-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cj7RUuTHvru8P9bHLDlhX+zkesgbe7rulFFt8nSuRY7jpp43LJ6Z4QnOGr5dpDp1 l2Cvwbf8IyoCKIWuPY6SvQ== 0001104485-08-000049.txt : 20081104 0001104485-08-000049.hdr.sgml : 20081104 20081104062230 ACCESSION NUMBER: 0001104485-08-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081104 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081104 DATE AS OF CHANGE: 20081104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN OIL & GAS, INC. CENTRAL INDEX KEY: 0001104485 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 953848122 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33999 FILM NUMBER: 081159101 BUSINESS ADDRESS: STREET 1: 315 MANITOBA AVE CITY: WAYZATA STATE: MN ZIP: 55391 BUSINESS PHONE: 952-476-9800 MAIL ADDRESS: STREET 1: 315 MANITOBA AVE CITY: WAYZATA STATE: MN ZIP: 55391 FORMER COMPANY: FORMER CONFORMED NAME: KENTEX PETROLEUM INC DATE OF NAME CHANGE: 20000128 8-K 1 form8k_110408.htm NORTHERN OIL AND GAS, INC. FORM 8K DATED NOVEMBER 4, 2008 form8k_110408.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 4, 2008

NORTHERN OIL AND GAS, INC.
(Name of small business issuer in its charter)


Nevada
000-33999
95-3848122
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

315 Manitoba Avenue – Suite 200
Wayzata, Minnesota
 
55391
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (952) 476-9800



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 



 
 

 

SECTION 1 - REGISTRANTS BUSINESS AND OPERATIONS

Item 2.02 – Results of Operations and Financial Condition.
 
Northern Oil and Gas, Inc. (the “Company”) announced third quarter net earnings of $871,819, or approximately $0.03 per share on revenue of $1,362,655.  These results represent a 208% increase in earnings compared to the second quarter of 2008.  Revenue increased by approximately 80% compared to the second quarter of 2008, and general and administrative expenses were approximately 40% under budget.  The Company has reduced general and administrative expenses for the second consecutive quarter this year, demonstrating a strong commitment to cost controls.

The Company recently participated in the successful drilling and completion of an additional seven oil producing wells in the North Dakota Bakken trend.  The seven wells began producing at an average initial rate of 740 barrels of oil per day.  The Company is also a working interest participant in an additional 15 wells currently drilling or completing in the North Dakota Bakken and Three Forks/Sanish formations.  The Company has achieved a 100% success rate in wells drilled during 2008.

A copy of the press release which the Company issued reporting the foregoing information is attached as Exhibit 99.1.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
 
Description
99.1
 
Press Release dated November 4, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
                                             NORTHERN OIL AND GAS, INC.


Date:  November 4, 2008                                                                                             &# 160;                  By /s/ Michael L. Reger
                                        &# 160;          Michael L. Reger, Chief Executive Officer

 
2

 

EX-99.1 2 exhibit991_110408.htm PRESS RELEASE DATED NOVEMBER 4, 2008 exhibit991_110408.htm

Exhibit 99.1

PRESS RELEASE

 
Northern Oil and Gas, Inc. Announces Third Quarter Results, Additional Seven Successful Bakken Completions and High Working Interest Drilling Agreement

WAYZATA, MINNESOTA --- November 4, 2008 --- Northern Oil and Gas, Inc. (AMEX: NOG) (“Northern Oil”) today announced third quarter net earnings of $871,819, or approximately $0.03 per share on revenue of $1,362,655.  These results represent a 208% increase in earnings compared to the second quarter of 2008.  Revenue increased by approximately 80% compared to the second quarter of 2008 and general and administrative expenses were approximately 40% under previously announced budget.  The Company has reduced general and administrative expenses for the second consecutive quarter this year, demonstrating a strong commitment to cost controls.

Michael Reger, Chief Executive Officer, commented, “We believe the power of our low-overhead model is apparent in our profit margins in the third quarter, despite falling commodity prices.  We expect to continue to increase production at an accelerating pace throughout 2009 as we continue to expand our drilling program.  It is important to note that at this point we have only developed approximately 2% of our entire Bakken acreage inventory; as such, we have significant opportunity remaining in our acreage position.  We expect to continue to develop our acreage on pace with previously announced guidance.  In addition, we believe our oil price hedges extending through 2008 at approximately $105 per barrel of oil will assure us continued price protection during this volatile market period.”

Northern Oil recently participated in the successful drilling and completion of an additional seven oil producing wells in the North Dakota Bakken trend.  The seven wells began producing at an average initial rate of 740 barrels of oil per day.

RECENTLY COMPLETED WELLS

o  
The Wayzata 1-13H well, located in Mountrail County, ND is operated by EOG Resources and produced from the Bakken formation at an initial production rate of 1,355 barrels of oil per day.  Northern Oil holds a 6.25% working interest in the well.
 
o  
The Shonna 1-15H well, located in Divide County, ND is operated by Continental Resources and produced from the Bakken formation at an initial production rate of 403 barrels of oil per day.  Northern Oil holds a 15% working interest in the well.
 
o  
The Voyager 1-18H well, located in Mountrail County, ND is operated by Slawson Exploration and produced from the Bakken formation at an initial production rate of 929 barrels of oil per day.  Northern Oil holds a 5% working interest in the well.
 
o  
The Payara 1-21H well, located in Mountrail County, ND is operated by Slawson Exploration and produced from the Bakken formation (with a single-stage fracture stimulation) at an initial production rate of 622 barrels of oil per day.  Northern Oil holds a 3% working interest in the well.
 
o  
The Strommen 14-8H well, located in Dunn County, ND is operated by Marathon Oil and produced from the Bakken formation at an initial production rate of 632 barrels of oil per day.  Northern Oil holds a 3% working interest in the well.
 
o  
The Voigt 11-15H well, located in Dunn County, ND is operated by Marathon Oil and produced from the Bakken formation at an initial production rate of 550 barrels of oil per day.  Northern Oil holds a 1% working interest in the well.
 
o  
The Willard Kovaloff 21-17H well, located in Dunn County, ND is operated by Marathon Oil and produced from the Bakken formation at an initial production rate of 695 barrels of oil per day.  Northern Oil holds a 1% working interest in the well.
 
