UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549
 
FORM 10-K
(Mark One) 
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.1934
For the fiscal year ended December 31, 20112012
Or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.1934.
For the transition period from ________ to ________
 
Commission File No. 001-33999
__________________

NORTHERN OIL AND GAS, INC.
(Exact Name of Registrant as Specified in Its Charter)

Minnesota95-3848122
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
 
315 Manitoba Avenue – Suite 200, Wayzata, Minnesota 55391
 
 
(Address of Principal Executive Offices) (Zip Code)
 
952-476-9800
 
(Registrant’s Telephone Number, Including Area Code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class Name of Each Exchange On Which Registered
Common Stock, $0.001 par value NYSE Amex Equities MarketMKT
   
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ý No ¨
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No ý
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ý No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated Filer ý
Accelerated Filer ¨
Non-Accelerated Filer ¨
(Do not check if a smaller reporting company)
Smaller Reporting Company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
 
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant on the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing sale price as reported by the NYSE Amex Equities Market)MKT) was approximately $1.296 billion.$937.3 million.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
 
As of February 15, 2012,22, 2013, the registrant had 63,481,85263,630,990 shares of common stock issued and outstanding.
 

 
 
 

DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the proxy statement related to the registrant’s 20122013 Annual Meeting of Shareholders are incorporated by reference into Part III of this annual report.
 
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
 
We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our company and to take advantage of the “safe harbor” protection for forward-looking statements that applicable federal securities law affords.
 
From time to time, our management or persons acting on our behalf may make forward-looking statements to inform existing and potential security holders about our company.  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:  crude oil and natural gas prices, our ability to raise or access capital, 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, 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 and prices.
 
We have based any 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.  Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made.  You should consider carefully the statements in “Item 1A. Risk Factors” and other sections of this report, which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements.  Our company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
 
Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.  We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.  Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the United States Securities and Exchange Commission (the “SEC”) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.
 

 
 
 

GLOSSARY OF TERMS

Unless otherwise indicated in this report, natural gas volumes are stated at the legal pressure base of the state or geographic area in which the reserves are located at 60 degrees Fahrenheit.  Crude oil and natural gas equivalents are determined using the ratio of six Mcf of natural gas to one barrel of crude oil, condensate or natural gas liquids.

The following definitions shall apply to the technical terms used in this report.

Terms used to describe quantities of crude oil and natural gas:

“Bbl.”  –One stock tank barrel of 42 U.S. gallons liquid volume used herein in reference to crude oil, condensate or barrels.NGLs.

“BOEBoe.”  – barrelsA barrel of crude oil equivalent.equivalent and is a standard convention used to express oil, NGL and natural gas volumes on a comparable oil equivalent basis. Gas equivalents are determined under the relative energy content method by using the ratio of 6.0 Mcf of gas to 1.0 Bbl of oil or NGL.

“BoepdBoepd.” – barrels of crude oil equivalentBoe per day.

“Btu or British Thermal Unit.”  The quantity of heat required to raise the temperature of one pound of water by one degree Fahrenheit.

“MBbl.”  –One thousand barrels.barrels of crude oil, condensate or NGLs.

“MBoe.”  – One thousand barrels of crude oil equivalent.Boes.

“Mcf.”  –One thousand cubic feet of natural gas.

“McfeMMBbl.”  – thousand cubic feetOne million barrels of gas equivalent.

“MMBbls” – million barrels.crude oil, condensate or NGLs.

“MMBoe.”  –One million barrels of crude oil equivalent.Boes.

““MMBtuMMbtu.”  –One million British thermal units.Thermal Units.

“MMcf.”  –One million cubic feet of natural gas.

“MMcfeNGLs.”  – million cubic feet ofNatural gas equivalent.

“MMcfepd” – million cubic feet of gas equivalent per day.

“MMcfpd” – million cubic feet of gas per day.

“NGL” –liquids.  Hydrocarbons found in natural gas liquids.that may be extracted as liquefied petroleum gas and natural gasoline.


Terms used to describe our interests in wells and acreage:

“CompletionBasin.”  A large natural depression on the earth’s surface in which sediments generally brought by water accumulate.

“Completion.”  means theThe process of treating a drilled well followed by the installation of permanent equipment for the production of crude oil, NGLs, and/or natural gas.

“Conventional playplay.”  is anAn area that is believed to be capable of producing crude oil, NGLs, and natural gas occurring in discrete accumulations in structural and stratigraphic traps.

“Developed acreageacreage.”  means acreageAcreage consisting of leased acres spaced or assignable to productive wells.  Acreage included in spacing units of infill wells is classified as developed acreage at the time production commences from the initial well in the spacing unit.  As such, the addition of an infill well does not have any impact on a company’s amount of developed acreage.

 
i
 


“Development wellwell.”  is aA well drilled within the proved area of a crude oil, NGL, or natural gas reservoir to the depth of stratigraphic horizon (rock layer or formation) noted to be productive for the purpose of extracting proved crude oil, NGL, or natural gas reserves.

“Dry hole.”  is an exploratory or developmentA well found to be incapable of producing either crude oil or natural gashydrocarbons in sufficient quantities to justify completion as a crude oil or natural gas well.such that proceeds from the sale of such production exceed production expenses and taxes.

“Exploratory well”  is aA well drilled to find and produce crude oil, NGLs, or natural gas in an unproved area, to find a new reservoir in a field previously found to be producing crude oil, NGLs, or natural gas in another reservoir, or to extend a known reservoir.

“Gross acresField.”  An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the numbersurface and the underground productive formations.

“Formation.”  A layer of acres inrock which we own a gross working interest.has distinct characteristics that differs from nearby rock.

“Gross wellacres or Gross wells.”  is a wellThe total acres or wells, as the case may be, in which we own a working interest.interest is owned.

“Held by productionoperations.” is a  A provision in an oil and gas lease that extends a company’s right to operate athe stated term of the lease as long as drilling operations are ongoing on the property.

“Held by production.”  A provision in an oil and gas lease that extends the stated term of the lease as long as the property produces a minimum quantity of crude oil, NGLs, and natural gas.

“Hydraulic fracturing.”  The technique of improving a well’s production or injection rates by pumping a mixture of fluids into the formation and rupturing the rock, creating an artificial channel. As part of this technique, sand or other material may also be injected into the formation to keep the channel open, so that fluids or natural gases may more easily flow through the formation.

“Infill wellwell.”  is aA subsequent well drilled in an established spacing unit to the addition of an already established productive well in the spacing unit.  Acreage on which infill wells are drilled is considered developed commencing with the initial productive well established in the spacing unit.  As such, the addition of an infill well does not have any impact on a company’s amount of developed acreage.

“Net acresacres.”  represent ourThe percentage ownership of gross acreage.acres.  Net acres are deemed to exist when the sum of fractional ownership working interests in gross acres equals one (e.g., a 10% working interest in a lease covering 640 gross acres is equivalent to 64 net acres).

“Net acres under the bit” or “net acreage under the bit” means those net leased acres on which wells are spud, drilling, drilled, awaiting completion or completing in the spacing unit only, and not yet classified as developed acreage, regardless of whether or not such acreage contains proved reserves.  Acreage included in spacing units of infill wells is not considered under the bit because such acreage was already previously classified as developed acreage when the initial well was completed in the subject spacing unit.

“Net wellwell.”  A well that is deemed to exist when the sum of fractional ownership working interests in gross wells equals one.

“NYMEX.”  means theThe New York Mercantile Exchange, which is a designated contract market that facilitates and regulates the trading of crude oil and natural gas contracts subject to NYMEX rules and regulations.Exchange.

“OPECOPEC.”  means theThe Organization of Petroleum Exporting Countries.

“Productive well.”  is an exploratory or a developmentA well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.

“Recompletion.”  The process of treating a drilled well followed by the installation of permanent equipment for the production of crude oil, NGLs or natural gas or, in the case of a dry hole, the reporting of abandonment to the appropriate agency.
ii

“Reservoir.”  A porous and permeable underground formation containing a natural accumulation of producible crude oil, NGLs and/or natural gas that is confined by impermeable rock or water barriers and is separate from other reservoirs.

“Spacing.”  The distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g., 40-acre spacing, and is often established by regulatory agencies.

“Unconventional playplay.”  is anAn area believed to be capable of producing crude oil, NGLs, and/or natural gas occurring in cumulations that are regionally extensive but require recently developed technologies to achieve profitability.  These areas tend to have low permeability and may be closely associated with source rock as this is the case with crude oil and natural gas shale, tight crude oil and natural gas sands and coal bed methane.

“Undeveloped acreage.”  means those leased acresLeased acreage on which wells have not been drilled or completed to a point that would permit the production of economic quantities of crude oil, NGLs, and natural gas, regardless of whether or not such acreage contains proved reserves.  Undeveloped acreage includes net acres under the bitheld by operations until a productive well is established in the spacing unit.

“Unit.”  The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests.  Also, the area covered by a unitization agreement.

“Wellbore.”  The hole drilled by the bit that is equipped for natural gas production on a completed well.  Also called well or borehole.

“West Texas Intermediate or WTI.”  A light, sweet blend of oil produced from the fields in West Texas.

“Working interest.”  means theThe right granted to the lessee of a property to explore for and to produce and own crude oil, NGLs, natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

ii

Terms used to assign a present value to or to classify our reserves:

“Proved reservesPossible reserves.”  – Proved crude oil and natural gasThe additional reserves are those quantities of crude oil and natural gas, which by analysis of geoscience and engineering data can be estimated with reasonable certaintysuggest are less likely to be economically producible—fromrecoverable than probable reserves.

“Pre-tax PV-10% or PV-10.”  The estimated future net revenue, discounted at a given date forward, from known reservoirs,rate of 10% per annum, before income taxes and under existing economic conditions, operating methods,with no price or cost escalation or de-escalation in accordance with guidelines promulgated by the SEC.

“Probable reserves.”  The additional reserves which analysis of geoscience and government regulations—priorengineering data indicate are less likely to the time atbe recovered than proved reserves but which contracts providing the righttogether with proved reserves, are as likely as not to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.  The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.recovered.

“Proved developed producing reserves (PDP’s).” –  Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.  Additional crude oil, NGLs, and natural gas expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery are included in “proved developed reserves” only after testing by a pilot project or after the operation of an installed program has confirmed through production response that increased recovery will be achieved.

“Proved developed non-producing reserves (PDNP’s).” – Proved crude oil, NGLs, and natural gas reserves that are developed behind pipe, shut-in or that can be recovered through improved recovery only after the necessary equipment has been installed, or when the costs to do so are relatively minor.  Shut-in reserves are expected to be recovered from (1) completion intervals which are open at the time of the estimate but which have not started producing, (2) wells that were shut-in for market conditions or pipeline connections, or (3) wells not capable of production for mechanical reasons. Behind-pipe reserves are expected to be recovered from zones in existing wells that will require additional completion work or future recompletion prior to the start of production.
iii

“Proved reserves.”  The quantities of crude oil, NGLs and natural gas, which, by analysis of geosciences and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation.  The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

“Proved undeveloped drilling locationlocation.” –  A site on which a development well can be drilled consistent with spacing rules for purposes of recovering proved undeveloped reserves.

“Proved undeveloped reserves (PUD’s)” or “PUDs.” – Proved crude oil and natural gas reserves  Reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for development. Reserves on undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other undrilled units are claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. Estimates for proved undeveloped reserves arewill not attributedbe attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been provenproved effective by actual tests in the area and in the same reservoir.

“Probable reserves” – are those additional reserves which analysis(i)           The area of the reservoir considered as proved includes: (A) the area identified by drilling and limited by fluid contacts, if any, and (B) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible crude oil, NGLs or natural gas on the basis of available geoscience and engineering data.

(ii)           In the absence of data indicateon fluid contacts, proved quantities in a reservoir are less likelylimited by the lowest known hydrocarbons (“LKH”) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii)           Where direct observation from well penetrations has defined a highest known oil (“HKO”) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv)           Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: (A) successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (B) the project has been approved for development by all necessary parties and entities, including governmental entities.

(v)           Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be recovered than proved reserves but which together with proved reserves, are as likely as notdetermined. The price shall be the average during the 12-month period prior to be recovered.
“Possible reserves” – are those additional reserves which analysisthe ending date of geoscience and engineering data suggest are less likely to be recoverable than probable reserves.
“Pre-taxPV-10% (PV-10)” – means estimated future net revenue, discounted at a rate of 10% per annum, before income taxes and with no price or cost escalation or de-escalation in accordance with guidelines promulgatedthe period covered by the SEC.report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based on future conditions.

“Standardized Measuremeasure.” – means  The estimated future net revenue, discounted at a rate of 10% per annum, after income taxes and with no price or cost escalation, calculated in accordance with Accounting Standards Codification (“ASC”) 932, formerly Statement of Financial Accounting Standards No. 69 “Disclosures About Oil and Gas Producing Activities.”


 
iiiiv
 

NORTHERN OIL AND GAS, INC.

TABLE OF CONTENTS

  Page
Part I
Item 1.Business  2
Item 1A.Risk Factors  9
Item 1B.Unresolved Staff Comments  2023
Item 2.Properties  2023
Item 3.Legal Proceedings  2629
Item 4.
Mine Safety Disclosures
  2729
   
Part II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  2830
Item 6.Selected Financial Data 3133
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations  3334
Item 7A.Quantitative and Qualitative Disclosures About Market Risk  4952
Item 8.Financial Statements and Supplementary Data  5053
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure  5053
Item 9A.Controls and Procedures  5053
Item 9B.Other Information  5356
   
Part III
Item 10.Directors, Executive Officers and Corporate Governance  5457
Item 11.Executive Compensation  5457
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  5457
Item 13.Certain Relationships and Related Transactions, and Director Independence  5457
Item 14.Principal Accountant Fees and Services  5558
   
Part IV
Item 15.Exhibits and Financial Statement Schedules  5558
   
Signatures  5659
Index to Financial StatementsF-1


 
1
 


NORTHERN OIL AND GAS, INC.
 
