Northern Oil and Gas (NOG) came out with quarterly earnings of $1.28 per share, beating the Zacks Consensus Estimate of $1.15 per share. This compares to earnings of $1.76 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 11.30%. A quarter ago, it was expected that this independent oil and gas company would post earnings of $1.64 per share when it actually produced earnings of $1.61, delivering a surprise of -1.83%.Over the last ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Or Commission File Number 001-33999 NORTHERN OIL AND GAS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 95-3848122 (State or Other Jurisdiction of Incorporati ...

Q4 & 2023 Operations Highlights Organic completions up 30% vs FY22. Scale driving organic growth. Well Performance Continues to Impress 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 400,000 450,000 - 30 60 90 120 150 180 210 240 270 300 330 360 Cum Production (Boe) Days Online 2022 Cum 2023 Cum 2024 Cum(1) (1) (1) 1. Wells assigned to years based on year in which they started producing. Cumulative type curves comprised of the following numbers of gross wells: 2022-320; 2023-458; 2024-21. Includes ...

[PART I – FINANCIAL INFORMATION](index=8&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents unaudited financial statements, management's analysis of financial condition and operations, market risk disclosures, and internal controls [Condensed Financial Statements (unaudited)](index=8&type=section&id=Item%201.%20Condensed%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed financial statements and notes, highlighting significant asset and liability growth due to acquisitions and a sharp decline in Q3 2023 net income [Condensed Balance Sheets](index=8&type=section&id=Condensed%20Balance%20Sheets) This section details the company's financial position, showing significant increases in total assets and liabilities primarily due to acquisitions Balance Sheet Comparison (in thousands) | Account | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$4,304,666** | **$2,875,178** | | Total Current Assets | $469,626 | $320,485 | | Total Property and Equipment, Net | $3,788,636 | $2,482,926 | | **Total Liabilities** | **$2,896,873** | **$2,129,917** | | Total Current Liabilities | $602,491 | $344,972 | | Long-term Debt, Net | $2,057,359 | $1,525,413 | | **Total Stockholders' Equity** | **$1,407,793** | **$745,260** | - The significant increase in assets and liabilities is primarily attributable to acquisitions of oil and natural gas properties completed during the first nine months of 2023[103](index=103&type=chunk)[273](index=273&type=chunk) [Condensed Statements of Operations](index=10&type=section&id=Condensed%20Statements%20of%20Operations) This section outlines the company's operational performance, noting a substantial decrease in Q3 2023 net income due to derivative losses Statement of Operations Highlights (in thousands) | Metric | Q3 2023 | Q3 2022 | 9 Months 2023 | 9 Months 2022 | | :--- | :--- | :--- | :--- | :--- | | Oil and Gas Sales | $511,651 | $534,050 | $1,354,376 | $1,540,151 | | Gain (Loss) on Commodity Derivatives, Net | ($199,548) | $257,590 | $11,878 | ($339,995) | | **Total Revenues** | **$313,973** | **$791,640** | **$1,372,742** | **$1,200,156** | | **Net Income** | **$26,111** | **$583,465** | **$534,116** | **$628,169** | | **Net Income Per Share – Diluted** | **$0.28** | **$6.77** | **$5.97** | **$6.92** | - The substantial decrease in Q3 2023 net income compared to Q3 2022 was primarily driven by a significant loss on commodity derivatives, which swung from a **$257.6 million gain** to a **$199.5 million loss**[64](index=64&type=chunk)[247](index=247&type=chunk) [Condensed Statements of Cash Flows](index=11&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) This section summarizes cash inflows and outflows, showing increased operating cash flow and significant investing activities for acquisitions Cash Flow Summary for Nine Months Ended Sep 30 (in thousands) | Category | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $840,959 | $641,039 | | Net Cash Used for Investing Activities | ($1,484,203) | ($858,542) | | Net Cash Provided by Financing Activities | $653,668 | $217,112 | | **Net Increase (Decrease) in Cash** | **$10,424** | **($390)** | - Cash from operations increased by **31% YoY** for the nine-month period, driven by higher production. Cash used for investing activities rose significantly due to increased capital expenditures on acquisitions[285](index=285&type=chunk)[286](index=286&type=chunk) [Notes to Condensed Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed explanations for financial statement line items, including significant acquisitions, debt issuance, and tax asset valuation - The company completed three major bolt-on acquisitions in 2023: the MPDC Acquisition (**$319.9 million**), the Forge Acquisition (**$167.9 million**), and the Novo Acquisition (**$468.4 million**), significantly expanding its Permian Basin assets[103](index=103&type=chunk)[106](index=106&type=chunk)[109](index=109&type=chunk)[112](index=112&type=chunk) - In May 2023, the company issued **$500.0 million** in 8.750% senior notes due 2031 to refinance existing debt and for general