Document


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): August 6, 2018
 

NORTHERN OIL AND GAS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
001-33999
95-3848122
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)

601 Carlson Parkway, Suite 990 
Minnetonka, Minnesota
55305
(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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 2.02.    Results of Operations and Financial Condition.

On August 9, 2018, Northern Oil and Gas, Inc. issued a press release announcing 2018 second quarter financial and operating results. A copy of the press release is furnished as Exhibit 99.1 hereto.


Item 3.02             Unregistered Sales of Equity Securities.

On August 6, 2018 and August 7, 2018, Northern Oil and Gas, Inc. (the “Company”) entered into two independent, separately negotiated exchange agreements with holders of the Company’s 8.00% senior notes due 2020 (the “Notes”). 

Pursuant to the first agreement, the Company agreed to issue 3,244,657 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in exchange for $11,954,000 aggregate principal amount of the Notes.  If the volume weighted average price of the Common Stock over a specified period is below a certain price, the Company will be required to issue additional shares of Common Stock to the holder.  The initial shares of Common Stock are expected to be issued on or about August 13, 2018.

Pursuant to the second agreement, the Company agreed to issue an amount of shares of Common Stock with an agreed-upon value of $1,567,500 in exchange for $1,500,000 aggregate principal amount of the Notes. The actual number of shares of Common Stock to be issued in the exchange will be based on the volume-weighted average price per share of the Common Stock over a specified period.  The shares of Common Stock are expected to be delivered on or about August 13, 2018.

The issuance of the shares of Common Stock in exchange for the Notes is being made in reliance on the exemption from registration provided in Section 3(a)(9) of the Securities Act of 1933, as amended.


Item 9.01.    Financial Statements and Exhibits.

Exhibit Number
 
Description
  
  
  
  
Press release of Northern Oil and Gas, Inc., dated August 9, 2018.







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.

Date: August 9, 2018
NORTHERN OIL AND GAS, INC.
By /s/ Erik J. Romslo                                 
Erik J. Romslo
Executive Vice President, General Counsel and Secretary






Exhibit


Exhibit 99.1

Northern Oil and Gas, Inc. Announces 2018 Second Quarter Results and
Increases 2018 Production Guidance

MINNEAPOLIS, MINNESOTA - August 9, 2018 - Northern Oil and Gas, Inc. (NYSE American: NOG) today announced 2018 second quarter results and increased the company’s full-year 2018 production guidance.

HIGHLIGHTS

Raising full year 2018 production guidance; expect average daily production to increase by 60 - 64% over 2017.
Second quarter production exceeded expectations, increasing 53% year-over-year and 17% sequentially to average 21,046 barrels of oil equivalent (“Boe”) per day.
Exited the second quarter with 16.4 net wells in process after adding 8.1 organic net wells to production.
Announced $500 million in signed acquisitions year-to-date using a combination of cash and equity, which Northern expects to fold into its existing asset base without the addition of new employees.

MANAGEMENT COMMENT

“We are only half way through 2018; however, production has materially exceeded our expectations, cash costs are lower and our success executing on acquisitions has surpassed even our lofty internal goals,” commented Northern’s Chief Executive Officer, Brandon Elliott. “We plan to close our Pivotal Petroleum and W Energy acquisitions at the end of the third quarter, upon which Northern will have reached our goals of substantially growing EBITDA and improving our debt metrics, significantly ahead of plan. We are still not satisfied and continue to aggressively look at all avenues to drive increased growth and returns to our shareholders.”

GUIDANCE

Northern is raising its 2018 production guidance as a result of increased activity as well as the recently announced Pivotal Petroleum and W Energy acquisitions that are expected to close at the end of the third quarter. Northern expects to add approximately 25 - 27 organic net wells to production for the year with a drilling and completion budget of between $200 and $216 million, resulting in a total capital expenditure budget, including acreage, workover and other capitalized costs but excluding announced acquisitions, of between $215 and $230 million. Additional information regarding Northern’s current expectations are included in the tables below.
2018 Production:
Boe Per Day
 
Year/Year
Increase
1st Quarter - Actual
17,995
 
35%
2nd Quarter - Actual
21,046
 
53%
3rd Quarter - Estimate
(Organic + Salt Creek)
(1)
23,000 - 24,000
 

4th Quarter - Estimate
(Organic + Salt Creek + Pivotal + W Energy)
(2)
32,500 - 34,000
 

Annual - Estimate (average Boe per day)(2)
23,670 - 24,300
 
60% - 64%
_____________
(1) The Salt Creek acquisition closed on June 4, 2018.
(2) Assumes closing of pending Pivotal Petroleum and W Energy acquisitions at the end of the third quarter of 2018.