ANNUAL REPORT ON FORM 10-K
 
FOR FISCAL YEAR ENDED DECEMBER 31, 20112012
 
PART I
 
Item 1. Business

Overview

We are a growth-orientedan independent energy company engaged in the acquisition, exploration, development and production of crude oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana.  We primarily engagebelieve the location, size and concentration of our acreage position in crudeone of North America’s leading unconventional oil-resource plays will provide drilling and development opportunities that result in significant long-term value.  Our primary focus is oil and natural gas exploration and production by participating on a “heads-up” basis alongside third-partythrough non-operated working interests in wells drilled and completed in spacing units that include our acreage.  We typically depend on drilling partners to propose, permit and initiate the drilling of wells.

We believe thatAs a non-operator, we are able to create value via strategic acreage acquisitions and convert that value or portion thereofdiversify our investment exposure by participating in a large number of gross wells, as well as entering into productionmore project areas by utilizingpartnering with numerous experienced industry partners specializingoperating partners.  In addition, because we can elect to participate on a well-by-well basis, we believe we have increased flexibility in the specific areastiming and amount of interest. We have targeted specific prospectsour capital expenditures because we are not burdened with various contractual development agreements or a large operating support staff.  Further, we are able to avoid exploratory costs incurred by many oil and have consistentlygas producers.

During 2012, we participated in crude oilthe drilling activitiesand completion of 563 gross (48.3 net) wells in the Williston Basin.  At December 31, 2012, we owned working interests in 1,227 gross (106.2 net) producing wells, consisting of 1,222 wells targeting the Bakken and Three Forks formations and five exploratory wells targeting other formations.  As of December 31, 2012, we leased approximately 179,131 net acres, all located in the Williston Basin, region since the fourth fiscal quarter of 2007.which approximately 89,777 net acres were developed.

Our business approach is to identify and exploit repeatable and scalable resource plays that can be quickly developed in a cost effective manner.  We also intend to take advantageAs of December 31, 2012, our expertise in aggressive land acquisition to continue to pursue exploration and development projects as a non-operating working interest partner, participating in drilling activities primarily on a heads-up basis proportionate to our working interest. Our business does not depend upon any intellectual property, licenses or other proprietary property unique to our company, but instead revolves around our ability to acquire mineral rights and participate in drilling activities by virtueproved reserves were 67.6 MMBoe (all of our ownership of such rights and through the relationships we have developed with our operating partners.  We believe our competitive advantage lies in our ability to acquire property, specificallywhich were in the Williston Basin,Basin) as estimated by our third-party independent reservoir engineering firm, Ryder Scott Company, LP, which represents 44% growth in our proved reserves compared to year end 2011.  The following table provides a nimble and efficient fashion.summary of certain information regarding our assets:

We historically
  As of December 31, 2012 
     Productive Wells                
  Net Acres  Gross  Net  
Average Daily
Production(1)
  Proved Reserves  % Oil  % Proved Developed  
PV-10(2)
 
           (Boe per day)  (MBoe)        (in thousands) 
North Dakota  138,490   1173   97.9   10,403   66,133   90%  44% $1,261,408 
Montana  40,641   54   8.3   462   1,461   91   77   25,998 
     Total  179,131   1227   106.2   10,865   67,594   90   45  $1,287,406 
___________________

(1)  Represents the average daily production over the three months ended December 31, 2012.
(2)  PV-10 is a non-GAAP financial measure.  For further information and reconciliation to the most directly comparable GAAP measures, see “Item 2. Properties–Proved Reserves.”  The prices used to calculate this measure were $84.92 per barrel of oil and $4.78 per Mcf of natural gas, which includes an uplift factor of 1.7 to reflect liquids and condensates (natural gas liquids are included with natural gas).  The NYMEX benchmark used to calculate PV-10 was $94.71 per barrel of oil and $2.76 per Mcf of gas, translating to an average differential to benchmark prices for us of $9.79 per barrel of oil and a premium of $2.02 per Mcf of gas.

Historically, we have acquired properties by purchasing individual or small groups of leases directly from mineral owners or from landmen or lease brokers, as well as by purchasing lease packages in identified project areas controlled by specific operators. We continue to utilize a variety of methods to acquire properties, and arehave increasingly focusingfocused our efforts on acquiring properties subject to specific drilling projects or included in permitted or drilling spacing units.

We are focused on maintaining a low cash overhead structure.  We believe we are in a position to efficiently exploit and identify high production crude oil and natural gas properties due tothat our unique non-operator model through which we are able to diversify our risk and participate in the evolutionhistory of technology by the collective expertise of those operators with which we partner.  We intend to continue to pursue acquisitions of crude oil, natural gas and mineral leases in desired prospects of the Williston Basin that generate attractive rates of return, complement our core areas and provide a portfolio of lower risk, long-livedacquiring oil and gas properties.

We acquired approximately 43,239 net mineral acres at an average cost of approximately $1,832 per net acre in 2011.  Additionally, we participated in the completion of 354 gross wells with a 100% success rate in the Bakken and Three Forks formations during 2011.  As of December 31, 2011, our principal assets included approximately 167,562 net acres locatedinterests in the Williston Basin, region of the northern United States and approximately 1,281 net acres located in Yates County, New York, as more fully described under the heading “Properties – Leasehold Properties” in Item 2.

Since inception we have drilled and completed, or are currentlyour early participation in the processunconventional development of drilling and completing, 839 gross wells, consisting of five exploration and 834 developmental wells with a 100% success rate targeting the Bakken and Three Forks formations.  At December 31, 2011, we owned working interests in 664 successful discoveries, consisting of 659 targeting the Bakken and Three Forks formations and five exploratory wells targeting other formations.  As of December 31 2011,the relationships we had developed approximately 52,219 net acreshave established with the various operators within the basin, provide us a competitive advantage in our efforts to secure additional oil and had approximately 17,290 net acres currently ingas properties within the process of drilling and completing.Williston Basin.

 
 
2
 
 
The following table provides
We seek to create value through strategic acreage acquisitions and partnering with operators who have experience in developing and producing oil in our core areas.  We have targeted specific prospects and have consistently participated in drilling programs in the Williston Basin.  We have more than 25 experienced operating partners that provide both technical capabilities and additional sources for acreage acquisitions.  Additionally, through our participation in 1,227 gross (106.2 net) producing wells, we have assembled an extensive database of information regardingrelated to well performance for different areas of the Williston Basin, which helps us evaluate acquisition opportunities and the drilling programs of our assets and operations.

At December 31, 2011  Year Ended December 31, 2011 
         Productive Wells  
Average
Daily Production Volumes(d)
 
Proved Reserves(a)
  
Pre-Tax
PV10%(b)(c)
  % Oil  Gross  Net 
(MBoe)  (Thousands)           (BOE) 
 46,822  $1,101,333   89%  664   57.9   5,275 

___________________

(a)  MBoe is defined as one thousand barrels of oil equivalent determined using the ratio of six Mcf of natural gas to one barrel of crude oil, condensate or natural gas liquids.
(b)  The prices used to calculate this measure were $90.17 per barrel of crude oil and $6.18 per Mcf of natural gas, using a BTU factor of 1.5 to reflect liquids and condensates (natural gas liquids are included with natural gas).  Under SEC guidelines, these prices represent the average prices per barrel of crude oil and per Mcf of natural gas at the beginning of each month in the 12-month period prior to the end of the reporting period, which averages are then adjusted to reflect applicable transportation and quality differentials.
(c)  Pre-Tax PV 10% (“PV-10”) may be considered a non-GAAP financial measure as defined by the SEC.  We believe that the presentation of PV-10 is relevant and useful to our investors as supplemental disclosure to the standardized measure, or after-tax amount, because it presents the discounted cash flows attributable to our proved reserves before taking into account future corporate income taxes and our current tax structure.  While the standardized measure is dependent on the unique tax situation of each company, PV-10 can be used with the industry and by creditors and security analysts to valuate estimated net cash flows from proved reserves on a more comparable basis.  The difference between the standardized measure at December 31, 2011, which was $839 million, and the PV-10 amount was discounted estimated future income tax of $263 million at December 31, 2011.
(d)  Average daily production volumes calculated based on 365 day year.  Average daily production on a BOE volume basis during the fourth quarter of 2011 was 6,950.

operating partners.

Business Strategy

Our business strategy is to create value for our shareholders by growing reserves, production and cash flow on a cost-efficient basis.  Key elements of our strategybusiness strategies include:

·  
Developing and exploiting our existing properties.Continue Participation in the Development of Our Existing Properties in the Williston Basin as a Non-Operator.  Development of our existing position in the Williston Basin resource play is our primary objective.  We plan to continue to concentrate our capital expenditures in the Williston Basin, where we believe our current acreage position provides an attractive return on the capital employed on our multi-year drilling inventory.inventory of oil-focused properties.

·  
Maintain Long-Life Reserve BaseDiversify Our Risk Through Non-Operated Participation in a Larger Number of Bakken and Three Forks Wells.  As a non-operator, we seek to diversify our investment and operational risk through participation in a large number of oil wells and with multiple operators.  As of December 31, 2012, we have participated in 1,227 gross (106.2 net) producing wells in the Williston Basin with an average working interest of 8.7% in each gross well, with more than 25 experienced operating partners.  We focusexpect to continue partnering with numerous experienced operators across our acreage acquisition and development activities on resources that target long-life oil and gas reserves.  Long-life oil and gas reserves provide a more stable growth platform than short-life reserves. Long-life reserves reduce reinvestment risk as they lessen the amount of reinvestment capital deployed each year to replace production. Long-life crude oil and natural gas reserves also assist us in minimizing costs as stable production makes it easier to build and maintain operating economies of scale.leasehold positions.

·  
Make Strategic Acquisitions in the Williston Basin at Attractive Prices.  We generally seek to acquire small lease positions at a significant discount to the contiguous acreage positions typically sought by larger producers.  As part of this strategy, we consider areas that are actively being drilled and permitted and where we have an understanding of the operators and their drilling plans, capital requirements and well economics.  Historically, we have acquired properties by purchasing individual or small groups of leases directly from mineral owners or from landmen or lease brokers, as well as purchasing lease packages in identified project areas controlled by specific operators.  We believe this acquisition strategy will allow us to expand our operations at attractive prices.  During 2012, we acquired 17,590 net acres at an average cost of $1,788 per acre, and earned an additional 6,450 net acres through farm-in arrangements.  During 2011, we acquired approximately 43,239 net acres at an average price of $1,832 per acre.

·  
Disciplined Financial Approach.Maintain a Strong Balance Sheet and Actively Manage Commodity Price Risk.  Our goal is to remain financially strong, yet flexible, through the prudent management of our balance sheet and active management of commodity price volatility.  We have historically fundedemploy an active commodity price risk management program to better enable us to execute our growth activity throughbusiness plan over the entire commodity price cycle.  Our current program includes a combination of equityswaps and bank borrowings and internally generated cash flow, as appropriate, to maintaincostless collars on a significant percentage of our strong financial position.  We periodically enter intoexpected production over a rolling 36-month horizon.  The following table summarizes the oil derivative contracts to support cash flow generation on our existing properties and help ensure expected cash flows from our properties.  Typically,that we use costless collars and fixed price oil contracts to provide an attractive base commodity price level.have entered into for each year as of December 31, 2012:

Costless Collars 
Contract Period Volume (Bbl)  Average Floor  Average Ceiling 
2013  2,153,269  $90.01  $104.17 
2014  240,000  $90.00  $99.05 


 
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Swaps 
Contract Period Volume (Bbl)  Average Price 
2013  960,000  $91.86 
2014  2,130,000  $91.65 

Industry Operating Environment

The crude oil and natural gas industry is affected by many factors that we generally cannot control. Government regulations, particularly in the areas of taxation, energy, climate change and the environment, can have a significant impact on operations and profitability.  Significant factors that will impact crude oil prices in the current fiscal year and future periods include: political and social developments in the Middle East, demand in Asian and European markets, and the extent to which members of OPEC and other oil exporting nations manage oil supply through export quotas.  Daily WTI crude oil prices averaged $95.11$94.15 per barrel in 20112012 with a high of $114.83$109.77 per barrel in MayFebruary and a low of $74.95$77.69 per barrel in October.June.  Additionally, natural gas prices continue to be under pressure due to concerns over excess supply of natural gas due to the high productivity of emerging shale plays in the United States and continued lower product demand caused by a weakened economy.  Natural gas prices are generally determined by North American supply and demand and are also affected by imports of liquefied natural gas.  Weather also has a significant impact on demand for natural gas since it is a primary heating source.

Development

We primarily engage in crude oil and natural gas exploration and production by participating on a proportionate basis alongside third-party interests in wells drilled and completed in spacing units that include our acreage.  We typically depend on drilling partners to propose, permit and initiate the drilling of wells.  Prior to commencing drilling, our partners are required to provide all owners of crude oil, natural gas and mineral interests within the designated spacing unit the opportunity to participate in the drilling costs and revenues of the well to the extent of their pro-rata share of such interest within the spacing unit.  We assess each drilling opportunity on a case-by-case basis and participate in wells that we expect to meet our return thresholds based upon our estimates of ultimate recoverable crude oil and natural gas, expertise of the operator and completed well cost from each project, as well as other factors.  At the present time we expect to participate pursuant to our working interest in substantially all, if not all,a majority of the wells proposed to us.

We do not manage our commodities marketing activities internally, but our operating partners generally market and sell crude oil and natural gas produced from wells in which we have an interest.  Our operating partners coordinate the transportation of our crude oil production from our wells to appropriate pipelines or rail transport facilities pursuant to arrangements that such partners negotiate and maintain with various parties purchasing the production.  We understand that our partners generally sell our production to a variety of purchasers at prevailing market prices under separately negotiated short-term contracts.  The price at which production is sold generally is tied to the spot market for crude oil.  Williston Basin Light Sweet Crude from the Bakken source rock is generally 41-42 API crude oil and is readily accepted into the pipeline infrastructure.  The weighted average differential reported to us by our producers during 20112012 was $6.02$9.79 per barrel below NYMEX pricing.  Our weighted average differential was approximately $5.01$2.17 per barrel below NYMEX pricing during the fourth quarter of 2011.2012.  This differential represents the imbedded transportation costs in moving the crude oil from wellhead to refinery and will fluctuate based on availability of pipeline, rail and other transportation methods.