corporate purposes[160](index=160&type=chunk) - The company closed an underwritten public offering of **7.65 million shares** of common stock in May 2023, resulting in net proceeds of approximately **$224.7 million**[169](index=169&type=chunk) - In the second quarter of 2023, management released a significant portion of its valuation allowance against deferred tax assets, concluding it is more likely than not that these assets will be realized[192](index=192&type=chunk)[195](index=195&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses increased production from acquisitions, a decline in realized prices, and the company's liquidity position after funding significant capital expenditures [Results of Operations](index=44&type=section&id=Results%20of%20Operations) This section analyzes the company's operating performance, highlighting production increases offset by lower realized commodity prices Q3 2023 vs Q3 2022 Operating Highlights | Metric | Q3 2023 | Q3 2022 | % Change | | :--- | :--- | :--- | :--- | | Total Production (Boe) | 9,414,055 | 7,279,311 | 29% | | Oil Sales (in thousands) | $464,793 | $375,732 | 24% | | Natural Gas & NGL Sales (in thousands) | $46,858 | $158,318 | (70)% | | Realized Price per Boe (ex-derivatives) | $54.35 | $73.37 | (26)% | | Production Expenses per Boe | $8.76 | $9.41 | (7)% | | DD&A per Boe | $14.21 | $9.06 | 57% | - The **29% increase** in Q3 production was driven by acquisitions and new wells. However, this was offset by a **26% decrease** in realized prices, led by a **74% drop** in realized natural gas and NGL prices[245](index=245&type=chunk)[246](index=246&type=chunk) - Depletion, Depreciation, Amortization and Accretion (DD&A) expense per Boe increased **57% year-over-year**, primarily due to a higher depletable base from recent acquisitions[253](index=253&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the company's financial flexibility, including available liquidity and funding sources for capital expenditures - As of September 30, 2023, the company had total liquidity of **$879.0 million**, comprising **$866.0 million** available under its Revolving Credit Facility and **$13.0 million** in cash[277](index=277&type=chunk) - To fund acquisitions and strengthen the balance sheet, the company completed a **$224.7 million** common stock offering and issued **$500.0 million** in Senior Notes due 2031 during the first nine months of 2023[274](index=274&type=chunk) Capital Expenditures for Nine Months Ended Sep 30 (in millions) | Category | 2023 | 2022 | | :--- | :--- | :--- | | Drilling and Development | $484.3 | $270.4 | | Acquisition of Oil and Natural Gas Properties | $996.6 | $551.5 | | **Total** | **$1,483.6** | **$825.5** | [Quantitative and Qualitative Disclosures about Market Risk](index=53&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section discusses market risks from commodity prices and interest rates, detailing hedging strategies and interest rate sensitivity - The company uses derivative contracts, such as swaps and collars, to reduce exposure to commodity price volatility and achieve more predictable cash flow[300](index=300&type=chunk) - A **1% increase** in short-term interest rates on the company's floating-rate debt outstanding at September 30, 2023, would increase annual interest expense by an estimated **$3.8 million**[309](index=309&type=chunk) - Detailed tables are provided summarizing the company's open crude oil and natural gas derivative contracts by quarter through 2026, showing volumes and weighted-average prices for swaps and collars[303](index=303&type=chunk)[304](index=304&type=chunk)[306](index=306&type=chunk) [Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of disclosure controls and procedures with no material changes to internal controls during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2023[312](index=312&type=chunk) - No material changes to the company's internal control over financial reporting occurred during the third quarter of 2023[313](index=313&type=chunk) [PART II – OTHER INFORMATION](index=57&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section addresses legal proceedings, risk factors, and equity security transactions, including the status of the stock repurchase program [Legal Proceedings & Risk Factors](index=57&type=section&id=Item%201.%20Legal%20Proceedings%20%26%20Item%201A.%20Risk%20Factors) This section discusses ongoing legal proceedings and confirms no material changes to previously disclosed risk factors - The company is subject to litigation from time to time in the ordinary course of business, but the outcomes are not expected to have a material impact on its financial position[315](index=315&type=chunk) - No material changes to the risk factors disclosed in the 2022 Form 10-K have occurred, except as described in the Q2 2023 Form 10-Q[316](index=316&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports no unregistered equity sales and details the status of the common stock repurchase program for Q3 2023 Issuer Purchases of Equity Securities (Q3 2023) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value of Shares that May Yet be Purchased | | :--- | :--- | :--- | :--- | | July 2023 | — | — | $87.5 million | | August 2023 | — | — | $87.5 million | | September 2023 | — | — | $87.5 million | | **Total** | **—** | **—** | **$87.5 million** |