Operating Expenses Guidance:
 
2018
    Production Expenses (per Boe)
 
$7.50 - $8.50
    Production Taxes (% of Oil & Gas Sales)
 
~ 9.2%
    General and Administrative Expense (per Boe):
 

        Cash
 
$1.25 - $1.50
        Non-Cash
 
$0.25 - $0.50
 
 
 
Average Differential to NYMEX WTI
 
 $4.75 - $5.75


SECOND QUARTER 2018 RESULTS

The following tables set forth selected operating and financial data for the periods indicated.
 
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
%
 
 
 
 
 
 
Average Daily Production:
 
 
 
 
 
Oil (Bbl)
17,866

 
11,585

 
54
%
Natural Gas and NGLs (Mcf)
19,084

 
13,254

 
44
%
Total (Boe)
21,046

 
13,794

 
53
%






 
Three Months Ended
June 30,
 
2018
 
2017
Net Sales:
 

 
 

Oil Sales
$
101,036,507

 
$
43,531,170

Natural Gas and NGL Sales
8,010,371

 
4,849,836

Gain (Loss) on Settled Derivatives
(12,266,857
)
 
2,341,030

Total Oil, Natural Gas and NGL Sales Including all Derivative Settlements
96,780,021

 
50,722,036

 
 
 
 
Average Sales Prices:
 

 
 

Average NYMEX Price (per Bbl)(1)
$
67.97

 
$
48.15

Oil Differential (per Bbl)(2)
(5.77
)
 
(6.86
)
Oil (per Bbl)
62.20

 
41.29

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

Natural Gas and NGLs (per Mcf)
4.61

 
4.02

Realized Price on a Boe Basis Including all Realized Derivative Settlements
50.58

 
40.41

 
 
 
 
Operating Expenses:
 

 
 

Production Expenses
$
14,548,922

 
$
12,137,540

Production Taxes
10,131,843

 
4,439,774

General and Administrative Expense
3,251,239

 
4,317,139

Depletion, Depreciation, Amortization and Accretion
22,596,028

 
13,682,452

 
 
 
 
Costs and Expenses (per Boe):
 

 
 

Production Expenses
$
7.60

 
$
9.67

Production Taxes
5.29

 
3.54

General and Administrative Expense
1.70

 
3.44

Depletion, Depreciation, Amortization and Accretion
11.80

 
10.90

 
 
 
 
Net Income (Loss)
$
(96,546,698
)
 
$
13,801,859

Net Income (Loss) Per Common Share – Diluted
$
(0.49
)
 
$
0.22

 
 
 
 
Adjusted Net Income (Loss)(3)
$
18,041,826

 
$
(175,490
)
Adjusted Net Income (Loss) Per Common Share – Diluted(3)
$
0.09

 
$

 
 
 
 
Adjusted EBITDA(3)
$
70,545,647

 
$
30,746,345

____________

(1)  
Based on average NYMEX WTI closing prices.
(2)  
Average oil price differential to the NYMEX WTI.
(3)  
Please see “Non-GAAP Financial Measures” below for additional information and a reconciliation to the most directly comparable GAAP Measure.









CAPITAL EXPENDITURES & DRILLING ACTIVITY
 
 
Three Months Ended
June 30, 2018
Capital Expenditures Incurred:
 
 
Drilling and Development Capital Expenditures
 
$52.3 million
Acquisition of Oil and Natural Gas Properties
 
$59.8 million
Other
 
$0.7 million
 
 
 
Net Wells Added to Production (Includes 5.5 Net Salt Creek Additions)
 
13.6
Net Producing Wells (Period-End)
 
248.3
 
 
 
Net Wells in Process (Period-End)
 
16.4
 
 
 
Weighted Average AFE for In-Process Wells (Period-End)
 
$8.0 million

ACREAGE

As of June 30, 2018, Northern controlled leasehold of approximately 142,248 net acres targeting the Williston Basin Bakken and Three Forks formations. As of June 30, 2018, approximately 93% of the company’s North Dakota acreage position, and approximately 92% of its total acreage position, was developed, held by production or held by operations.

LIQUIDITY

At June 30, 2018, Northern had available liquidity of approximately $240.9 million, comprised of $200.9 million in cash on hand and $40.0 million of capacity on its first lien term loan facility.

HEDGING

Northern hedges portions of its expected production volumes to increase the predictability of its cash flow and to help maintain a strong financial position. The following tables summarize Northern’s open crude oil derivative and basis swap contracts scheduled to settle after June 30, 2018.





Crude Oil Derivative Swaps
Contract Period
 
Volume (Bbls)
 
Weighted Average Price (per Bbl)
2018:
 
 
 
 
3Q
 
1,477,460
 
$60.62
4Q
 
1,381,300
 
$60.44
2019:
 
 
 
 
1Q
 
1,240,200
 
$58.83
2Q
 
1,137,500
 
$58.03
3Q
 
863,600
 
$56.72
4Q
 
717,600
 
$55.70
2020:
 
 
 
 
1Q
 
682,500
 
$54.79
2Q
 
646,100
 
$55.29
3Q
 
349,600
 
$51.73
4Q
 
334,880
 
$51.23
2021:
 
 
 
 
1Q
 
322,200
 
$53.35
2Q
 
309,400
 
$58.09
Crude Oil Derivative Basis Swaps(1)
Contract Period
 
Total Volumes (Bbls)
 
Weighted Average Differential ($/Bbl)
2019
 
1,642,500
 
($1.78)
________________
(1) Basis swaps are settled using the TMX UHC 1a index, as published by NGX.

