Core Points - Company announced the results of its tender offer for all outstanding 8.125% senior notes due 2028 [1] Group 1 - The tender offer was aimed at repurchasing any and all of the outstanding senior notes [1] - The company is actively managing its debt obligations through this tender offer [1] - The senior notes have a maturity date set for 2028, indicating a long-term financial strategy [1]

Core Viewpoint - NOG has announced a private offering of senior notes amounting to $725 million, indicating a strategic move to raise capital for future investments and operations [1] Group 1: Offering Details - The private offering consists of senior notes, which are typically considered a lower-risk investment due to their priority in the capital structure [1] - The total amount of the offering is $725 million, showcasing the company's significant capital-raising efforts [1] Group 2: Implications for the Company - The proceeds from the offering are expected to be utilized for general corporate purposes, which may include debt repayment, acquisitions, or other strategic initiatives [1] - This move reflects the company's ongoing strategy to strengthen its financial position and support growth initiatives [1]

Core Points - Company announced a tender offer for all outstanding 8.125% Senior Notes due 2028 [1] Group 1 - The tender offer is aimed at acquiring any and all of the company's outstanding senior notes [1] - The company is taking this step to manage its debt obligations effectively [1] - The offer reflects the company's strategy to optimize its capital structure [1]

Company Overview - Northern Oil and Gas (NYSE: NOG) has reduced its capital expenditure (capex) budget by approximately $125 million to $150 million, which is expected to significantly enhance its free cash flow in 2025 [1] Analyst Background - Aaron Chow, known as Elephant Analytics, has over 15 years of analytical experience and is a highly rated analyst on TipRanks. He co-founded a mobile gaming company that was acquired by PENN Entertainment and has expertise in designing economic models for mobile apps with over 30 million combined installs [1]

Industry Overview - The energy sector is experiencing a potential transformation due to slowing demand growth for certain energy products and a shift away from fossil fuels by investors, leading companies to cut exploration budgets [1][2] - Geopolitical conflicts in major fossil fuel regions, such as the Middle East and Venezuela, are exacerbating the situation, with analysts focusing on mid-size energy companies that may emerge as significant players [2] Company Highlights: Crescent Energy - Crescent Energy, with a market capitalization of over $2 billion, is focused on sustainable cash flow generation through high-quality reservoirs and disciplined capital efficiency [3][4] - The company reported a second-quarter earnings beat, exceeding EPS estimates by $0.20 and generating revenue that surpassed predictions by nearly $30 million, driven by record production of 263 kboe/d [4] - Crescent achieved $171 million in free cash flow for the latest quarter while reducing operational costs at its largest mines [5] - The firm is strategically positioned in the nutrient-rich Permian Basin, benefiting from favorable regulations, and has seen a decrease in short interest by over 7% in the last month [6] Company Highlights: Matador Resources - Matador Resources, with a market cap under $6 billion, focuses on upstream operations in the Permian Basin and has seen a 31% year-over-year production increase [7][8] - The company has achieved record free cash flow and increased its full-year guidance, alongside cost reductions that contributed to a nearly 5% stock gain over the past six months [8] - Matador is expanding its midstream operations, with its San Mateo operation achieving 99% uptime in the last quarter, and analysts rate the stock as a Buy with a consensus price target suggesting about 43% upside potential [9] Company Highlights: Northern Oil and Gas - Northern Oil and Gas operates in the Williston Basin and reported a strong second quarter with a 26% year-over-year revenue growth and $126 million in free cash flow [11][12] - The company has increased its net wells in process by 70% sequentially and closed on approximately 2,600 net acres, indicating rapid expansion [12] - Six out of eleven analysts view Northern Oil and Gas shares as a Buy, with potential upside of 49% based on price estimates [13]