Financial Highlights - Q3 Free Cash Flow was $127.8 million[3] - Q3 Adjusted ROCE was 24.5%[3] - Q3 Adjusted EBITDA increased by 22% compared to Q2 2023[4, 11] - The company declared a Q4 dividend of $0.40, a 33% increase year-over-year[5] Operational Performance - Q3 net production per day increased by 12.6% compared to Q2 2023 and 29.3% year-over-year[5] - Q3 Production reached 102.3 Mboe/d, a 160 bps increase compared to Q2 2023[9] - The Drilling & Completions list grew nearly 34% compared to year-end 2022[13] Strategic Initiatives - The company completed the Novo acquisition for approximately $468 million[11] - Year-to-date, 24.9 net wells and 1,823 net acres were added through ground game deals[19] - Permian acreage has doubled year-to-date in 2023[21, 37]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q _________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to____________ Commission File No. 001-33999 NORTHERN OIL AND GAS, INC. (Exact Name of Registrant as Specified ...

Meaningful spread over WACC despite significant capital investment period 1.34X V. Appendix Heavy 1H-23 investment phase, FCF poised for acceleration in 2H-23 II. Operations & Investment Activity Updates III. Guidance IV. Value Proposition • Company to announce prospective changes to dividend on an annual basis Q2 Adj. EBITDA(1) Q2 Leverage(1) $315.5MM +16% vs Q2-22 Q2 dividend increased to $0.37, +95% vs. Q2-22, +9% vs. Q1-23 Q2 2023 Earnings Presentation | 2 Q2-23 Financial & Operating Highlights Q2 Free ...

Financial Data and Key Metrics Changes - The company's adjusted EBITDA for Q2 was $315.5 million, reflecting a 16% year-over-year increase, while cash flow from operations, excluding working capital, rose by 11% year-over-year [6][25]. - The average daily production reached 90,878 BOE per day, a 25% increase compared to Q2 2022 [24]. - Adjusted EPS was reported at $1.49 per share, with oil prices down 32% and natural gas prices down 69% year-over-year [6][25]. Business Line Data and Key Metrics Changes - The company added approximately 13.8 net wells to production in Q2, maintaining a similar pace to Q1 [17]. - The Williston Basin accounted for about two-thirds of the organic activity, driven by larger working interests [17]. - The company expects to close the Novo acquisition, which will add an additional 6.1 net wells to its in-process list [1][36]. Market Data and Key Metrics Changes - Oil realizations were better than expected, with Q2 differentials at $2.65 per barrel due to strong in-basin pricing [25]. - Natural gas realizations were at 137% of benchmark prices for Q2, although NGL prices weakened throughout the quarter [26]. - The company anticipates production guidance for 2023 to be in the range of 96,000 to 100,000 BOE per day, with Q3 expectations between 99,000 and 103,000 BOE per day [36]. Company Strategy and Development Direction - The company is focused on maximizing shareholder returns through capital allocation, with a recent 3% increase in its common stock dividend, marking the tenth consecutive increase [22]. - The investment cycle is shifting to a harvest mode, with a significant portion of capital spending front-loaded in the first half of the year [21]. - The company is actively pursuing M&A opportunities, having closed on 13 transactions that will facilitate the drilling of an additional 16.7 net wells through 2024 [33]. Management's Comments on Operating Environment and Future Outlook - Management remains conservative in estimates due to market volatility but expects benefits from higher commodity prices to materialize in 2024 [2]. - The company is optimistic about its asset quality and balance sheet position for the remainder of 2023 and into 2024 [12]. - Management highlighted the importance of maintaining capital efficiency and enhancing returns through strategic partnerships and operational adjustments [18]. Other Important Information - The company has tightened its expectations for oil cut to a range of 62% to 63% and reset TIL estimates for 2023 to 75 to 78 net wells [37]. - The firm transport program is expected to expire in 2025, which will impact future operational costs [26]. - The company has seen a 6% decrease in average well costs quarter-over-quarter, driven by longer laterals and reduced inflationary pressures [44]. Q&A Session Summary Question: What is the outlook for the M&A landscape? - Management indicated that while the large-scale M&A landscape appears less exciting currently, opportunities can change quickly, and they remain open to evaluating all options [54][55]. Question: How are operators in the Bakken and Permian responding to commodity prices? - Management noted that some operators in the Bakken have deferred completions due to commodity pricing, but overall activity remains steady in the Permian [49][50]. Question: What is the company's strategy regarding well costs and service providers? - Management clarified that while they cannot aggregate interests to negotiate better pricing with service providers, their credit profile can sometimes help operators secure better terms [86][94].