SECOND QUARTER 2018 EARNINGS RELEASE CONFERENCE CALL

In conjunction with Northern’s release of its financial and operating results, investors, analysts and other interested parties are invited to listen to a conference call with management on Thursday, August 9, 2018 at 11:00 a.m. Central Time.

Those wishing to listen to the conference call may do so via the company’s website, www.northernoil.com, or by phone as follows:

Dial-In Number: (855) 638-5677 (US/Canada) and (262) 912-4762 (International)
Conference ID: 7896327 - Northern Oil and Gas, Inc. Second Quarter 2018 Conference Call
Replay Dial-In Number: (855) 859-2056 (US/Canada) and (404) 537-3406 (International)
Replay Access Code: 7896327 - Replay will be available through August 16, 2018

UPCOMING CONFERENCE SCHEDULE

7th Annual Intellisight Conference
August 15, 2018, Minneapolis, MN

EnerCom’s The Oil & Gas Conference
August 19 - 22, 2018, Denver, CO

Seaport Global Securities Energy & Industrials Conference
August 28 - 29, 2018, Chicago, IL

Johnson Rice & Company 2018 Energy Conference
September 24 - 26, 2018, New Orleans, LA

Seaport Global Securities Energy Day
November 11, 2018, San Francisco, CA





ABOUT NORTHERN OIL AND GAS

Northern Oil and Gas, Inc. is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. 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 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 release regarding Northern’s 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 release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “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:  changes in crude oil and natural gas prices, the pace of drilling and completions activity on Northern’s current properties and properties pending acquisition, Northern’s ability to acquire additional development opportunities, changes in Northern’s reserves estimates or the value thereof, general economic or industry conditions, nationally and/or in the communities in which Northern conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, Northern’s ability to consummate any pending acquisition transactions, other risks and uncertainties related to the closing of pending acquisition transactions, Northern’s ability to raise or access capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, and other economic, competitive, governmental, regulatory and technical factors affecting our company’s operations, products and prices.

Northern has based these forward-looking statements on its current expectations and assumptions about future events. While 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 Northern’s control. Northern does not undertake any duty to update or revise any forward-looking statements, except as may be required by the federal securities laws.

CONTACT:

Nicholas O’Grady
Chief Financial Officer
952-476-9800
nogrady@northernoil.com






CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 AND 2017
(UNAUDITED)
 
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







CONDENSED BALANCE SHEETS
JUNE 30, 2018 AND DECEMBER 31, 2017 
(UNAUDITED)
 
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







Non-GAAP Financial Measures

Adjusted Net Income and Adjusted EBITDA are non-GAAP measures. Northern defines Adjusted Net Income as net income (loss) excluding (i) (gain) loss on the mark-to-market of derivative instruments, net of tax, (ii) write-off of debt issuance costs, net of tax, and (iii) loss on the extinguishment of debt, net of tax. Northern defines Adjusted EBITDA as net income (loss) before (i) interest expense, (ii) income taxes, (iii) depreciation, depletion, amortization and accretion, (iv) (gain) loss on the mark-to-market of derivative instruments, (v) non-cash share based compensation expense, (vi) write-off of debt issuance costs, and (vii) loss on the extinguishment of debt. A reconciliation of each of these measures to the most directly comparable GAAP measure is included below. Management believes the use of these non-GAAP financial measures provides useful information to investors to gain an overall understanding of current financial performance. Specifically, management believes the non-GAAP results included herein provide useful information to both management and investors by excluding certain expenses and unrealized derivatives gains and losses that management believes are not indicative of Northern’s core operating results. In addition, these non-GAAP financial measures are used by management for budgeting and forecasting as well as subsequently measuring Northern’s performance, and management believes it is providing investors with financial measures that most closely align to its internal measurement processes.

Reconciliation of Adjusted Net Income
 
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

 
$

______________
 
(1) 
For the 2018 columns, this represents a tax impact using an estimated tax rate of 24.5% for the three and six months ended June 30, 2018, which includes a $23.4 million and $22.7 million adjustment for an increase in the valuation allowance for the three and six months ended June 30, 2018, respectively. For the 2017 columns, this represents a tax impact using an estimated tax rate of 37.1% and 37.8% for the three and six months ended June 30, 2017, respectively, which includes a $5.1 million and $11.6 million adjustment for a change in valuation allowance for the three and six months ended June 30, 2017, respectively.





Reconciliation of Adjusted EBITDA

 
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