“Northern Oil continues to achieve consistent success in our non-operated drilling projects.  As we exit 2008, we are beginning to make preparations to develop our substantial inventory of high working interest drilling units that we believe now entail less risk than our early wells given the evolution of the Williston Basin oil fields,” Reger added.
 
With these most-recent seven completions, Northern Oil now holds working interest in 28 producing wells and has drilled with a 100% success rate in 2008.

ADDITIONAL WELLS DRILLING AND COMPLETING

Northern Oil is also a working interest participant in an additional 15 wells currently drilling or completing in the Bakken and Three Forks/Sanish formations.  The table below summarizes current drilling activity in which Northern Oil is a working interest participant.

OPERATOR
WELL NAME
NOG WI
COUNTY
LOCATION
STATUS
OBJECTIVE
EOG RESOURCES
SIDONIA 1-06H
11.00%
MOUNTRAIL
6-158N/90W
DRILLING
BAKKEN
EOG RESOURCES
AUSTIN 19-30H
5.00%
MOUNTRAIL
30-154N/90W
COMPLETING
BAKKEN
EOG RESOURCES
PARSHALL  11-28H
2.00%
MOUNTRAIL
28-152N/90W
DRILLING
BAKKEN
CONTINENTAL RESOURCES
ELVEIDA  1-33H
10.00%
DIVIDE
33-161N/95W
COMPLETING
THREE FORKS
CONTINENTAL RESOURCES
SKACHENKO 1-31H
6.25%
DUNN
31-146N/95W
COMPLETING
THREE FORKS
CONTINENTAL RESOURCES
ARVID 1-35
5.00%
DIVIDE
35-161N/95W
COMPLETING
THREE FORKS
SLAWSON EXPLORATION
BANDIT  1-29H
27.00%
MOUNTRAIL
29-152N/91W
DRILLING
BAKKEN
SLAWSON EXPLORATION
PEACEMAKER 1-8H
15.00%
MOUNTRAIL
8-152N/91W
COMPLETING
BAKKEN
HESS CORPORATION
BL-BLANCHARD-155-96
2.50%
WILLIAMS
15-155N/96W
COMPLETING
BAKKEN
HESS CORPORATION
EN-HYNEK-0112H-1
2.00%
MOUNTRAIL
1-155N/93W
COMPLETING
BAKKEN
MARATHON OIL COMPANY
MARK SANDSTROM 14-32H
5.00%
MOUNTRAIL
32-151N/93W
COMPLETING
BAKKEN
MARATHON OIL COMPANY
SHOBE 24-20H
3.00%
MOUNTRAIL
20-151N/93W
DRILLING
BAKKEN
MARATHON OIL COMPANY
JODI CARLSON 24-12H
2.00%
DUNN
12-145N/95W
DRILLING
BAKKEN
MARATHON OIL COMPANY
NORTON 24-12H
2.00%
DUNN
12-145N/95W
DRILLING
BAKKEN
CRUSADER ENERGY
OILERS 1H-10
7.50%
RICHLAND
10-21N/59E
DRILLING
BAKKEN


“Northern Oil’s current participation in the Bakken and Three Forks/Sanish formations continues to accelerate and our working interest in wells continues to increase,” added Reger.  “We have not seen a reduction in capital being devoted to the development of the Bakken play despite lower oil prices.  Further, permitting and drilling activity continues to increase particularly in North Dakota.”  Northern Oil acreage has now been included in approximately 170 permitted or docketed-for-permit drilling locations.

DRILLING AGREEMENT

On October 30, 2008, Northern Oil executed a drilling agreement with Slawson Exploration in Mountrail County, North Dakota for a one-well drilling arrangement.  Under that agreement, Northern Oil agreed to sell 120 net acres in Section 5, Township 151 North, Range 92 West for $3,000 per net acre.  Once the transaction is complete, Northern Oil will control a 42% working interest in the section.  The Jericho 1-5H well, expected to be drilled pursuant to the agreement, will be a horizontal Bakken well drilled in the 640 acre section.  The agreement is conditioned on Slawson commencing drilling by March 1, 2009.  Reger commented, “This agreement with Slawson is exciting for the company because it allows us to participate with a 42% working interest in a well directly offsetting high rate production and substantiates the value of the subject acreage.  Slawson Exploration has a track record of success in close proximity to this location and we believe this agreement allows us to leverage their expertise while retaining a significant working interest.”


ABOUT NORTHERN OIL AND GAS

Northern Oil and Gas, Inc. is an exploration and production company based in Wayzata, Minnesota.  Northern Oil's core area of focus is the Williston Basin, specifically the Mountrail County, North Dakota area Bakken and Three Forks/Sanish trend. Northern Oil's secondary objective is conventional, 3D driven, oil and gas exploration and development throughout the Rocky Mountain region.

More information about Northern Oil and Gas, Inc. can be found at www.NorthernOil.com.

SAFE HARBOR:

This press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”).  All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements.  When used in this report, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes.  Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our Company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which our Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our Company’s operations, products, services and prices.

We have based these forward-looking statements on our current expectations and assumptions about future events.  While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.

CONTACT:

Investor Relations
772-219-7525






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