Financial Data and Key Metrics Changes - The company reported a record adjusted EBITDA of $325.5 million in Q1 2023, despite volatile commodity pricing [58] - Free cash flow for the first quarter was robust at $84 million, indicating strong financial health [58] - Average daily production reached 87,385 Boe per day, an 11% increase over Q4 2022, exceeding internal expectations [17][44] Business Line Data and Key Metrics Changes - The Williston basin accounted for approximately three-quarters of organic activity, with the closing of the Mascot joint development project adding 16.4 net wells to production [76] - The drilling and completing list finished Q1 with 59.3 net wells, up from 55.4 net wells at the start of the year [77] - Oil volumes increased by 12% sequentially over Q4, driven by better well performance across all basins [82] Market Data and Key Metrics Changes - The M&A landscape saw a slowdown in large asset packages, with the quality of offerings not particularly enticing [32] - The company is reviewing 14 opportunities across its basins, totaling over $6 billion, indicating a strong market presence [80] - Natural gas realizations were 142% of benchmark prices for Q1, significantly higher than guidance due to stabilization of NGL prices [106] Company Strategy and Development Direction - The company aims to provide the highest possible total return over the long term through a multi-pronged capital allocation strategy, including share repurchases and increasing dividends [73][75] - The focus remains on disciplined underwriting and targeting high-quality opportunities, avoiding growth for growth's sake [81] - The company is exploring partnerships and joint development agreements to enhance growth prospects [72] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to deliver growth opportunities despite a fragile overall market environment [36] - There are expectations for a material step-up in production and TIL cadence in the third quarter as new wells come online [120] - The company anticipates potential cost savings and stabilization in well costs as operators adjust to market conditions [84] Other Important Information - The company announced a 9% increase in its common stock dividend for Q2 2023, marking the ninth consecutive increase [48] - The company has retired $19.1 million of its 2028 notes and reduced its revolver balance by approximately $50 million post-acquisition [33] - The total addressable market for non-operated properties remains large, with the company invited to co-bid on several operated prospects [55] Q&A Session Summary Question: Can you discuss the production cadence and CapEx breakdown for the year? - Management provided insights on the expected production cadence, indicating a build-up throughout the year with a focus on maintaining a balanced CapEx strategy [28][107] Question: How do you see shareholder returns progressing into 2024? - Management indicated a combination of dividends and share buybacks will continue to be important, with a focus on risk-adjusted returns [18][19] Question: What are the expectations for the Mascot project? - Management expressed satisfaction with the Mascot project's performance, noting it has outperformed expectations by about 10% in current production [92][93] Question: Are you seeing more well proposals than in the past? - The company reported a record number of over 200 well proposals in Q1, indicating strong market activity despite varying working interests [95]

Production and Operations - As of March 31, 2023, the company participated in 8,863 gross (827.8 net) producing wells and leased approximately 259,890 net acres, with 88% developed[203] - Average daily production in Q1 2023 was approximately 87,385 Boe per day, a 23% increase compared to Q1 2022, primarily due to recent acquisitions and new wells[205] - The percentage of production volumes by basin for Q1 2023 was 73% oil from Williston, 69% oil from Permian, and 100% natural gas from Appalachian[206] - In Q1 2023, net production increased by 23% to 7,864,649 Boe compared to 6,412,962 Boe in Q1 2022, driven by a 27% increase in oil production and a 17% increase in natural gas and NGLs[220] - In Q1 2023, the company reported net production of 4,847,773 barrels of oil, a 27% increase from 3,824,022 barrels in Q1 2022[220] - Natural gas and NGL production reached 18,101,255 Mcf, up 17% from 15,533,638 Mcf in the same period last year[220] - The company has diversified its operations beyond the Williston Basin through acquisitions in the Appalachian and Permian Basins since 2020[204] Financial Performance - Total revenues for Q1 2023 were $582.2 million, a significant increase from a loss of $32.9 million in Q1 2022, primarily due to a gain of $153.7 million on commodity derivatives compared to a loss of $489.4 million in the same period last year[223] - The average realized price per