Competition

The crude oil and natural gas industry is intensely competitive, and we compete with numerous other crude oil and natural gas exploration and production companies.  Some of these companies have substantially greater resources than we have.  Not only do they explore for and produce crude oil and natural gas, but also many carry on midstream and refining operations and market petroleum and other products on a regional, national or worldwide basis.  The operations of other companies may be able to pay more for exploratory prospects and productive crude oil and natural gas properties.  They may also have more resources to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit.

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Our larger or integrated competitors may have the resources to be better able to absorb the burden of existing, and any changes to federal, state, and local laws and regulations more easily than we can, which would adversely affect our competitive position.  Our ability to discover reserves and acquire additional properties in the future will be dependent upon our ability and resources to evaluate and select suitable properties and to consummate transactions in this highly competitive environment.  In addition, we may be at a disadvantage in producing crude oil and natural gas properties and bidding for exploratory prospects, because we have fewer financial and human resources than other companies in our industry.  Should a larger and better financed company decide to directly compete with us, and be successful in its efforts, our business could be adversely affected.

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Marketing and Customers

The market for crude oil and natural gas that we will producebe produced from our properties depends on factors beyond our control, including the extent of domestic production and imports of crude oil and natural gas, the proximity and capacity of natural gas pipelines and other transportation facilities, demand for crude oil and natural gas, the marketing of competitive fuels and the effects of state and federal regulation. The crude oil and natural gas industry also competes with other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers.

Our crude oil production is expected to be sold at prices tied to the spot crude oil markets.  Our natural gas production is expected to be sold under short-term contracts and priced based on first of the month index prices or on daily spot market prices.  We rely on our operating partners to market and sell our production.  Our operating partners involveinclude a variety of exploration and production companies, from large publicly-traded companies to small, privately-owned companies. We do not believe the loss of any single operator would have a material adverse effect on our company as a whole.

Title to Properties

Our properties are subject to customary royalty interests, liens under indebtedness, liens incident to operating agreements, liens for current taxes and other burdens, including other mineral encumbrances and restrictions.  Our credit agreement is also secured by a first lien on substantially all of our assets.  We do not believe that any of these burdens materially interfere with the use of our properties or the operation of our business.
 
We believe that we have satisfactory title to or rights in all of our producing properties.  As is customary in the oil and gas industry, minimal investigation of title is made at the time of acquisition of undeveloped properties.  In most cases, we investigate title and obtain title opinions from counsel only when we acquire producing properties or before commencement of drilling operations.

Principal Agreements Affecting Our Ordinary Business

We do not own any physical real estate, but, instead, our acreage is comprised of leasehold interests subject to the terms and provisions of lease agreements that provide our company the right to drill and maintain wells in specific geographic areas.  All lease arrangements that comprise our acreage positions are established using industry-standard terms that have been established and used in the crude oil and natural gas industry for many years. Some of our leases may be acquired from other parties that obtained the original leasehold interest prior to our acquisition of the leasehold interest.

In general, our lease agreements stipulate three to five year terms.  Bonuses and royalty rates are negotiated on a case-by-case basis consistent with industry standard pricing.  Once a well is drilled and production established, the wellleased acreage in the applicable spacing unit is considered developed acreage and is held by production.  Other locations within the drilling unit created for a well may also be drilled at any time with no time limit as long as the lease is held by production.  Given the current pace of drilling in the Bakken play at this time, we do not believe lease expiration issues will materially affect our North Dakota position.

Governmental Regulation and Environmental Matters

Our operations are subject to various rules, regulations and limitations impacting the crude oil and natural gas exploration and production industry as whole.


 
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Regulation of Crude Oil and Natural Gas Production

Our crude oil and natural gas exploration, production and related operations, when developed, are subject to extensive rules and regulations promulgated by federal, state, tribal and local authorities and agencies.  For example, North Dakota and Montana require permits for drilling operations, drilling bonds and reports concerning operations and impose other requirements relating to the exploration and production of crude oil and natural gas. Such states may also have statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of crude oil and natural gas properties, the establishment of maximum rates of production from wells, and the regulation of spacing, plugging and abandonment of such wells.  Failure to comply with any such rules and regulations can result in substantial penalties.  The regulatory burden on the crude oil and natural gas industry will most likely increase our cost of doing business and may affect our profitability.  Although we believe we are currently in substantial compliance with all applicable laws and regulations, because such rules and regulations are frequently amended or reinterpreted, we are unable to predict the future cost or impact of complying with such laws.  Significant expenditures may be required to comply with governmental laws and regulations and may have a material adverse effect on our financial condition and results of operations.

Environmental Matters

Our operations and properties are subject to extensive and changing federal, state and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health. The recent trend in environmental legislation and regulation generally is toward stricter standards, and this trend will likely continue. These laws and regulations may:

 ▪●require the acquisition of a permit or other authorization before construction or drilling commences and for certain other activities;
 
 ▪
●
limit or prohibit construction, drilling and other activities on certain lands lying within wilderness and other protected areas; and
 
 ▪
●
impose substantial liabilities for pollution resulting from its operations.
 
The permits required for our operations may be subject to revocation, modification and renewal by issuing authorities.  Governmental authorities have the power to enforce their regulations, and violations are subject to fines or injunctions, or both.  In the opinion of management, we are in substantial compliance with current applicable environmental laws and regulations, and have no material commitments for capital expenditures to comply with existing environmental requirements. Nevertheless, changes in existing environmental laws and regulations or in interpretations thereof could have a significant impact on our company, as well as the crude oil and natural gas industry in general.

The Comprehensive Environmental, Response, Compensation, and Liability Act (“CERCLA”) and comparable state statutes impose strict, joint and several liability on owners and operators of sites and on persons who disposed of or arranged for the disposal of “hazardous substances” found at such sites. It is not uncommon for the neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment.  The Federal Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes govern the disposal of “solid waste” and “hazardous waste” and authorize the imposition of substantial fines and penalties for noncompliance. Although CERCLA currently excludes petroleum from its definition of “hazardous substance,” state laws affecting our operations may impose clean-up liability relating to petroleum and petroleum related products. In addition, although RCRA classifies certain crude oil field wastes as “non-hazardous,” such exploration and production wastes could be reclassified as hazardous wastes thereby making such wastes subject to more stringent handling and disposal requirements.

The Oil Pollution Act of 1990 (“OPA”) and regulations issued under OPA impose strict, joint and several liability on “responsible parties” for damages resulting from oil spills into or upon navigable waters, adjoining shorelines or in the exclusive economic zone of the United States.  A “responsible party” includes the owner or operator of an onshore facility and the lessee or permittee of the area in which an offshore facility is located.  The OPA establishes a liability limit for onshore facilities of $350.0 million, while the liability limit for offshore facilities is the payment of all removal costs plus up to $75.0 million in other damages, but these limits may not apply if a spill is caused by a party’s gross negligence or willful misconduct; the spill resulted from violation of a federal safety, construction or operating regulation; or if a party fails to report a spill or to cooperate fully in a cleanup.  We are not aware of any action or event that would subject us to liability under OPA, and we believe that compliance with OPA’s requirements will not have a material adverse effect on us.

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The Endangered Species Act (“ESA”) seeks to ensure that activities do not jeopardize endangered or threatened animal, fish and plant species, nor destroy or modify the critical habitat of such species.  Under ESA, exploration and production operations, as well as actions by federal agencies, may not significantly impair or jeopardize the species or its habitat.  ESA provides for criminal penalties for willful violations of ESA.  Other statutes that provide protection to animal and plant species and that may apply to our operations include, but are not necessarily limited to, the Fish and Wildlife Coordination Act, the Fishery Conservation and Management Act, the Migratory Bird Treaty Act and the National Historic Preservation Act.  Although we believe that our operations will be in substantial compliance with such statutes, any change in these statutes or any reclassification of a species as endangered could subject our company (directly or indirectly through our operating partners) to significant expenses to modify our operations or could force discontinuation of certain operations altogether.
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On April 17, 2012, EPA finalized rules proposed on July 28, 2011 that establish new air emission controls for oil and natural gas production and natural gas processing operations. Specifically, the EPA’s rule package includes New Source Performance Standards to address emissions of sulfur dioxide and volatile organic compounds (“VOCs”) and a separate set of emission standards to address hazardous air pollutants frequently associated with oil and natural gas production and processing activities. The rules establish specific new requirements regarding emissions from compressors, dehydrators, storage tanks and other production equipment. In addition, the rules revise leak detection requirements for natural gas processing plants. These rules may require a number of modifications to the operations of our third-party operating partners, including the installation of new equipment to control emissions from compressors. Although we cannot predict the cost to comply with these new requirements at this point, compliance with these new rules could result in significant costs, including increased capital expenditures and operating costs, and could adversely impact our business.
 
The Clean Air Act, as amended,These new regulations and comparable state laws restrict the emission of air pollutants from many sources, including compressor stations. These lawsproposals and any implementingother new regulations may require us or our operating partners to obtain pre-approval forrequiring the construction or modificationinstallation of certain projects or facilities expected to produce air emissions, impose stringent air permit requirements, or use specific equipment or technologies to control emissions. While we may be required (directly or indirectly through our operating partners) to incur certain capital expenditures in the next few years for airmore sophisticated pollution control equipment in connection with maintaining or obtaining operating permits addressing other air emission-related issues, we do not believe that such requirements willcould have a material adverse effectimpact on our operations.
Changes in environmental laws and regulations sometimes occur, and any changes that result in more stringent and costly waste handling, storage, transport, disposal or cleanup requirements for any substances used or produced in our operations could materially adversely affect ourbusiness, results of operations and financial position, as well as those of the oil and gas industry in general. For instance, recent scientific studies have suggested that emissions of certain gases commonly referred to as “greenhouse gases” and including carbon dioxide and methane, may be contributing to warming of the Earth’s atmosphere.  See “climate change” below.condition.

The Federal Water Pollution Control Act of 1972, or the Clean Water Act (the “CWA”), imposes restrictions and controls on the discharge of produced waters and other pollutants into navigable waters. Permits must be obtained to discharge pollutants into state and federal waters and to conduct construction activities in waters and wetlands. The CWA and certain state regulations prohibit the discharge of produced water, sand, drilling fluids, drill cuttings, sediment and certain other substances related to the oil and gas industry into certain coastal and offshore waters without an individual or general National Pollutant Discharge Elimination System discharge permit.
The EPA had regulations In addition, the Clean Water Act and analogous state laws require individual permits or coverage under the authority of the CWA that required certain oil and gas exploration and production projects to obtaingeneral permits for construction projects with storm water discharges.  However, the Energy Policy Act of 2005 nullified most of the EPA regulations that required storm water permitting of oil and gas construction projects.  There are still some state and federal rules that regulate the dischargedischarges of storm water runoff from some oil and gas construction projects.certain types of facilities. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater conditions. Costs may be associated with the treatment of wastewater and/or developing and implementing storm water pollution prevention plans. The CWA and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges of oil and other pollutants and impose liability on parties responsible for those discharges, for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

The underground injection of oil and natural gas wastes are regulated by the Underground Injection Control program authorized by the Safe Drinking Water Act.  The primary objective of injection well operating requirements is to ensure the mechanical integrity of the injection apparatus and to prevent migration of fluids from the injection zone into underground sources of drinking water.  Substantially all of the oil and natural gas production in which we have interest is developed from unconventional sources that require hydraulic fracturing as part of the completion process.  Hydraulic fracturing involves the injection of water, sand and chemicals under pressure into the formation to stimulate gas production.  Legislation to amend the Safe Drinking Water Act to repeal the exemption for hydraulic fracturing from the definition of “underground injection” and require federal permitting and regulatory control of hydraulic fracturing, as well as legislative proposals to require disclosure of the chemical constituents of the fluids used in the fracturing process, were proposed in recent sessions of Congress.  The U.S. Congress continues to consider legislation to amend the Safe Drinking Water Act to subject hydraulic fracturing operations to regulation under the Act’s Underground Injection Control Program to require disclosure of chemicals used in the hydraulic fracturing process.

Scrutiny of hydraulic fracturing activities continues in other ways.  The federal government is currently undertaking several studies of hydraulic fracturing’s potential impacts.  Several states, including Montana and North Dakota where our properties are located, have also proposed or adopted legislative or regulatory restrictions on hydraulic fracturing.  We cannot predict whether any other legislation will ever be enacted and if so, what its provisions would be.  If additional levels of regulation and permits were required through the adoption of new laws and regulations at the federal or state level, which could lead to delays, increased operating costs and process prohibitions that would materially adversely affect our revenue and results of operations.
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The National Environmental Policy Act, or NEPA, establishes a national environmental policy and goals for the protection, maintenance and enhancement of the environment and provides a process for implementing these goals within federal agencies.  A major federal agency action having the potential to significantly impact the environment requires review under NEPA.  Many of the activities of our third-party operating partners are covered under categorical exclusions which results in a shorter NEPA review process.  The Council on Environmental Quality has announced an intention to reinvigorate NEPA reviews and on March 12, 2012, issued final guidance that may result in longer review processes that could lead to delays and increased costs that could materially adversely affect our revenues and results of operations.

Climate Change

Significant studies and research have been devoted to climate change and global warming, and climate change has developed into a major political issue in the United States and globally.  Certain research suggests that greenhouse gas emissions contribute to climate change and pose a threat to the environment.  Recent scientific research and political debate has focused in part on carbon dioxide and methane incidental to crude oil and natural gas exploration and production. Many

In the United States, legislative and regulatory initiatives are underway to limit greenhouse gas emissions. The U.S. Congress has considered legislation that would control GHG emissions through a “cap and trade” program and several states andhave already implemented programs to reduce GHG emissions.  The U.S. Supreme Court determined that GHG emissions fall within the federal government have enacted legislation directed at controllingClean Air Act, or the CAA, definition of an “air pollutant,” and in response the EPA promulgated an endangerment finding paving the way for regulation of GHG emissions under the CAA. In 2010, the EPA issued a final rule, known as the “Tailoring Rule,” that makes certain large stationary sources and modification projects subject to permitting requirements for greenhouse gas emissions under the Clean Air Act.

