment defaults and accelerations with respect to our other indebtedness and certain of our subsidiaries, if any, in the aggregate principal amount of $25 million or more;
|
•
|
certain events of bankruptcy, insolvency or reorganization of our company or a significant subsidiary or group of restricted subsidiaries that, taken together, would constitute a significant subsidiary;
|
•
|
failure by us or any significant subsidiary or group of restricted subsidiaries that, taken together, would constitute a significant subsidiary to pay certain final judgments aggregating in excess of $25 million within 60 days; and
|
•
|
any guarantee of the Notes by a guarantor ceases to be in full force and effect, is declared null and void in a judicial proceeding or is denied or disaffirmed by its maker.
|
Year
|
|
Volumes (Bbl)
|
|
Weighted
Average Price ($)
|
||
2018
|
|
2,003,660
|
|
|
57.83
|
|
2019
|
|
3,160,000
|
|
|
55.85
|
|
2020
|
|
1,730,980
|
|
|
52.55
|
|
2021 and beyond
|
|
631,600
|
|
|
55.67
|
|
Period
|
|
Total Number of Shares
Purchased
(1)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
(2)
|
||||
Month #1
|
|
|
|
|
|
|
|
|
||||
April 1, 2018 to April 30, 2018
|
|
9,440
|
|
|
$
|
1.48
|
|
|
—
|
|
|
$ 108.3 million
|
Month #2
|
|
|
|
|
|
|
|
|
|
|
|
|
May 1, 2018 to May 31, 2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108.3 million
|
|
Month #3
|
|
|
|
|
|
|
|
|
|
|
|
|
June 1, 2018 to June 30, 2018
|
|
54,380
|
|
|
2.70
|
|
|
—
|
|
|
108.3 million
|
|
Total
|
|
63,820
|
|
|
$
|
2.52
|
|
|
—
|
|
|
$ 108.3 million
|
(1)
|
All shares purchased reflect shares surrendered in satisfaction of tax obligations in connection with the vesting of restricted stock awards.
|
(2)
|
In May 2011, our board of directors approved a stock repurchase program to acquire up to $150 million shares of our outstanding common stock. In total, we have repurchased 3,190,268 shares under this program through
June 30, 2018
at a weighted average price of $13.06 per share.
|
Exhibit No.
|
|
Description
|
|
Reference
|
|
Purchase and Sale Agreement, dated July 17, 2018, by and between Pivotal Williston Basin, LP and Northern Oil and Gas, Inc.
|
|
Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 20, 2018
|
|
|
Purchase and Sale Agreement, dated July 17, 2018, by and between Pivotal Williston Basin II, LP and Northern Oil and Gas, Inc.
|
|
Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 20, 2018
|
|
|
Purchase and Sale Agreement, dated July 27, 2018, by and between WR Operating LLC and Northern Oil and Gas, Inc.
|
|
Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2018
|
|
|
Certificate of Incorporation of Northern Oil and Gas, Inc. dated May 9, 2018
|
|
Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2018
|
|
|
By-Laws of Northern Oil and Gas, Inc.
|
|
Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 15, 2018
|
|
|
Indenture, dated May 18, 2012, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee (including Form of 8.000% Senior Note due 2020)
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2012
|
|
|
Indenture, dated May 18, 2015, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee (including Form of 8.000% Senior Note due 2020)
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2015
|
|
|
Indenture, dated May 15, 2018, between Northern Oil and Gas, Inc. and Wilmington Trust, National Association, as trustee (including Form of 8.50% Senior Secured Second Lien Notes due 2023)
|
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018
|
|
|
Second Amendment to Exchange Agreement, dated April 2, 2018, by and among Northern Oil and Gas, Inc., and the Noteholders party thereto
|
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2018
|
|
|
Second Amendment to Term Loan Credit Agreement, dated May 15, 2018, by and among Northern Oil and Gas, Inc., the lenders party thereto and TPG Specialty Lending, Inc., as administrative agent and collateral agent
|
|
Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018
|
|
|
Third Amendment to Term Loan Credit Agreement, dated July 19, 2018, by and among Northern Oil and Gas, Inc., the lenders party thereto and TPG Specialty Lending, Inc., as administrative agent and collateral agent
|
|
Filed herewith
|
|
|
Amended and Restated Letter Agreement, dated as of May 15, 2018, by and among Robert B. Rowling, Cresta Investments, LLC, Cresta Greenwood, LLC and Northern Oil and Gas, Inc.
|
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018
|
|
|
Registration Rights Agreement, dated as of May 15, 2018, among Northern Oil and Gas, Inc. and the holders party thereto
|
|
Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018
|
|
|
Registration Rights Agreement, dated as of May 15, 2018, among Northern Oil and Gas, Inc. and TRT Holdings, Inc., Cresta Investments, LLC and Cresta Greenwood, LLC
|
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018
|
|
Registration Rights Agreement, dated as of May 15, 2018, among Northern Oil and Gas, Inc. and TPG Specialty Lending, Inc., TOP III Finance 1, LLC and TAO Finance 1, LLC
|
|
Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2018
|
|
|
Amended and Restated Employment Agreement, dated May 24, 2018, between Northern Oil and Gas, Inc. and Michael Reger
|
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 31, 2018
|
|
|
Amended and Restated Employment Agreement, dated July 5, 2018, between Northern Oil and Gas, Inc. and Michael Reger
|
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 6, 2018
|
|
|
Employment Agreement, dated May 24, 2018, between Northern Oil and Gas, Inc. and Nicholas O’Grady
|
|
Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 31, 2018
|
|
|
Amended and Restated Employment Agreement, dated June 1, 2018, between Northern Oil and Gas, Inc. and Erik Romslo
|
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 7, 2018
|
|
|
Amended and Restated Employment Agreement, dated July 5, 2018, between Northern Oil and Gas, Inc. and Brandon Elliott
|
|
Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 6, 2018
|
|
|
Employment Agreement, dated June 1, 2018, between Northern Oil and Gas, Inc. and Chad Allen
|
|
Filed herewith
|
|
|
Employment Agreement, dated June 1, 2018, between Northern Oil and Gas, Inc. and Adam Dirlam
|
|
Filed herewith
|
|
|
Form of Performance-Based Restricted Stock Award Agreement under the Northern Oil and Gas, Inc. 2013 Incentive Plan
|
|
Filed herewith
|
|
|
Calculation of Ratio of Earnings to Fixed Charges
|
|
Filed herewith
|
|
|
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
|
|
|
Certification of the Principal Financial Officer and Principal Accounting 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
|
|
|
Certification of the Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
Filed herewith
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
Date:
|
August 9, 2018
|
|
By:
|
/s/ Brandon Elliott
|
|
|
|
|
Brandon Elliott, Chief Executive Officer and principal executive officer
(on behalf of Registrant)
|
|
|
|
|
|
Date:
|
August 9, 2018
|
|
By:
|
/s/ Chad Allen
|
|
|
|
|
Chad Allen, Chief Accounting Officer and principal accounting officer
|
1 Year Northern Oil and Gas Chart |
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