Boe, including settled commodity derivatives, was $55.94 in Q1 2023, up 2% from $54.78 in Q1 2022, while the realized price excluding settled derivatives decreased by 24% to $54.20[224] - The average realized price for oil in Q1 2023 was $73.31 per barrel, down 20% from $91.19 per barrel in Q1 2022[220] - The company realized a gain on settled commodity derivatives of $13.7 million in Q1 2023, compared to a loss of $105.2 million in Q1 2022[224] - Unsettled commodity derivative gains were $140.0 million in Q1 2023, compared to a loss of $384.2 million in Q1 2022[225] Costs and Expenses - Production expenses rose by 43% to $78.1 million in Q1 2023, with per Boe costs increasing from $8.50 to $9.93, attributed to higher service and maintenance costs[226] - Depletion, depreciation, amortization, and accretion (DD&A) expenses increased by 78% to $94.6 million in Q1 2023, with depletion expense per Boe rising by 45% to $11.92[229] - Interest expense increased to $30.1 million in Q1 2023, up from $18.0 million in Q1 2022, due to higher debt levels and interest rates[230] - General and administrative expenses decreased to $13.0 million in Q1 2023 from $13.8 million in Q1 2022, primarily due to a $3.4 million reduction in acquisition-related costs[228] Liquidity and Capital Expenditures - As of March 31, 2023, total liquidity was $437.1 million, consisting of $431.0 million in committed borrowing availability and $6.1 million in cash[235] - The company completed the MPDC Acquisition for $319.9 million in January 2023, contributing to the increase in production levels[234] - Cash flows used in investing activities increased to $461.2 million for the three months ended March 31, 2023, compared to $417.6 million in the same period of 2022, primarily due to increased development and acquisition spending[243] - The company incurred capitalized costs of $526.8 million for oil and natural gas properties during the three months ended March 31, 2023, while actual cash spending was $461.0 million[244] - Net cash provided by operating activities for the three months ended March 31, 2023, was $269.3 million, up from $154.0 million in the same period of the prior year, driven by higher production volumes and commodity prices[242] Debt and Financing - As of March 31, 2023, the company reported a working capital surplus of $50.6 million, a significant improvement from a deficit of $24.5 million at December 31, 2022[240] - The company reported a total of $705.1 million in outstanding Senior Notes and $500.0 million in outstanding Convertible Notes as of March 31, 2023[248][249] - As of March 31, 2023, the company had a borrowing base of $1.6 billion under its Revolving Credit Facility, with $569.0 million in borrowings outstanding, leaving $431.0 million in available committed borrowing capacity[247] Hedging and Commodity Prices - The company utilizes derivative instruments to hedge future sales prices on a substantial portion of its oil and natural gas production, aiming for predictable cash flows[207] - The company hedged approximately 42% of its crude oil production and 40% of its natural gas and NGL production to mitigate commodity price volatility[236] - The company has entered into derivative contracts to hedge against commodity price volatility, with significant volumes of crude oil and natural gas contracts outlined for 2023 and 2024[258][262] - The company’s crude oil derivative contracts for Q2 2023 include 2,161,250 Bbls at an average price of $75.85/Bbl[258] - The company’s natural gas derivative contracts for Q2 2023 include 5,232,000 MMBTU at an average price of $4.483/MMBTU[262] Regulatory and Compliance - The company maintains effective disclosure controls and procedures as of March 31, 2023, ensuring timely reporting of required disclosures[267] - There were no changes in the company’s internal control over financial reporting that materially affected its operations during the quarter ended March 31, 2023[268] - The company continues to face litigation claims and regulatory proceedings in the ordinary course of business[270] Market Conditions - The oil price differential to the NYMEX benchmark price in Q1 2023 was $2.67 per barrel, down from $3.98 per barrel in Q1 2022[212] - The net realized gas price in Q1 2023 was $3.91 per Mcf, representing 142% realization relative to average Henry Hub pricing, compared to $6.94 per Mcf in Q1 2022[213] - The company’s revenues are significantly impacted by market supply and demand, with oil revenues being more sensitive to price changes than natural gas revenues[215] - The company’s revenue is heavily influenced by oil and natural gas prices, which are subject to significant volatility due to supply and demand factors[255] - The company is budgeting for a 5-10% increase in drilling and completion costs in 2023 compared to 2022 due to inflationary pressures in the oil and natural gas industry[250]