In addition, in September 2009, the EPA issued a final rule requiring the reporting of GHGs from specified large GHG emission sources in the United States beginning in 2011 for emissions in 2010.  On November 30, 2010, the EPA published a final rule expanding its existing GHG emissions reporting to include onshore and future legislationoffshore oil and natural gas systems beginning in 2012.  Our third party operating partners are required to report their greenhouse gas emissions under these rules.  Because regulation of GHG emissions is relatively new, further regulatory, legislative and judicial developments are likely to occur.  Such developments may affect how these GHG initiatives will impact us.  Moreover, while the U.S. Supreme Court held in its June 2011 decision American Electric Power Co. v. Connecticut that, with respect to claims concerning GHG emissions, the federal common law of nuisance was displaced by the federal Clean Air Act, the Court left open the question of whether tort claims against sources of GHG emissions alleging property damage may proceed under state common law.  There thus remains some litigation risk for such claims.  Due to the uncertainties surrounding the regulation of and other risks associated with GHG emissions, we cannot predict the financial impact of related developments on us.
Legislation or regulations that may be adopted to address climate change could impose additional restrictionsalso affect the markets for our products by making our products more or requirements in connectionless desirable than competing sources of energy.  To the extent that our products are competing with our drilling and production activities and favor use of alternativehigher greenhouse gas emitting energy sources, which could negatively impact operating costsour products would become more desirable in the market with more stringent limitations on greenhouse gas emissions.  To the extent that our products are competing with lower greenhouse gas emitting energy sources such as solar and demand for crude oil products. As such,wind, our business couldproducts would become less desirable in the market with more stringent limitations on greenhouse gas emissions.  We cannot predict with any certainty at this time how these possibilities may affect our operations.
The majority of scientific studies on climate change suggest that stronger storms may occur in the future in the areas where we operate, although the scientific studies are not unanimous.  Although operators may take steps to mitigate physical risks from storms, no assurance can be materially adversely affected by domestic and international legislation targeted at controlling climate change.given that future storms will not have a material adverse effect on our business.


 
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Employees

We currently have 19 full time employees.  Our Chief Executive Officer and Chairman, Michael L. Reger, and our President, Ryan R. Gilbertson, are responsible for all material policy-making decisions.  They are assisted in the implementation of our company’s business by our Chief Financial Officer and our Chief Operating Officer.  All employees have entered into written employment agreements.  As drilling production activities continue to increase, we may hire additional technical or administrative personnel as appropriate.  We do not expect a significant change in the number of full time employees over the next 12 months based upon our currently-projected drilling plan.  We are using and will continue to use the services of independent consultants and contractors to perform various professional services.  We believe that this use of third-party service providers enhances our ability to contain general and administrative expenses.

Office Locations

Our executive offices are located at 315 Manitoba Avenue, Suite 200, Wayzata, Minnesota 55391. Our office space consists of 4,653 square feet of leased space.  We believe our current office space is sufficient to meet our needs for the foreseeable future.

Organizational Background

Our company took its present form on March 20, 2007, when Northern Oil and Gas, Inc. (“Northern”), a Nevada corporation engaged in our current business, merged with and into our subsidiary, with Northern remaining as the surviving corporation (the “Merger”). Northern then merged into us, and we were the surviving corporation. We then changed our name to Northern Oil and Gas, Inc.  As a result of the Merger, Northern was deemed to be the acquiring company for financial reporting purposes and the transaction was accounted for as a reverse merger.  Our primary operations are now those formerly operated by Northern as well as other business activities since March 2007.

On June 30, 2010, we reincorporated in the State of Minnesota from the State of Nevada pursuant to a plan of merger between Northern Oil and Gas, Inc., a Nevada corporation, and Northern Oil and Gas, Inc., a Minnesota corporation and wholly-owned subsidiary of the Nevada corporation. Upon the reincorporation, each outstanding certificate representing shares of the Nevada corporation’s common stock was deemed, without any action by the holders thereof, to represent the same number and class of shares of our company’s common stock.  As of June 30, 2010, the rights of our shareholders began to be governed by Minnesota corporation law and our current articles of incorporation and bylaws.

Available Information – Reports to Security Holders

Our website address is www.northernoil.com.  We make available on this website under “Investor Relations,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the SEC.  These filings are also available to the public at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  Electronic filings with the SEC are also available on the SEC internet website at www.sec.gov.

We have also posted to our website our Audit Committee Charter, Compensation Committee Charter, Nominating Committee Charter and our Code of Business Conduct and Ethics, in addition to all pertinent company contact information.


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Item 1A. Risk Factors

Risks Related to our Business

Oil and natural gas prices are volatile. A protracted period of depressed oil and natural gas prices could adversely affect our financial position, results of operations and cash flow.

The possibilityoil and natural gas markets are very volatile, and we cannot predict future oil and natural gas prices.  The prices we receive for our oil and natural gas production heavily influences our revenue, profitability, access to capital and future rate of growth.  The prices we receive for our production and the levels of our production depend on numerous factors beyond our control.  These factors include, but are not limited to, the following:
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·  changes in global supply and demand for oil and natural gas;
·  the actions of OPEC and other major oil producing countries;
·  the price and quantity of imports of foreign oil and natural gas;
·  political and economic conditions, including embargoes, in oil-producing countries or affecting other oil-producing activity;
·  the level of global oil and natural gas exploration and production activity;
·  the level of global oil and natural gas inventories;
·  weather conditions;
·  technological advances affecting energy consumption;
·  domestic and foreign governmental regulations;
·  proximity and capacity of oil and natural gas pipelines and other transportation facilities;
·  the price and availability of competitors’ supplies of oil and natural gas in captive market areas; and
·  the price and availability of alternative fuels.
Lower oil and natural gas prices may not only decrease our revenues but also may reduce the amount of oil and natural gas that our operators can produce economically and therefore potentially lower our reserve bookings.  A substantial or extended decline in oil or natural gas prices may result in impairments of our proved oil and natural gas properties and may materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.  To the extent commodity prices received from production are insufficient to fund planned capital expenditures, we may be required to reduce spending or borrow or issue additional equity to cover any such shortfall.  Lower oil and natural gas prices may also reduce the amount of our borrowing base under our revolving credit facility, which is determined at the discretion of the lenders based on the collateral value of our proved reserves that have been mortgaged to the lenders and is subject to redetermination from time to time as provided in our credit agreement.
Our estimated reserves are based on many assumptions that may prove to be inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.
Determining the amount of oil and natural gas recoverable from various formations involves significant uncertainty.  No one can measure underground accumulations of oil or natural gas in an exact way.  Oil and natural gas reserve engineering requires subjective estimates of underground accumulations of oil and/or natural gas and assumptions concerning future oil and natural gas prices, production levels, and operating and development costs.  Some of our reserve estimates are made without the benefit of a global financial crisislengthy production history, and are less reliable than estimates based on a lengthy production history.  As a result, estimated quantities of proved reserves and projections of future production rates and the timing of development expenditures may significantly impactprove to be inaccurate.
We routinely make estimates of oil and natural gas reserves in connection with managing our business and financial condition forpreparing reports to our lenders and investors.  We make these reserve estimates using various assumptions, including assumptions as to oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds.  Some of these assumptions are inherently subjective, and the foreseeable future.

The credit crisisaccuracy of our reserve estimates relies in part on the ability of our management team, reserve engineers and related turmoilother advisors to make accurate assumptions.  Any significant variance from these assumptions by actual figures could greatly affect our estimates of reserves, the economically recoverable quantities of oil, natural gas and NGLs attributable to any particular group of properties, the classifications of reserves based on risk of recovery, and estimates of the future net cash flows. Numerous changes over time to the assumptions on which our reserve estimates are based, as described above, often result in the global financial system mayactual quantities of oil, natural gas and NGLs we ultimately recover being different from our reserve estimates.
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Drilling for and producing oil, natural gas and NGLs are high risk activities with many uncertainties that could adversely impact our business andaffect our financial condition or results of operations.
Our operators’ drilling activities are subject to many risks, including the risk that they will not discover commercially productive reservoirs.  Drilling for oil or natural gas can be uneconomical, not only from dry holes, but also from productive wells that do not produce sufficient revenues to be commercially viable.  In addition, drilling and producing operations on our acreage may be curtailed, delayed or canceled by our operators as a result of other factors, including:
·  the high cost, shortages or delivery delays of equipment and services;
·  shortages of or delays in obtaining water for hydraulic fracturing operations;
·  unexpected operational events;
·  adverse weather conditions;
·  facility or equipment malfunctions;
·  title problems;
·  pipeline ruptures or spills;
·  compliance with environmental and other governmental requirements;
·  unusual or unexpected geological formations;
·  loss of drilling fluid circulation;
·  formations with abnormal pressures;
·  environmental hazards, such as oil, natural gas or well fluids spills or releases, pipeline or tank ruptures and discharges of toxic gas;
·  fires;
·  blowouts, craterings and explosions;
·  uncontrollable flows of oil, natural gas or well fluids; and
·  pipeline capacity curtailments.
Any of these events can cause substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution, environmental contamination, loss of wells and regulatory penalties.
We ordinarily maintain insurance against various losses and liabilities arising from our operations; however, insurance against all operational risks is not available to us.  Additionally, we may face challengeselect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the perceived risks presented.  Losses could therefore occur for uninsurable or uninsured risks or in amounts in excess of existing insurance coverage.  The occurrence of an event that is not fully covered by insurance could have a material adverse impact on our business activities, financial condition and results of operations.
If oil or natural gas prices decrease or drilling efforts are unsuccessful, we may be required to record writedowns of our oil and natural gas properties.
We could be required to write down the carrying value of certain of our oil and natural gas properties.  Writedowns may occur when oil and natural gas prices are low, or if we have downward adjustments to our estimated proved reserves, increases in our estimates of operating or development costs, deterioration in drilling results or mechanical problems with wells where the cost to redrill or repair is not supported by the expected economics.
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Accounting rules require that the carrying value of oil and natural gas properties be periodically reviewed for possible impairment. Impairment is recognized for the excess of book value over fair value when the book value of a proved property is greater than the expected undiscounted future net cash flows from that property and on acreage when conditions inindicate the financial markets docarrying value is not improve.  Ourrecoverable. We may be required to write down the carrying value of a property based on oil and natural gas prices at the time of the impairment review, or as a result of continuing evaluation of drilling results, production data, economics, divestiture activity, and other factors. While an impairment charge reflects our long-term ability to accessrecover an investment, reduces our reported earnings and increases our leverage ratios, it does not impact cash or cash flow from operating activities.
Our future success depends on our ability to replace reserves that our operators produce.