Core Insights - Northern Oil and Gas (NOG) reported second-quarter 2025 adjusted earnings per share of $1.37, exceeding the Zacks Consensus Estimate of 87 cents, driven by strong production despite a decline from the previous year's adjusted profit of $1.46 due to lower oil prices and increased operating expenses [1][9] Financial Performance - Quarterly sales reached $574.4 million, surpassing the Zacks Consensus Estimate of $519 million and increasing from $561 million year-over-year, primarily due to higher net gains on commodity derivatives and increased oil and gas sales [2] - Total operating expenses rose to $530.6 million from $341.8 million in the prior year, driven by increased production expenses and other costs, exceeding the estimate of $377.1 million [9] - Free cash flow for the quarter was $126.2 million, with cash on hand at $25.9 million and long-term debt of $2.4 billion [11][14] Production and Sales - Second-quarter production increased 9% year-over-year to 134,094 barrels of oil equivalent per day (Boe/d), beating the estimate of 133,600 Boe/d [7] - Oil volume totaled 76,944 Boe/d, up 10% year-over-year, while natural gas production reached 342,900 thousand cubic feet per day, up 6% [7] - The average sales price for crude was $58.37 per barrel, a 24% decrease from the prior year, while the average realized natural gas price was $2.89 per thousand cubic feet, compared to $2.47 in the previous year [8] Capital Expenditures and Acquisitions - Capital expenditures for the second quarter totaled $210 million, with $178.8 million allocated to drilling and completion activities and $31.2 million for Ground Game efforts [12] - The company completed 22 Ground Game transactions, adding approximately 2,600 net acres and 4.8 net wells for a total of $31.2 million [6][13] - NOG finalized the acquisition of assets in Upton County, TX, for $61.7 million, adding approximately 2,275 net acres to its portfolio [5] Dividend and Share Repurchase - The board declared a cash dividend of 45 cents per share, a 7% year-over-year increase, to be distributed on October 31, 2025 [3] - The company repurchased approximately 1.1 million shares at an average price of $31.15 per share during the second quarter [4] Guidance and Future Outlook - NOG anticipates total capital expenditures for 2025 to be between $925 million and $1.05 billion, reflecting a reduction due to decreased activity in the Williston Basin [15] - Production guidance has been adjusted, with oil production expected in the range of 74,000-76,000 barrels per day and total production at 130,000-133,000 Boe/d [16] - The company expects net cash proceeds of $48.6 million in Q3 after legal settlement deductions of $33.1 million [18]

Core Insights - Northern Oil and Gas (NOG) reported revenue of $574.37 million for Q2 2025, a 2.4% increase year-over-year, and an EPS of $1.37, down from $1.46 a year ago [1] - The revenue exceeded the Zacks Consensus Estimate by 10.64%, while the EPS surprised by 57.47% compared to the consensus estimate of $0.87 [1] Financial Performance Metrics - Average Daily Production of Oil was 76,944 BBL/D, slightly above the estimated 76,850.90 BBL/D [4] - Average Daily Production of Natural Gas and NGLs was 342,900 Mcf/D, exceeding the estimate of 327,918.90 Mcf/D [4] - Total Net Production was 12,203 KBOE, surpassing the average estimate of 12,005.30 KBOE [4] - Average Sales Prices for Natural Gas and NGLs were $2.89, below the estimated $2.95 [4] - Average Sales Prices for Oil were $58.37, slightly lower than the estimated $58.71 [4] - Net Sales from Oil and Gas reached $574.37 million, significantly higher than the average estimate of $504.21 million, marking a year-over-year increase of 2.4% [4] - Net Sales from Natural Gas and NGL Sales were $171.7 million, a substantial increase of 137.4% year-over-year compared to the average estimate of $91.79 million [4] - Net Sales from Oil Sales were $402.67 million, a decrease of 17.6% year-over-year, close to the average estimate of $402.77 million [4] Stock Performance - Shares of Northern Oil and Gas have declined by 16% over the past month, while the Zacks S&P 500 composite increased by 0.6% [3] - The stock currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the broader market [3]

Core Viewpoint - Northern Oil And Gas reported strong revenue performance in Q2 2025, exceeding analyst expectations, but faced a decline in GAAP net income due to softer commodity prices and a non-cash asset impairment [1][7]. Financial Performance - Revenue for Q2 2025 was $574.4 million, surpassing the estimate of $526.46 million [1][7]. - GAAP net income decreased to $99.6 million, down 28.1% from $138.6 million in Q2 2024 [2][7]. - Non-GAAP EPS was $1.37, a 6.2% decline from $1.46 in Q2 2024 [2]. - Adjusted EBITDA increased by 6.6% year-over-year to $440.4 million [2]. Production and Operations - Total production rose by 9% year-over-year to 134,094 barrels of oil equivalent (Boe) per day [5]. - Oil production increased by 10.5% to 76,944 barrels per day, while natural gas output also grew [5]. - Development activity saw a reduction, with only 20.8 net wells added, but the company maintained a record 53.2 net wells in process [6]. Strategic Acquisitions - The company closed a $61.7 million acquisition in Upton County, Texas, along with 22 smaller transactions adding approximately 2,600 net acres and 4.8 net wells [6]. - Management highlighted an "all-time peak" in the pipeline of potential acquisitions, indicating a focus on industry consolidation [6]. Cost and Expenses - Lease operating expenses rose to $9.95 per Boe, reflecting a 6% sequential increase and an 11% year-over-year rise [8]. - Capital spending outside of acquisitions decreased by 12% year-over-year, emphasizing a disciplined approach [8]. Shareholder Returns - The company repurchased 1.1 million shares at an average price of $31.15 and raised the quarterly dividend by 7% to $0.45 per share [9][13]. - Liquidity remained strong with over $1.1 billion available in cash and borrowing capacity [9]. Future Guidance - The company revised its full-year 2025 production forecast to an average of 130,000–133,000 Boe per day, down from a prior midpoint of 132,500 [11]. - Estimated capital expenditures were reduced by $125–$150 million to a range of $925–$1,050 million [11]. - Management indicated a shift towards acquiring existing production rather than organic drilling to maximize risk-adjusted returns [12].