Because the capital marketsrate of production from oil and natural gas properties generally declines as reserves are depleted, our future success depends upon our ability to economically find or acquire and produce additional oil and natural gas reserves.  Except to the extent that we acquire additional properties containing proved reserves, conduct successful exploration and development activities or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline as our reserves are produced.  Future oil and natural gas production, therefore, is highly dependent upon our level of success in acquiring or finding additional reserves that are economically recoverable.  We cannot assure you that we will be able to find or acquire and develop additional reserves at an acceptable cost.
We may acquire significant amounts of unproved property to further our development efforts.  Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be restricted atdiscovered.  We acquire both proved and producing properties as well as undeveloped acreage that we believe will enhance growth potential and increase our earnings over time.  However, we cannot assure you that all of these properties will contain economically viable reserves or that we will not abandon our initial investments.  Additionally, we cannot assure you that unproved reserves or undeveloped acreage that we acquire will be profitably developed, that new wells drilled on our properties will be productive or that we will recover all or any portion of our investments in our properties and reserves.
As a time when we would like, or need, to raise financing,non-operator, our development of successful operations relies extensively on third-parties, which could have a material negative impactadverse effect on our flexibilityresults of operation.
We have only participated in wells operated by third-parties.  Our current ability to reactdevelop successful business operations depends on the success of our operators.  If our operators are not successful in the development, exploitation, production and exploration activities relating to changing economicour leasehold interests, or are unable or unwilling to perform, our financial condition and business conditions.results of operation would be materially adversely affected.
Our operators will make decisions in connection with their operations (subject to their contractual and legal obligations to other owners of working interests), which may not be in our best interests.
Additionally, we may have virtually no ability to exercise influence over the operational decisions of our operators, including the setting of capital expenditure budgets and drilling locations and schedules. Dependence on our operators could prevent us from realizing our target returns for those locations. The economic situationsuccess and timing of development activities by our operators will depend on a number of factors that will largely be outside of our control, including:
·  the timing and amount of capital expenditures;
·  their expertise and financial resources;
·  approval of other participants in drilling wells;
·  selection of technology; and
·  the rate of production of reserves, if any.
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We could experience periods of higher costs as activity in the Williston Basin accelerates or if commodity prices rise. These increases could reduce our profitability, cash flow, and ability to complete development activities as planned.
Recently, major international oil and gas companies have a material negative impact on operators upon whom we are dependentpublicly announced significant acquisition and joint venture transactions within the Williston Basin. This has resulted in increased activity and investment in the region. As activity in the Williston Basin increases, competition for equipment, labor and supplies is also expected to increase. Likewise, higher oil, natural gas and NGL prices generally increase the demand for equipment, labor and supplies, and can lead to shortages of, and increasing costs for, drilling equipment, services and personnel.  Shortages of, or increasing costs for, experienced drilling crews and equipment and services could restrict our operating partners’ ability to drill the wells and conduct the operations that we currently expect.
In addition, capital and operating costs in the oil and natural gas industry have generally risen during periods of increasing commodity prices as producers seek to increase production in order to capitalize on higher commodity prices. In situations where cost inflation exceeds commodity price inflation, our profitability and cash flow, and our operators’ ability to complete development activities as scheduled and on budget, may be negatively impacted.  Any delay in the drilling of new wells or significant increase in drilling costs could reduce our revenues and cash available to make payments on our debt obligations.
Our lack of industry and geographical diversification may increase the risk of an investment in our company.
Our business focus is on the oil and natural gas industry in a limited number of properties that are primarily in the areas of the Williston Basin located in Montana and North Dakota.  While other companies may have the ability to manage their risk by diversification, the narrow focus of our business, in terms of both the industry focus and geographic scope of our business, means that we will likely be impacted more acutely by factors affecting our industry or the region in which we operate than we would if our business were more diversified.  As a result of the narrow industry focus of our business, we may be disproportionately exposed to the effects of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints, market limitations, weather events or interruption of the processing or transportation of oil or natural gas. Additionally, we may be exposed to further risks, such as changes in field-wide rules and regulations that could cause us to permanently or temporarily shut-in all of our wells within the Williston Basin.  We do not currently intend to broaden either the nature or geographic scope of our lendersbusiness.
Locations that the operators of our properties decide to drill may not yield oil or customers, causing themnatural gas in commercially viable quantities.
The cost of drilling, completing and operating a well is often uncertain, and cost factors can adversely affect the economics of a well. Our efforts will be uneconomical if the operators of our properties drill dry holes or wells that are productive but do not produce enough to failbe commercially viable after drilling, operating and other costs. If the operators of our properties drill future wells that are identified as dry holes, the drilling success rate would decline and may adversely affect our results of operations.
Our derivatives activities could result in financial losses or could reduce our cash flow.
We enter into swaps, collars or other derivatives arrangements from time to meettime to hedge our expected production depending on projected production levels and expected market conditions.  While intended to mitigate the effects of volatile oil and natural gas prices, such transactions may limit our potential gains and increase our potential losses if oil and natural gas prices were to rise substantially over the price established by the hedge.
Our actual future production may be significantly higher or lower than we estimate at the time we enter into derivative contracts for such period. If the actual amount of production is higher than we estimate, we will have greater commodity price exposure than we intended. If the actual amount of production is lower than the notional amount that is subject to our derivative financial instruments, we might be forced to satisfy all or a portion of our derivative transactions without the benefit of the cash flow from our sale of the underlying physical commodity, resulting in a substantial diminution of our liquidity. As a result of these factors, our hedging activities may not be as effective as we intend in reducing the volatility of our cash flows, and in certain circumstances may actually increase the volatility of our cash flows.  In addition, such transactions may expose us to the risk of loss in certain circumstances, including instances in which:
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·  a counterparty to our derivative contracts is unable to satisfy its obligations under the contracts;
·  our production is less than expected; or
·  there is a widening of price differentials between delivery points for our production and the delivery point assumed in the derivative arrangement.
The present value of future net cash flows from our proved reserves is not necessarily the same as the current market value of our estimated proved reserves.
We base the estimated discounted future net cash flows from our proved reserves using a 12-month average price and costs in effect on the day of the estimate. However, actual future net cash flows from our oil and natural gas properties will be affected by factors such as:
·   the volume, pricing and duration of our oil and natural gas hedging contracts;
·   actual prices we receive for oil, natural gas and NGLs;
·   our actual operating costs in producing oil, natural gas and NGLs;
·   the amount and timing of our capital expenditures;
·   the amount and timing of actual production; and
·   changes in governmental regulations or taxation.
The timing of both our production and our incurrence of expenses in connection with the development and production of oil and natural gas properties will affect the timing of actual future net cash flows from proved reserves, and thus their obligationsactual present value. In addition, the 10% discount factor we use when calculating discounted future net cash flows may not be the most appropriate discount factor based on interest rates in effect from time to us. Additionally,time and risks associated with us or the oil and natural gas industry in general. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves, which could adversely affect our business, results of operations and financial condition.
Our business depends on oil and natural gas transportation and processing facilities and other assets that are owned by third parties.
The marketability of our oil and natural gas depends in part on the availability, proximity and capacity of pipeline systems, processing facilities, oil trucking fleets and rail transportation assets owned by third parties.  The lack of available capacity on these systems and facilities, whether as a result of proration, physical damage, scheduled maintenance or other reasons, could result in the shut-in of producing wells or the delay or discontinuance of development plans for our properties.  The curtailments arising from these and similar circumstances may last from a few days to several months.  In many cases, operators are provided only with limited, if any, notice as to when these circumstances will arise and their duration.  In addition, many of our wells are drilled in locations in the Williston Basin that are serviced only to a limited extent, if at all, by gathering and transportation pipelines, which may or may not have sufficient capacity to transport production from all of the wells in the area.  As a result, we rely on third party oil trucking to transport a significant portion of our production to third party transportation pipelines, rail loading facilities and other market conditionsaccess points.  Any significant curtailment in gathering system or pipeline capacity, or the unavailability of sufficient third party trucking or rail capacity, could have a material negative impactadversely affect our business, results of operations and financial condition.

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Certain of our undeveloped leasehold acreage is subject to leases that will expire over the next several years unless production is established or operations are commenced on units containing the acreage or the leases are extended.

A significant portion of our crude oil hedging arrangements ifacreage is not currently held by production or held by operations.  Unless production in paying quantities is established or operations are commenced on units containing these leases during their terms, the leases will expire.  If our counterpartiesleases expire and we are unable to perform their obligations or seek bankruptcy protection.  We believerenew the leases, we will have sufficient capitallose our right to fund our 2012 drilling program.  However, additional capital would be requireddevelop the related properties.  Drilling plans for these areas are generally in the eventdiscretion of third party operators and are subject to change based on various factors that are beyond our control, such as: the availability and cost of capital, equipment, services and personnel; seasonal conditions; regulatory and third party approvals; oil, NGL and natural gas prices; results of title work; gathering system and other transportation constraints; drilling costs and results; and production costs.  As of December 31, 2012, we estimate that we acceleratehad leases that were not developed that represented 20,915 net acres potentially expiring in 2013, 26,364 net acres potentially expiring in 2014 and 22,744 net acres potentially expiring in 2015.
Seasonal weather conditions adversely affect operators’ ability to conduct drilling activities in the areas where our properties are located.
Seasonal weather conditions can limit drilling programand producing activities and other operations in our operating areas and as a result, a majority of the drilling on our properties is generally performed during the summer and fall months. These seasonal constraints can pose challenges for meeting well drilling objectives and increase competition for equipment, supplies and personnel during the summer and fall months, which could lead to shortages and increase costs or delay operations. Additionally, many municipalities impose weight restrictions on the paved roads that crudelead to jobsites due to the muddy conditions caused by spring thaws. This could limit access to jobsites and operators’ ability to service wells in these areas.
Significant capital expenditures are required to replace our reserves.
Our exploration, development and acquisition activities require substantial capital expenditures. Historically, we have funded our capital expenditures through a combination of cash flow from operations, our credit facility and equity issuances. We have also engaged in asset sales from time to time. If our access to capital were limited due to numerous factors, which could include a decrease in operating cash flow due to lower oil and natural gas prices or decreased production or deterioration of the credit and capital markets, we would have a reduced ability to replace our reserves. We may not be able to incur additional bank debt, issue debt or equity, engage in asset sales or access other methods of financing on acceptable terms to meet our reserve replacement requirements.
The amount available for borrowing under our credit facility is subject to a borrowing base which is determined by our lenders, at their discretion, taking into account our estimated proved reserves and is subject to periodic redeterminations based on pricing models determined by the lenders at such time. The decline substantially resulting in significantly lower revenues.oil and natural gas prices in 2008 adversely impacted the value of our estimated proved reserves and, in turn, the market values used by our lenders to determine our borrowing base. If commodity prices (particularly oil prices) decline, it will have similar adverse effects on our reserves and borrowing base and reduce our ability to replace our reserves.

We may be unable to obtain additional capital that we will require to implement our business plan, which could restrict our ability to grow.

We expect thatFuture acquisitions and future exploration, development, production and marketing activities, will require a substantial amount of capital.  Cash reserves, cash from operations and borrowings under our cash position,revolving credit facility and revenues from crude oil and natural gas sales will be sufficient to fund our 2012 drilling program.  However, those funds may not be sufficient to fund both our continuing operations and our planned growth.  We may require additional capital to continue to grow our business viathrough acquisitions and to further expand our exploration and development programs.  We may be unable to obtain additional capital if and when required.

Future acquisitions and future exploration, development, production and marketing activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of capital.

We may pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means.  We may not be successful in identifyingconsummating suitable financing transactions in the time period required or at all, and we may not be able to obtain the capital we require by other means.  If we do not succeed in raising additional capital, our resources may not be sufficient to fund our planned expansion of operations in the future.

Any additional capital raised through the sale of equity may dilute the ownership percentage of our shareholders.  Raising any such capital could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity.  The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of other derivative securities.  In addition, we have granted and will continue to grant equity incentive awards under our equity incentive plans, which may have a further dilutive effect.

Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both generally and in the crude oil and natural gas industry in particular), the location of our crude oil and natural gas properties and prices of crude oil and natural gas on the commodities markets (which will impact the amount of asset-based financing available to us) and the departure of key employees. Further, if crude oil or natural gas prices on the commodities markets decline, our revenues will likely decrease and such decreased revenues may increase our requirements for capital.  If the amount of capital we are able to raise from financing activities, together with our revenuescash from operations, is not sufficient to satisfy our capital needs (evenrequirements, we may not be able to the extent that we reduceimplement our operations), webusiness plan and may be required to ceasescale back our operations, divest oursell assets at unattractive prices or obtain financing on unattractive terms.
terms, any of which could adversely affect our business, results of operations and financial condition.
 
 
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We may incur substantial costs
Our acquisition strategy will subject us to certain risks associated with the inherent uncertainty in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs.  We may also be required to recognize non-cash expenses in connection with certain securitiesevaluating properties for which we may issue, which may adversely impact our financial condition.have limited information.
 
We have expanded our operations in part through acquisitions.  Our decision to acquire a property will depend in part on the evaluation of data obtained from production reports and engineering studies, geophysical and geological analyses and seismic and other information, the results of which are highly dependentoften inconclusive and subject to various interpretations.  Also, our reviews of acquired properties are inherently incomplete because it generally is not feasible to perform an in-depth review of the individual properties involved in each acquisition.  Even a detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and potential. Inspections may not always be performed on Michael Reger, our Chief Executive Officer, Chairmanevery well, and Director, and Ryan Gilbertson, President.  environmental problems, such as ground water contamination, are not necessarily observable even when an inspection is undertaken.
Any acquisition involves other potential risks, including, among other things:
·  the validity of our assumptions about reserves, future production, revenues and costs;
·  a decrease in our liquidity by using a significant portion of our cash from operations or borrowing capacity to finance acquisitions;
·  a significant increase in our interest expense or financial leverage if we incur additional debt to finance acquisitions;
·  the assumption of unknown liabilities, losses or costs for which we are not indemnified or for which our indemnity is inadequate;
·  an inability to hire, train or retain qualified personnel to manage and operate our growing business and assets; and
·  an increase in our costs or a decrease in our revenues associated with any potential royalty owner or landowner claims or disputes.
The loss of eitherany member of them,our management team, upon whose knowledge, relationships with industry participants, leadership and technical expertise we rely wouldcould diminish our ability to conduct our operations, and harm our ability to execute our business plan.

Our success depends heavily upon the continued contributions of Michael Reger and Ryan Gilbertson,those members of our management team whose knowledge, relationships with industry participants, leadership and technical expertise would be difficult to replace, and onreplace.  In particular, our ability to retain and attract experienced engineers, geoscientists and other technical and professional staff.  If we were to lose their services, our ability to execute our business plan would be harmed.  Mr. Reger and Mr. Gilbertson have entered into employment agreements with our company; however, they may terminate their employment with our company at any time.

Our lack of diversification may increase the risk of an investment in our company.

Our business focus is on the crude oil and natural gas industry in a limited number of properties, primarily in Montana and North Dakota. Other companies may have the ability to manage their risk by diversification.  However, the narrow focus of our business, in terms of both the nature and geographic scope of our business, means that we will likely be impacted more acutely by factors affecting our industry or the regions in which we operate than we would if our business were more diversified.  This enhances our risk profile.  We do not currently intend to expand either the nature or geographic scope of our business.

Strategic relationships upon which we may rely are subject to change, which may diminish our ability to conduct our operations.

Our ability to successfully acquire additional properties, to increase our reserves, to participate in drilling opportunities and to identify and enter into commercial arrangements will dependdepends on developing and maintaining close working relationships with industry participants andparticipants.  In addition, our ability to select and evaluate suitable properties and to consummate transactions in a highly competitive environment.  These realities are subject to changeenvironment is dependent on our management team’s knowledge and our inability to maintain close working relationships with industry participants or continue to acquire suitable property may impair our ability to execute our business plan.

expertise in the industry.  To continue to develop our business, we will endeavor to use the business relationships ofrely on our management team’s knowledge and expertise in the industry and will use our management team’s relationships with industry participants, specifically those of Mr. Reger our Chief Executive Officer, to enter into strategic relationships, which may take the form of joint ventures with other private parties and contractual arrangements with other crude oil and natural gas companies, including thosecompanies.
Although all of the members of our management team have entered into employment agreements with us, they may terminate their employment with our company at any time.  If we were to lose members of our management team, we may not be able to replace the knowledge that supply equipment and other resources thatthey possess.  In addition, we will use in our business.  We may not be able to establish theseor maintain strategic relationships or if established,with industry participants.  If we may not be ablewere to maintain them.  In addition,lose the dynamicsservices of the members of our relationships with strategic partners may require usmanagement team, our ability to incur expenses or undertake activities we would not otherwise be inclined to in order to fulfillconduct our obligations to these partners or maintain our relationships.  If sufficient strategic relationships are not establishedoperations and maintained,execute our business prospects, financial condition and results of operations mayplan could be materially adversely affected.

As a non-operator, our development of successful operations relies extensively on third-parties who, if not successful, could have a material adverse affect on our results of operation.

We have only participated in wells operated by third-parties.  Our current ability to develop successful business operations depends on the success of our consultants and drilling partners.  As a result, we do not control the timing or success of the development, exploitation, production and exploration activities relating to our leasehold interests.  If our consultants and drilling partners are not successful in such activities relating to our leasehold interests, or are unable or unwilling to perform, our financial condition and results of operation would be materially adversely affected.
harmed.
 
 
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Deficiencies of title to our leased interests could significantly affect our financial condition.
We typically do not incur the expense of a title examination prior to acquiring oil and natural gas leases or undivided interests in oil and natural gas leases or other developed rights. If an examination of the title history of a property reveals that an oil or natural gas lease or other developed rights have been purchased in error from a person who is not the owner of the mineral interest desired, our interest would substantially decline in value or be eliminated. In such cases, the amount paid for such oil or natural gas lease or leases or other developed rights may be lost. It is generally our practice not to incur the expense of retaining lawyers to examine the title to the mineral interest to be acquired. Rather, we typically rely upon the judgment of oil and natural gas lease brokers or landmen who perform the fieldwork in examining records in the appropriate governmental or county clerk’s office before attempting to acquire a lease or other developed rights in a specific mineral interest.
Prior to drilling an oil or natural gas well, however, it is the normal practice in the oil and natural gas industry for the person or company acting as the operator of the well to obtain a preliminary title review of the spacing unit within which the proposed oil or natural gas well is to be drilled to ensure there are subjectno obvious deficiencies in title to financing and interest rate exposure risks

Our business and operating results canthe well. Frequently, as a result of such examinations, certain curative work must be harmed by factorsdone to correct deficiencies in the marketability of the title, such as obtaining affidavits of heirship or causing an estate to be administered. Such curative work entails expense, and the availability, terms of and cost of capital, increases in interest rates oroperator may elect to proceed with a reduction in our credit rating.  These changes could cause our cost of doing businesswell despite defects to increase, limit our ability to pursue acquisition opportunities, reduce cash flow used for drilling and place us at a competitive disadvantage.  For example, at December 31, 2011, all of our debt is at variable interest rates.

Continuing disruptions and volatilitythe title identified in the global finance marketspreliminary title opinion. Our failure to obtain perfect title to our leaseholds may lead to a contraction in credit availability impacting our ability to finance our operations. We require continued access to capital; a significant reduction in cash flows from operations or the availability of credit could materially and adversely affect our current production and reserves and our ability in the future to achieve our planned growthincrease production and operating results.  We are exposed to some credit risk related to our credit facility to the extent that one or more of our lenders may be unable to provide necessary funding to us under our existing revolving line of credit if it experiences liquidity problems.reserves.

Competition in obtaining rights to explore and develop crude oil and natural gas reserves and to market our production may impair our business.

The crude oil and natural gas industry is highly competitive.  Other crude oil and natural gas companies may seek to acquire crude oil and natural gas leases and other properties and services we will need to operate our business in the areas in which we expect to operate.  This competition is increasingly intense as prices of crude oil and natural gas on the commodities markets have risen in recent years.  Additionally, other companies engaged in our line of business may compete with us from time to time in obtaining capital from investors.  Competitors include larger companies which, in particular, may have access to greater resources, may be more successful in the recruitment and retention of qualified employees and may conduct their own refining and petroleum marketing operations, which may give them a competitive advantage.  In addition, actual or potential competitors may be strengthened through the acquisition of additional assets and interests.  If we are unable to compete effectively or respond adequately to competitive pressures, our results of operation and financial condition may be materially adversely affected.

We exist inOur hedging activities expose us to potential regulatory risks.
The Federal Trade Commission (“FTC”), Federal Regulatory Commission (“FERC”) and the Commodities Futures Trading Commission (“CFTC”) have statutory authority to monitor certain segments of the physical and futures energy commodities markets.  These agencies have imposed broad regulations prohibiting fraud and manipulation of such markets.  With regard to hedging activities that we undertake with respect to oil, natural gas, NGLs, or other energy commodities, we are required to observe the market-related regulations enforced by these agencies.  Failure to comply with such regulations, as interpreted and enforced, could have a litigious environment.

Any constituent could bring suit regardingmaterial adverse effect on our existing or planned operations or allege a violationbusiness, results of an existing contract. Any such action could delay when planned operations can actually commence or could cause a halt to existing production until such alleged violations are resolved by the courts. Not only could we incur significant legal and support expenses in defending our rights, but halting existing production or delaying planned operations could impact our future operations and financial condition. Such legal disputes could also distract management and other personnel from their primary responsibilities.

We may not be able to effectively manage our growth, which may harm our profitability.

Our strategy envisions the expansion of our business. If we fail to effectively manage our growth, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business capabilities, our systems and processes and our access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees.  We cannot assure that we will be able to:
▪  meet our capital needs;
▪  expand our systems effectively or efficiently or in a timely manner;
▪  allocate our human resources optimally;
▪  identify and hire qualified employees or retain valued employees; or
▪  incorporate effectively the components of any business that we may acquire in our effort to achieve growth.
If we are unable to manage our growth, our financial condition and results of operations may be materially adversely affected.
 
 
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Our derivatives activities could result in financial losses or could reduce our net income, which may adversely affect your investment in our common stock.

We generally expect to enter into swaps, collars or other derivatives arrangements from time-to-time to hedge our expected production depending on reserves and market conditions.  While intended to reduce the effects of volatile crude oil and natural gas prices, such transactions may limit our potential gains and increase our potential losses if crude oil and natural gas prices were to rise substantially over the price established by the hedge.  In addition, such transactions may expose us to the risk of loss in certain circumstances, including instances in which:
▪  our production is less than expected;
▪  there is a widening of price differentials between delivery points for our production and the delivery point assumed in the derivative arrangement; or
▪  the counterparties to our derivative agreements fail to perform under the contracts.
Risks Related To Our Industry

Crude oil and natural gas prices are very volatile. A protracted period of depressed crude oil and natural gas prices may adversely affect our business, financial condition, results of operations or cash flows.

The crude oil and natural gas markets are very volatile, and we cannot predict future crude oil and natural gas prices.  The price we receive for our crude oil and natural gas production heavily influences our revenue, profitability, access to capital and future rate of growth.  The prices we receive for our production and the levels of our production depend on numerous factors beyond our control.  These factors include, but are not limited to, the following:
▪  changes in global supply and demand for crude oil and natural gas;
▪  the actions of OPEC;
▪  the price and quantity of imports of foreign crude oil and natural gas;
▪  political and economic conditions, including embargoes, in crude oil-producing countries or affecting other crude oil-producing activity;
▪  the level of global crude oil and natural gas exploration and production activity;
▪  the level of global crude oil and natural gas inventories;
▪  weather conditions;
▪  technological advances affecting energy consumption;
▪  domestic and foreign governmental regulations;
▪  proximity and capacity of crude oil and natural gas pipelines and other transportation facilities;
▪  the price and availability of competitors’ supplies of crude oil and natural gas in captive market areas; and
▪  the price and availability of alternative fuels.

The recent worldwide financial and credit crisis reduced the availability of liquidity and credit to fund the continuation and expansion of industrial business operations worldwide.  The shortage of liquidity and credit combined with recent substantial losses in worldwide equity markets led to a worldwide economic recession.  The slowdown in economic activity caused by future similar recessions could reduce worldwide demand for energy resulting in lower crude oil and natural gas prices and restrict our access to liquidity and credit.

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Lower crude oil and natural gas prices may not only decrease our revenues on a per unit basis but also may reduce the amount of crude oil and natural gas that we can produce economically and therefore potentially lower our reserve bookings.  A substantial or extended decline in crude oil or natural gas prices may result in impairments of our proved crude oil and natural gas properties and may materially and adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.  To the extent commodity prices received from production are insufficient to fund planned capital expenditures, we will be required to reduce spending or borrow to cover any such shortfall.  Lower crude oil and natural gas prices may also reduce the amount of our borrowing base under our credit agreement, which is determined at the discretion of the lenders based on the collateral value of our proved reserves that have been mortgaged to the lenders, and is subject to regular redeterminations, as well as special redeterminations described in the credit agreement.

Drilling for and producing crude oil and natural gas are high risk activities with many uncertainties.
Our future success will depend on the success of our development, exploitation, production and exploration activities.  Our crude oil and natural gas exploration and production activities are subject to numerous risks beyond our control, including the risk that drilling will not result in commercially viable crude oil or natural gas production. Our decisions to purchase, explore, develop or otherwise exploit prospects or properties will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. Our cost of drilling, completing and operating wells is often uncertain before drilling commences.  Overruns in budgeted expenditures are common risks that can make a particular project uneconomical.  Further, many factors may curtail, delay or cancel drilling, including the following:
▪  delays imposed by or resulting from compliance with regulatory requirements;
▪  pressure or irregularities in geological formations;
▪  shortages of or delays in obtaining qualified personnel or equipment, including drilling rigs and completion crews;
▪  equipment failures or accidents; and
▪  adverse weather conditions, such as freezing temperatures, hurricanes and storms.
The presence of one or a combination of these factors at our properties could adversely affect our business, financial condition or results of operations.

Our business of exploring for crude oil and natural gas is risky and may not be commercially successful, and the advanced technologies we use cannot eliminate exploration risk.

Our future success will depend on the success of our exploratory drilling program.  Crude oil and natural gas exploration involves a high degree of risk.  These risks are more acute in the early stages of exploration.  Our ability to produce revenue and our resulting financial performance are significantly affected by the prices we receive for crude oil and natural gas produced from wells on our acreage.  Especially in recent years, the prices at which crude oil and natural gas trade in the open market have experienced significant volatility and will likely continue to fluctuate in the foreseeable future due to a variety of influences including, but not limited to, the following:
▪  domestic and foreign demand for crude oil and natural gas by both refineries and end users;
▪  the introduction of alternative forms of fuel to replace or compete with crude oil and natural gas;
▪  domestic and foreign reserves and supply of crude oil and natural gas;
▪  competitive measures implemented by our competitors and domestic and foreign governmental bodies;
▪  political climates in nations that traditionally produce and export significant quantities of crude oil and natural gas (including military and other conflicts in the Middle East and surrounding geographic region) and regulations and tariffs imposed by exporting and importing nations;
▪  weather conditions; and
▪  domestic and foreign economic volatility and stability.
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Our expenditures on exploration may not result in new discoveries of crude oil or natural gas in commercially viable quantities.  Projecting the costs of implementing an exploratory drilling program is difficult due to the inherent uncertainties of drilling in unknown formations, the costs associated with encountering various drilling conditions, such as over-pressured zones and tools lost in the hole, and changes in drilling plans and locations as a result of prior exploratory wells or additional seismic data and interpretations thereof.

Even when used and properly interpreted, three-dimensional (3-D) seismic data and visualization techniques only assist geoscientists in identifying subsurface structures and hydrocarbon indicators.  Such data and techniques do not allow the interpreter to know conclusively if hydrocarbons are present or economically producible. In addition, the use of 3-D seismic data becomes less reliable when used at increasing depths. We could incur losses as a result of expenditures on unsuccessful wells. If exploration costs exceed our estimates, or if our exploration efforts do not produce results which meet our expectations, our exploration efforts may not be commercially successful, which could adversely impact our ability to generate revenues from our operations.

We may not be able to develop crude oil and natural gas reserves on an economically viable basis, and our reserves and production may decline as a result.

If we continue to succeed in discovering crude oil and/or natural gas reserves, we cannot assure that these reserves will be capable of production levels we project or in sufficient quantities to be commercially viable.  On a long-term basis, our viability depends on our ability to find or acquire, develop and commercially produce additional crude oil and natural gas reserves.  Without the addition of reserves through acquisition, exploration or development activities, our reserves and production will decline over time as reserves are produced.  Our future reserves will depend not only on our ability to develop then-existing properties, but also on our ability to identify and acquire additional suitable producing properties or prospects, to find markets for the crude oil and natural gas we develop and to effectively distribute our production into our markets.

Future crude oil and natural gas exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs.  Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs.  In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may adversely affect the production from successful wells. These conditions include delays in obtaining governmental approvals or consents, shut-downs of connected wells resulting from extreme weather conditions, problems in storage and distribution and adverse geological and mechanical conditions. While we will endeavor to effectively manage these conditions, we cannot be assured of doing so optimally, and we will not be able to eliminate them completely in any case. Therefore, these conditions could diminish our revenue and cash flow levels and result in the impairment of our crude oil and natural gas interests.

Our business depends on crude oil and natural gas transportation and processing facilities, which are owned by third parties.

The marketability of our crude oil and natural gas depends in part on the availability, proximity and capacity of pipeline systems and processing facilities owned by third parties.  The lack of available capacity on these systems and facilities could result in the shut-in of producing wells or the delay or discontinuance of development plans for properties.  Although the operators of our properties have some contractual control over the transportation of our product, material changes in these business relationships could materially affect our operations.  Federal and state regulation of crude oil and natural gas production and transportation, tax and energy policies, changes in supply and demand, pipeline pressures, damage to or destruction of pipelines and general economic conditions could adversely affect our ability to produce, gather and transport crude oil and natural gas. If any of these third party pipelines and other facilities become partially or fully unavailable to transport or process our product, or if the natural gas quality specifications for a natural gas pipeline or facility changes so as to restrict our ability to transport natural gas on those pipelines or facilities, our revenues could be adversely affected.

The disruption of third-party facilities due to maintenance or weather could negatively impact our ability to market and deliver our products. In particular, the disruption of certain third-party crude oil transportation in the Williston Basin could materially affect our ability to market and deliver crude oil over what prices will be charged. A total shut-in of production could materially affect us due to a lack of cash flow, and if a substantial portion of the production is hedged at lower than market prices, those financial hedges would have to be paid from borrowings absent sufficient cash flow.

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Estimates of crude oil and natural gas reserves that we make may be inaccurate and our actual revenues may be lower than our financial projections.

We make estimates of crude oil and natural gas reserves, upon which we base our financial projections.  We make these reserve estimates using various assumptions, including assumptions as to crude oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds.  Some of these assumptions are inherently subjective, and the accuracy of our reserve estimates relies in part on the ability of our management team, engineers and other advisors to make accurate assumptions.  Economic factors beyond our control, such as crude oil and natural gas prices and interest rates, will also impact the value of our reserves.

Determining the amount of crude oil and natural gas recoverable from various formations where we have exploration and production activities involves great uncertainty.  For example, in 2006, the North Dakota Industrial Commission published an article that identified three different estimates of generated crude oil recoverable from the Bakken formation.  An organic chemist estimated 50% of the reserves in the Bakken formation to be technically recoverable, a crude oil company estimated a recovery factor of 18%, and values presented in the North Dakota Industrial Commission Oil and Gas Hearings ranged from 3 to 10%.

The process of estimating crude oil and natural gas reserves is complex and will require us to use significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each property.  As a result, our reserve estimates will be inherently imprecise.  Actual future production, crude oil and natural gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable crude oil and natural gas reserves may vary substantially from those we estimate. If actual production results vary substantially from our reserve estimates, this could materially reduce our revenues and result in the impairment of our crude oil and natural gas interests.

Drilling new wells could result in new liabilities, which could endanger our interests in our properties and assets.