[Glossary of Terms](index=2&type=section&id=Glossary%20of%20Terms) This section defines key technical terms for crude oil, natural gas, well interests, and reserve classifications - Crude oil and natural gas equivalents (Boe) are determined using a ratio of **six Mcf of natural gas to one barrel of crude oil**, condensate, or NGLs[7](index=7&type=chunk) - PV-10 is defined as the estimated future net revenue, discounted at **10% per annum**, before income taxes and without price or cost escalation, following SEC guidelines[42](index=42&type=chunk) - Proved reserves are quantities of oil, NGLs, and gas estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs under existing economic conditions. Economic conditions are based on the unweighted arithmetic average of the first-day-of-the-month price for the twelve-month period prior to the report's ending date[46](index=46&type=chunk)[51](index=51&type=chunk) PART I – FINANCIAL INFORMATION [Condensed Financial Statements (unaudited)](index=8&type=section&id=Item%201.%20Condensed%20Financial%20Statements%20(unaudited)) This section presents Northern Oil and Gas, Inc.'s unaudited condensed financial statements as of June 30, 2025 [Condensed Balance Sheets](index=8&type=section&id=Condensed%20Balance%20Sheets) Total assets increased to **$5.70 billion** by June 30, 2025, with equity rising to **$2.41 billion** Balance Sheet Summary (in thousands) | Account | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $588,357 | $500,743 | | **Total Property and Equipment, Net** | $5,093,146 | $5,082,170 | | **Total Assets** | **$5,702,493** | **$5,603,822** | | **Total Current Liabilities** | $488,197 | $544,270 | | **Long-term Debt, Net** | $2,365,942 | $2,369,294 | | **Total Liabilities** | **$3,289,474** | **$3,283,387** | | **Total Stockholders' Equity** | $2,413,019 | $2,320,435 | [Condensed Statements of Operations](index=10&type=section&id=Condensed%20Statements%20of%20Operations) Net income decreased to **$99.6 million** in Q2 2025, primarily due to a **$115.6 million** impairment charge and legal expenses Key Operating Results (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $706,809 | $560,766 | $1,308,908 | $957,113 | | **Income From Operations** | $176,166 | $218,936 | $405,447 | $271,256 | | **Net Income** | $99,585 | $138,556 | $238,567 | $150,163 | | **Net Income Per Share – Diluted** | $1.00 | $1.36 | $2.39 | $1.47 | [Condensed Statements of Cash Flows](index=11&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash from operating activities was **$769.5 million** for H1 2025, funding investing and financing activities Summary of Cash Flows (Six Months Ended June 30, in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $769,538 | $732,624 | | **Net Cash Used for Investing Activities** | ($591,813) | ($630,255) | | **Net Cash Used for Financing Activities** | ($160,802) | ($102,786) | | **Net Increase (Decrease) in Cash** | $16,923 | ($417) | [Notes to Condensed Financial Statements](index=13&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Notes detail key accounting policies and events, including a legal settlement, impairment, and convertible notes - In June 2025, the company received an **$81.7 million** legal settlement related to post-production costs, recorded as Oil and Gas Sales, alongside a **$33.1 million** legal expense[89](index=89&type=chunk) - A non-cash impairment charge of **$115.6 million** was recorded on oil and natural gas properties in Q2 2025 due to the full cost method ceiling test, with no comparable charge in 2024[106](index=106&type=chunk) - On June 17, 2025, the company issued an additional **$200.0 million** of 3.625% convertible senior notes due 2029, increasing the total principal to **$700.0 million**[138](index=138&type=chunk) - Cash dividends of **$0.45 per share** were declared in January, April, and July 2025, and **1,622,695 shares** were repurchased for **$50.5 million** during the first six months of 2025[156](index=156&type=chunk)[157](index=157&type=chunk)[159](index=159&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, including production, legal settlement, impairment, and **$1.1 billion** liquidity [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Total revenues increased **26%** in Q2 2025, but net income decreased due to a **$115.6 million** impairment charge Q2 2025 vs Q2 2024 Operating Highlights | Metric | Q2 2025 | Q2 2024 | % Change | | :--- | :--- | :--- | :--- | | **Total Production (MBoe)** | 12,203 | 11,224 | 9% | | **Oil Sales (in thousands)** | $402,672 | $488,690 | (18)% | | **Natural Gas & NGL Sales (in thousands)** | $171,697 | $72,335 | 137% | | **Gain (Loss) on Commodity Derivatives (in thousands)** | $128,819 | ($3,428) | N/A | | **Total Revenues (in thousands)** | $706,809 | $560,766 | 26% | | **Impairment Expense (in thousands)** | $115,576 | $0 | N/A | | **Production Expenses (per Boe)** | $9.95 | $8.99 | 11% | | **DD&A (per Boe)** | $16.86 | $15.73 | 7% | - Oil and gas sales for Q2 2025 included an **$81.7 million** legal settlement; excluding this, sales would have declined by **12%** due to an **18%** decrease in realized prices, partially offset by a **9%** production increase[239](index=239&type=chunk)[240](index=240&type=chunk) - A non-cash impairment charge of **$115.6 million** was recorded in Q2 2025 due to the full cost ceiling test, with no comparable charge in Q2 2024[250](index=250&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity was **$1.1 billion** as of June 30, 2025, supported by note issuance and share repurchases - Total liquidity as of June 30, 2025, was **$1.1 billion**, comprising **$1.1 billion** of borrowing availability under the Revolving Credit Facility and **$25.9 million** of cash[273](index=273&type=chunk) Cash Flow Summary (Six Months Ended June 30, in thousands) | Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $769,538 | $732,624 | | Net Cash Used for Investing Activities | ($591,813) | ($630,255) | | Net Cash Used for Financing Activities | ($160,802) | ($102,786) | - In H1 2025, financing activities included a **$210.0 million** net repayment on the Revolving Credit Facility, **$86.0 million** in dividend payments, and **$50.0 million** in stock repurchases, partially offset by **$211.2 million** in net proceeds from additional convertible notes[286](index=286&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=48&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company manages market risks from commodity price volatility and interest rates using derivative contracts - The company utilizes derivative contracts to hedge a significant portion of its anticipated future production, thereby reducing exposure to commodity price volatility[298](index=298&type=chunk)[299](index=299&type=chunk) Open Crude Oil Hedging Summary (Swaps & Collars) as of June 30, 2025 | Period | Swap Volume (Bbls) | Avg. Swap Price ($/Bbl) | Collar Volume (Floor, Bbls) | Avg. Floor Price ($/Bbl) | Avg. Ceiling Price ($/Bbl) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Q3 2025** | 2,935,969 | $72.76 | 1,817,970 | $69.15 | $77.43 | | **Q4 2025** | 3,029,836 | $72.75 | 1,791,487 | $69.15 | $77.55 | | **2026** | 5,313,057 | ~$69.08 | 6,953,106 | ~$64.00 | ~$72.25 | Open Natural Gas Hedging Summary (Swaps & Collars) as of June 30, 2025 | Period | Swap Volume (MMBTU) | Avg. Swap Price ($/MMBTU) | Collar Volume (Floor, MMBTU) | Avg. Floor Price ($/MMBTU) | Avg. Ceiling Price ($/MMBTU) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Q3 2025** | 9,469,432 | $3.99 | 9,368,137 | $3.10 | $4.80 | | **Q4 2025** | 9,798,257 | $4.08 | 9,785,466 | $3.19 | $4.89 | | **2026** | 25,640,000 | ~$4.04 | 37,352,303 | ~$3.37 | ~$5.03 | - A **1%** increase in short-term interest rates on floating-rate debt outstanding at June 30, 2025, would result in approximately **$4.1 million** in additional annual interest expense[313](index=313&type=chunk) [Controls and Procedures](index=52&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2025 - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were **effective** as of June 30, 2025[315](index=315&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the quarter ended June 30, 2025[316](index=316&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various litigation claims and regulatory proceedings arising in the ordinary course of business - The company states it is subject to litigation from time to time in the ordinary course of business[317](index=317&type=chunk) [Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported since the Annual Report on Form 10-K - No material changes to risk factors were reported since the Annual Report on Form 10-K for the year ended December 31, 2024[318](index=318&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q2 2025, the company repurchased shares, with **$160.3 million** remaining for future repurchases Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid Per Share | Approx. Dollar Value Remaining in Program | | :--- | :--- | :--- | :--- | | April 2025 | — | $— | $195.3 million | | May 2025 | — | $— | $195.3 million | | June 2025 | 1,123,595 | $31.15 | $160.3 million | | **Total** | **1,123,595** | **$31.15** | **$160.3 million** | [Other Information](index=54&type=section&id=Item%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during Q2 2025 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the second quarter of 2025[327](index=327&type=chunk) [Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including agreements and certifications

Group 1 - The conference call is for NOG's Second Quarter 2025 Earnings, with financial results released the previous day [2][3] - Key participants include the CEO, President, CFO, and Vice President of Investor Relations, indicating a comprehensive leadership presence [4] - The agenda includes introductory remarks from the CEO, an overview of operations from the President, and a financial review from the CFO [4]