There are risks associated with the drilling of crude oil and natural gas wells, including encountering unexpected formations or pressures, premature declines of reservoirs, blow-outs, craterings, sour gas releases, fires and spills, among others. The occurrence of any of these events could significantly reduce our revenues or cause substantial losses, impairing our future operating results. We may become subject to liability for pollution, blow-outs or other hazards.  We do not in all cases maintain insurance against these hazards, and any insurance we have will be subject to limitations on liability that may not be sufficient to cover the full extent of such liabilities. The payment of such liabilities could reduce the funds available to us or could, in an extreme case, result in a total loss of our properties and assets. Moreover, we may not be able to maintain adequate insurance in the future at rates that are considered reasonable. Crude oil and natural gas production operations are also subject to all the risks typically associated with such operations, including premature decline of reservoirs and the invasion of water into producing formations.

Decommissioning costs are unknown and may be substantial.  Unplanned costs could divert resources from other projects.

We may become responsible for costs associated with abandoning and reclaiming wells, facilities and pipelines which we use for production of crude oil and natural gas reserves.  Abandonment and reclamation of these facilities and the costs associated therewith is often referred to as “decommissioning.”  We accrue a liability for decommissioning costs associated with our wells, but have not established any cash reserve account for these potential costs in respect of any of our properties.  If decommissioning is required before economic depletion of our properties or if our estimates of the costs of decommissioning exceed the value of the reserves remaining at any particular time to cover such decommissioning costs, we may have to draw on funds from other sources to satisfy such costs.  The use of other funds to satisfy such decommissioning costs could impair our ability to focus capital investment in other areas of our business.

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The adoption of derivatives legislation by the United States Congress could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business.
The United States Congress adopted comprehensive financial reform legislation that establishes federal oversight and regulation of the over-the-counter derivatives market and entities, such as us, that participate in that market.  The new legislation was signed into law by the President on July 21, 2010 and requires the CFTC, the SEC and other regulators to promulgate rules and regulations implementing the new legislation. In December 2011, the CFTC extended temporary exemptive relief for certain regulations applicable to swaps, until no later than July 16, 2012. The CFTC has issued final regulations to set position limits for certain futures and option contracts in the major energy markets and for swaps that are their economic equivalents. Certain bona fide hedging transactions would be exempt from these position limits. It is not possible at this time to predict when the CFTC will make these regulations effective. The financial reform legislation may also require us to comply with margin requirements and with certain clearing and trade-execution requirements in connection with our derivative activities, although the application of those provisions to us is uncertain at this time. The financial reform legislation may also require the counterparties to our derivative instruments to spin off some of their derivatives activities to a separate entity, which may not be as creditworthy as the current counterparty. The legislation and any new regulations could significantly increase the cost of derivative contracts (including from swap recordkeeping and reporting requirements and through requirements to post collateral which could adversely affect our available liquidity), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter, reduce our ability to monetize or restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties. If crude oil or natural gas prices decrease or drilling efforts are unsuccessful, we reduce our use of derivatives as a result of the legislation and regulations, our results of operations may become more volatile and our cash flows may be requiredless predictable, which could adversely affect our ability to record writedownsplan for and fund capital expenditures or to make payments on our debt obligations. Finally, the legislation was intended, in part, to reduce the volatility of our crude oil and natural gas properties.

We could be required to write down the carrying value of certain of our crude oil and natural gas properties.  Writedowns may occur when crude oil and natural gas prices, are low, orwhich some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and natural gas. Our revenues could therefore be adversely affected if wea consequence of the legislation and regulations is to lower commodity prices. Any of these consequences could have downward adjustmentsa material adverse effect on our business, our financial condition, and our results of operations.
Our business is subject to our estimated proved reserves, increases in our estimates of operating or development costs, deterioration in our drilling results or mechanical problems with wells wherecomplex federal, state, local and other laws and regulations that could adversely affect the cost, manner or feasibility of doing business.
Our operational interests, as operated by our third-party operating partners, are regulated extensively at the federal, state and local levels. Environmental and other governmental laws and regulations have increased the costs to redrill or repair is not supported by the expected economics.

Accounting rules require that the carrying value of crudeplan, design, drill, install, operate and abandon oil and natural gas propertieswells. Under these laws and regulations, our company (either directly or indirectly through our operating partners) could also be periodically reviewedliable for possible impairment. Impairmentpersonal injuries, property and natural resource damage and other damages.  Failure to comply with these laws and regulations may result in the suspension or termination of our business and subject us to administrative, civil and criminal penalties. Moreover, public interest in environmental protection has increased in recent years, and environmental organizations have opposed, with some success, certain drilling projects.
Part of the regulatory environment in which we do business includes, in some cases, legal requirements for obtaining environmental assessments, environmental impact studies and/or plans of development before commencing drilling and production activities. In addition, our activities are subject to the regulations regarding conservation practices and protection of correlative rights. These regulations affect our business and limit the quantity of natural gas we may produce and sell. A major risk inherent in the drilling plans in which we participate is recognizedthe need for our operators to obtain drilling permits from state and local authorities. Delays in obtaining regulatory approvals or drilling permits, the excess of book value over fair value whenfailure to obtain a drilling permit for a well or the book valuereceipt of a proved property is greater thanpermit with unreasonable conditions or costs could have a material adverse effect on the expected undiscounted future net cash flows from that property and on acreage when conditions indicatedevelopment of our properties. Additionally, the carrying value is not recoverable. We may be required to write down the carrying value of a property based on crude oil and natural gas pricesregulatory environment could change in ways that might substantially increase the financial and managerial costs of compliance with these laws and regulations and, consequently, adversely affect our profitability. At this time, we cannot predict the effect of this increase on our results of operations. Furthermore, we may be put at the time of the impairment review, or as a result of continuing evaluation of drilling results, production data, economics, divestiture activity, and other factors. While an impairment charge reflectscompetitive disadvantage to larger companies in our long-term ability to recover an investment, it does not impact cash or cash flow from operating activities, but it does reduce our reported earnings and increases our leverage ratios.

Significant capital expenditures are required to replace our reserves.

Our exploration, development and acquisition activities require substantial capital expenditures. Historically, we have funded our capital expenditures throughindustry that can spread these additional costs over a combination of cash flow from operations, our credit facility and debt and equity issuances. We have also engaged in asset monetization transactions. Future cash flows are subject to agreater number of variables, such as the level of production from existing wells prices of crude oil and natural gas and our success in developing and producing new reserves. If our access to capital were limited due to numerous factors, which could include a decrease in revenues due to lower crude oil and natural gas prices or decreased production or deterioration of the credit and capital markets, we would have a reduced ability to replace our reserves. We may not be able to incur additional bank debt, issue debt or equity, engage in asset monetization or access other methods of financing on an economic basis to meet our reserve replacement requirements.

The amount available for borrowing under our credit facility is subject to a borrowing base, which is determined by our lenders, at their discretion, taking into account our estimated proved reserves and is subject to periodic redeterminations based on pricing models determined by the lenders at such time. The decline in crude oil and natural gas prices in 2008 adversely impacted the value of our estimated proved reserves and, in turn, the market values used by our lenders to determine our borrowing base. If commodity prices (particularly crude oil prices) decline, it will have similar adverse effects on our reserves and borrowing base.

Our future success depends on our ability to replace reserves that we produce.

Because the rate of production from crude oil and natural gas properties generally declines as reserves are depleted, our future success depends upon our ability to economically find or acquire and produce additional crude oil and natural gas reserves. Except to the extent that we acquire additional properties containing proved reserves, conduct successful exploration and development activities or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline as reserves are produced. Future crude oil and natural gas production, therefore, is highly dependent upon our level of success in acquiring or finding additional reserves that are economically recoverable. We cannot assure you that we will be able to find or acquire and develop additional reserves at an acceptable cost.

We may acquire significant amounts of unproved property to further our development efforts. Development and exploratory drilling and production activities are subject to many risks, including the risk that no commercially productive reservoirs will be discovered. We acquire both producing and unproved properties as well as lease undeveloped acreage that we believe will enhance growth potential and increase our earnings over time. However, we cannot assure you that all prospects will be economically viable or that we will not abandon our initial investments. Additionally, there can be no assurance that unproved property acquired by us or undeveloped acreage leased by us will be profitably developed, that new wells drilled by us in prospects that we pursue will be productive or that we will recover all or any portion of our investment in such unproved property or wells.

larger operating staff.
 
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We may have difficulty distributing our production, which could harm our financial condition.

In order to sell the crude oil and natural gas that we are able to produce, the operators of our wells may have to make arrangements for storage and distribution to the market.  We will rely on local infrastructure and the availability of transportation for storage and shipment of our products, but infrastructure development and storage and transportation facilities may be insufficient for our needs at commercially acceptable terms in the localities in which we operate.  This situation could be particularly problematic to the extent that our operations are conducted in remote areas that are difficult to access, such as areas that are distant from shipping and/or pipeline facilities. These factors may affect our ability to explore and develop properties and to store and transport our crude oil and natural gas production and may increase our expenses.

Furthermore, weather conditions or natural disasters, actions by companies doing business in one or more of the areas in which we will operate, or labor disputes may impair the distribution of crude oil and/or natural gas and in turn diminish our financial condition or ability to maintain our operations.

Environmental risks may adversely affect our business.

All phases of the crude oil and natural gas business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of federal, state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with crude oil and natural gas operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities.  ComplianceThere is risk of incurring significant environmental costs and liabilities as a result of the handling of petroleum hydrocarbons and wastes, air emissions and wastewater discharges related to our business, and historical operations and waste disposal practices.  Failure to comply with such legislation can require significant expenditures,these laws and a breachregulations may result in the assessment of administrative, civil and criminal penalties, loss of our leases, incurrence of investigatory or remedial obligations and the imposition of fines and penalties, some of which may be material.  injunctive relief.
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Environmental legislation is evolving in a manner we expect may result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.  The discharge of crude oil, natural gas or other pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharge.discharge, regardless of whether we were responsible for the release or contamination and regardless of whether our operating partners met previous standards in the industry at the time they were conducted.  In addition, claims for damages to persons, property or natural resources may result from environmental and other impacts of operations on our properties.  The application of environmental laws to our business may cause us to curtail our production or increase the costs of our production, development or exploration activities.

Federal and state legislative and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays.

The U.S. Congress is considering legislation that would amend the federal Safe Drinking Water Act by repealing an exemption for the underground injection of hydraulic fracturing fluids near drinking water sources.  Hydraulic fracturing is an important and commonly used process for the completion of crude oil and natural gas wells in shale formations, and involves the pressurized injection of water, sand and chemicals into rock formations to stimulate production.  Sponsors of the legislation have asserted that chemicals used in the fracturing process could adversely affect drinking water supplies.  If enacted, the legislation could result in additional regulatory burdens such as permitting, construction, financial assurance, monitoring, recordkeeping, and plugging and abandonment requirements.  The legislation also proposes requiring the disclosure of chemical constituents used in the fracturing process to state or federal regulatory authorities, who would then make such information publicly available.  The availability of this information could make it easier for third parties opposing the hydraulic fracturing process to initiate legal proceedings based on allegations that specific chemicals used in the fracturing process could adversely affect groundwater.  In addition, variousseveral state and local governments are considering increasedor have adopted legislative or regulatory oversight ofrestrictions on hydraulic fracturing through additional permit requirements, operational restrictions, and temporary or permanent bans on hydraulic fracturing in certain environmentally sensitive areas such as watersheds.  For example, Montana and North Dakota have both adopted regulations recently requiring the disclosure of all fluids, additives, and chemicals used in the hydraulic fracturing process.  The adoption of any federal or state legislation or implementing regulations imposing reporting obligations on, or otherwise limiting, the hydraulic fracturing process could lead to operational delays or increased operating costs and could result in additional regulatory burdens that could make it more difficult to perform hydraulic fracturing and increase our costs of compliance and doing business.


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Our business will suffer if we cannot obtainClimate change legislation or maintain necessary licenses.

Our operations require licenses, permitsregulations restricting emissions of “greenhouse gases” could result in increased operating costs and in some cases renewals of licenses and permits from various governmental authorities. Our ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to change in regulations and policies and toreduced demand for the discretion of the applicable governmental authorities, among other factors.  Our inability to obtain, or our loss of or denial of extension of, any of these licenses or permits could hamper our ability to produce revenues from our operations or otherwise materially adversely affect our financial condition and results of operations.

Challenges to our properties may impact our financial condition.

Title to crude oil and natural gas interests is often not capablethat we produce.

In December 2009, the U.S. Environmental Protection Agency (the “EPA”) determined that emissions of conclusive determination without incurring substantial expense.  While we intend to make appropriate inquiries into the title of propertiescarbon dioxide, methane and other development rights we acquire, title defects may exist. In addition, we may be unable“greenhouse gases” (“GHG”) present an endangerment to obtain adequate insurance for title defects, on a commercially reasonable basis or at all.  If title defects do exist, it is possible that we may lose all or a portionpublic health and the environment because emissions of our right, title and interests in andsuch gases are, according to the propertiesEPA, contributing to whichwarming of the title defects relate.  If our property rights are reduced, our abilityearth’s atmosphere and other climatic changes.  Based on its findings, the EPA has begun adopting and implementing regulations to conduct our exploration, development and production activities may be impaired. To mitigate title problems, common industry practice isrestrict emissions of greenhouse gases under existing provisions of the Clean Air Act (the “CAA”).  On September 22, 2009, the EPA issued a final rule requiring the reporting of greenhouse gas emissions from specified large greenhouse gas emission sources in the U.S. beginning in 2011 for emissions occurring in 2010. On November 30, 2010, the EPA published a final rule expanding its existing greenhouse gas emissions reporting rule to obtain a title opinion from a qualified crude oilinclude certain petroleum and natural gas attorney prior to the drilling operations of a well.

We rely on technology to conduct our business,facilities, which rule requires data collection beginning in 2011 and such technology could become ineffective or obsolete.

We rely (both directly and through our third partyreporting beginning in 2012.  Our operating partners) on technology, including geographic and seismic analysis techniques and economic models, to develop reserve estimates and to guide exploration, development and production activities.  Wepartners will be required to continually enhancereport certain of their greenhouse gas emissions under this rule by September 28, 2012. On May 12, 2010, the EPA also issued a “tailoring” rule, which makes certain large stationary sources and update our technologymodification projects subject to maintain its efficacypermitting requirements for greenhouse gas emissions under the CAA.  In addition, the EPA has continued to adopt GHG regulations of other industries, such as the March 2012 proposed GHG rule restricting future development of coal-fired power plants.  As a result of this continued regulatory focus, future GHG regulations of the oil and to avoid obsolescence.  The costsgas industry remain a possibility.  However, several of doing sothe EPA’s greenhouse gas rules are being challenged in pending court proceedings and, depending on the outcome of such proceedings, such rules may be substantial and may be higher thanmodified or rescinded or the costs that we anticipate for technology maintenance and development.  If we are unable to maintain the efficacy of our technology, our ability to manage our business and to compete may be impaired.  Further, even if we are able to maintain technical effectiveness, the chosen technology may not be the most efficient means of reaching our objectives, in which case we may incur higher operating costs than we would were our technology more efficient.EPA could develop new rules.

Risks Related to our Common Stock

The market price of our common stock is, and is likely to continue to be, highly volatile and subject to wide fluctuations.

The market price of our common stock is likely to continue to be highly volatile and could be subject to wide fluctuations in response to a number of factors, some of which are beyond our control, including:
▪  dilution caused by our issuance of additional shares of common stock and other forms of equity securities, which we expect to make in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies;
▪  announcements of new acquisitions, reserve discoveries or other business initiatives by us or third parties;
▪  our ability to take advantage of new acquisitions, reserve discoveries or other business initiatives;
▪  fluctuations in revenue from our crude oil and natural gas business as new reserves come to market;
▪  changes in the market for crude oil and natural gas commodities and/or in the capital markets generally;
▪  changes in the demand for crude oil and natural gas, including changes resulting from economic conditions, governmental regulation or the introduction or expansion of alternative fuels;
▪  quarterly variations in our revenues and operating expenses;
▪  changes in the valuation of similarly situated companies, both in our industry and in other industries;
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▪  changes in analysts’ estimates affecting our company, our competitors and/or our industry;
▪  changes in the accounting methods used in or otherwise affecting our industry;
▪  additions and departures of key personnel;
▪  announcements of technological innovations or new products available to the crude oil and natural gas industry;
▪  announcements by relevant governments pertaining to incentives for alternative energy development programs;
▪  fluctuations in interest rates and the availability of capital in the capital markets; and
▪  significant sales of our common stock, including sales by selling shareholders following the registration of shares under a prospectus.
Some of these and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and/or our results of operations and financial condition.

Our operating results may fluctuate significantly, and these fluctuations may cause the price of our common stock to decline.

Our operating results will likely vary in the future primarily as the result of fluctuations in our revenues and operating expenses, including the coming to market of crude oil and natural gas reserves that we are able to discover and develop, expenses that we incur, the prices of crude oil and natural gas in the commodities markets and other factors.  If our results of operations do not meet the expectations of current or potential investors or analysts, the price of our common stock may decline.

Shareholders will experience dilution upon the exercise of options and issuance of common stock under our incentive plans.

As of December 31, 2011, we had options for 262,463 shares of common stock outstanding pursuant to our 2006 Incentive Stock Option Plan.  Our 2009 Amended and Restated Equity Incentive Plan (the “2009 Plan”) permits us to issue up to 4,000,000 shares of our common stock either upon exercise of stock options granted under such plan or through restricted stock awards under such plan.  As of December 31, 2011, we had 1,139,118 shares remaining available for issuance pursuant to our 2009 Plan.  No options have been issued under our 2009 Plan.  If the holders of outstanding options exercise those options or our Compensation Committee determines to grant additional stock awards under our incentive plans, shareholders may experience dilution in the net tangible book value of our common stock. Further, the sale or availability for sale of the underlying shares in the marketplace could depress our stock price.

We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and shareholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in our common stock.

We may issue additional stock without shareholder consent.

Our Board of Directors has authority, without action or vote of the shareholders, to issue all or part of our authorized but unissued shares.  Additional shares may be issued in connection with future financing, acquisitions, employee stock plans, or otherwise.  Any such issuance will dilute the percentage ownership of existing shareholders.  We are also currently authorized to issue up to 5,000,000 shares of preferred stock. The Board of Directors can issue preferred stock in one or more series and fix the terms of such stock without shareholder approval.  Preferred stock may include the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion and redemption rights and sinking fund provisions.  The issuance of preferred stock could adversely affect the rights of the holders of common stock and reduce the value of the common stock. In addition, specific rights granted to holders of preferred stock could discourage, delay or prevent a transaction involving a change in control of our company, even if doing so would benefit our shareholders, and could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

 
 
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In addition, the U.S. Congress has from time to time considered adopting legislation to reduce emissions of greenhouse gases and almost one-half of the states have already taken legal measures to reduce emissions of greenhouse gases primarily through the planned development of greenhouse gas emission inventories and/or regional greenhouse gas cap and trade programs.  Most of these cap and trade programs work by requiring major sources of emissions, such as electric power plants, or major producers of fuels, such as refineries and gas processing plants, to acquire and surrender emission allowances.  The number of allowances available for purchase is reduced each year in an effort to achieve the overall greenhouse gas emission reduction goal.  The adoption of legislation or regulatory programs to reduce emissions of greenhouse gases could require our third-party operating partners, and indirectly us, to incur increased operating costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new regulatory or reporting requirements.  Any such legislation or regulatory programs could also increase the cost of consuming, and thereby reduce demand for, the oil and natural gas produced by our operational interests.  Consequently, legislation and regulatory programs to reduce emissions of greenhouse gases could have an adverse effect on our business, financial condition and results of operations.

Decommissioning costs are unknown and may be substantial.  Unplanned costs could divert resources from other projects.

We may become responsible for costs associated with plugging, abandoning and reclaiming wells, pipelines and other facilities that we use for production of oil and natural gas reserves.  Abandonment and reclamation of these facilities and the costs associated therewith is often referred to as “decommissioning.”  We accrue a liability for decommissioning costs associated with our wells, but have not established any cash reserve account for these potential costs in respect of any of our properties.  If decommissioning is required before economic depletion of our properties or if our estimates of the costs of decommissioning exceed the value of the reserves remaining at any particular time to cover such decommissioning costs, we may have to draw on funds from other sources to satisfy such costs.  The use of other funds to satisfy such decommissioning costs could impair our ability to focus capital investment in other areas of our business.

Our revolving credit agreement contains operating and financial restrictions that may restrict our business and financing activities.

Our revolving credit agreement contains, and any future indebtedness we incur may contain, a number of restrictive covenants that will impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:
·  declare or pay any dividend or make any other distributions on, purchase or redeem our equity interests or purchase or redeem subordinated debt;
·  make certain investments;
·  incur or guarantee additional indebtedness or issue certain types of equity securities;
·  create certain liens;
·  sell assets;
·  consolidate, merge or transfer all or substantially all of our assets; and
·  engage in transactions with our affiliates.
As a result of these covenants, we will be limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs.
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Our ability to comply with some of the foregoing covenants and restrictions may be affected by events beyond our control.  If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired.  A failure to comply with the covenants, ratios or tests in our revolving credit agreement or any future indebtedness could result in an event of default under our revolving credit agreement or our future indebtedness, which, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations.  If an event of default under our revolving credit agreement occurs and remains uncured, the lenders thereunder:
·  would not be required to lend any additional amounts to us;
·  could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable;
·  may have the ability to require us to apply all of our available cash to repay these borrowings; and
·  may prevent us from making debt service payments under our other agreements.
An event of default or an acceleration under our revolving credit agreement could result in an event of default and an acceleration under other future indebtedness.  Conversely, an event of default or an acceleration under any future indebtedness could result in an event of default and an acceleration under our revolving credit agreement.  In addition, our obligations under the revolving credit agreement are collateralized by perfected first priority liens and security interests on substantially all of our assets and if we are unable to repay our indebtedness under the revolving credit agreement, the lenders could seek to foreclose on our assets.
Our leverage and debt service obligations may adversely affect our financial condition, results of operations and business prospects.
Our level of indebtedness could affect our operations in several ways, including the following:
·  require us to dedicate a substantial portion of our cash flow from operations to service our existing debt, thereby reducing the cash available to finance our operations and other business activities and could limit our flexibility in planning for or reacting to changes in our business and the industry in which we operate;
·  increase our vulnerability to economic downturns and adverse developments in our business;
·  limit our ability to access the capital markets to raise capital on favorable terms or to obtain additional financing for working capital, capital expenditures or acquisitions or to refinance existing indebtedness;
·  place restrictions on our ability to obtain additional financing, make investments, lease equipment, sell assets and engage in business combinations;
·  place us at a competitive disadvantage relative to competitors with lower levels of indebtedness in relation to their overall size or less restrictive terms governing their indebtedness; and
·  make it more difficult for us to satisfy our obligations under our debt agreements and increase the risk that we may default on our debt obligations.
Our ability to meet our expenses and debt obligations will depend on our future performance, which will be affected by financial, business, economic, regulatory and other factors.  We will not be able to control many of these factors, such as economic conditions and governmental regulation.  We depend on our revolving credit facility for future capital needs, because we use operating cash flows for investing activities and borrow as needed.  We cannot be certain that our cash flow will be sufficient to allow us to pay the principal and interest on our current and future debt and meet our other obligations.  If we do not have enough money, we may be required to refinance all or part of our debt, sell assets, borrow more money or raise equity.  We may not be able to refinance our debt, sell assets, borrow more money or raise equity on terms acceptable to us, if at all.  Our ability to comply with the financial and other restrictive covenants in our indebtedness will be affected by the levels of cash flow from our operations and future events and circumstances beyond our control.  Failure to comply with these covenants would result in an event of default under our indebtedness, and such an event of default could adversely affect our business, financial condition and results of operations.
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Availability under our revolving credit facility is determined semi-annually, as well as upon the occurrence of certain events, by the lenders in their sole discretion, based primarily on reserve reports that reflect our banks’ projections of future commodity prices at such time.  Significant declines in natural gas, NGL or oil prices may result in a decrease in our borrowing base.  The lenders can unilaterally adjust the borrowing base and the borrowings permitted to be outstanding under the revolving credit facility.  Any increase in the borrowing base requires the consent of all the lenders.  If as a result of a borrowing base redetermination outstanding borrowings are in excess of the borrowing base, we must repay such excess borrowings immediately or in equal installments over six months, or we must pledge other properties as additional collateral.  We do not currently have any substantial unpledged properties, and we may not have the financial resources in the future to make any mandatory principal prepayments required under the revolving credit facility.
We may not be able to generate enough cash flow to meet our debt obligations.
We expect our earnings and cash flow to vary significantly from year to year due to the cyclical nature of our industry.  As a result, the amount of debt that we can service in some periods may not be appropriate for us in other periods.  Additionally, our future cash flow may be insufficient to meet our debt obligations and commitments. Any insufficiency could negatively impact our business.  A range of economic, competitive, business and industry factors will affect our future financial performance, and, as a result, our ability to generate cash flow from operations and to pay our debt.  Many of these factors, such as oil and natural gas prices, economic and financial conditions in our industry and the global economy or competitive initiatives of our competitors, are beyond our control.
If we do not generate enough cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:
·  refinancing or restructuring our debt;
·  selling assets;
·  reducing or delaying capital investments; or
·  seeking to raise additional capital.
However, we cannot assure you that undertaking alternative financing plans, if necessary, would allow us to meet our debt obligations.  Our inability to generate sufficient cash flow to satisfy our debt obligations, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Borrowings under our revolving credit facility bear interest at variable rates and expose us to interest rate risk. If interest rates increase and we are unable to effectively hedge our interest rate risk, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and our net income and cash available for servicing our indebtedness would decrease.  A 1% increase in interest rates on the debt outstanding under our revolving credit facility as of December 31, 2012 would cost us approximately $1.2 million in additional annual interest expense.
Despite our current level of indebtedness, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial indebtedness.
We may be able to incur substantial additional indebtedness in the future, subject to certain limitations, including under our revolving credit facility and under any future debt agreements.  If new debt is added to our current debt levels, the related risks that we now face could increase.  Our level of indebtedness could, for instance, prevent us from engaging in transactions that might otherwise be beneficial to us or from making desirable capital expenditures.  This could put us at a competitive disadvantage relative to other less leveraged competitors that have more cash flow to devote to their operations.  In addition, the incurrence of additional indebtedness could make it more difficult to satisfy our existing financial obligations.

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Item 1B. Unresolved Staff Comments

None.


Item 2. Properties

Leasehold Properties

AsAs of December 31, 2011, our2012, our principal assets included approximately 168,843 179,131 net acres located in the northern region of the United States.  Net acreage represents our percentage ownership of gross acreage.  The following table summarizes our estimated gross and net developed and undeveloped acreage by state at December 31, 2011.2012.

 Developed Acreage  Undeveloped Acreage  Total Acreage  Developed Acreage  Undeveloped Acreage  Total Acreage 
 Gross  Net  Gross  Net  Gross  Net  Gross  Net  Gross  Net  Gross  Net 
North Dakota:                  
Mountrail County  109,647   24,616   36,306   9,492   145,953   34,107 
Dunn County  47,534   10,467   37,754   16,595   85,247   27,062 
McKenzie County  47,588   12,694   38,134   10,308   85,722   23,002 
Divide County  42,147   12,816   10,052   5,158   52,199   17,974 
Williams County  45,755   12,472   20,395   4,906   66,150   17,378 
Other  52,048   9,375   62,956   9,591   115,006   18,967 
North Dakota
  196,771   48,510   337,045   88,711   533,815   137,221   344,719   82,440   205,597   56,050   550,277   138,490 
Montana
  10,961   3,709   62,422   26,632   73,383   30,341   28,043   7,337   100,946   33,304   128,358   40,641 
New York
  –   –   1,281   1,281   1,281   1,281 
Total
  207,732   52,219   400,748   116,624   608,479   168,843 
Total:  372,762   89,777   306,543   89,354   678,635   179,131 
At 2012 year end, approximately 50% of our total acreage was developed.  In addition, approximately 64% of our total acreage position was either developed, held by production, held by operations or permitted as of December 31, 2012.  All of our proved reserves are located in North Dakota and Montana.
 
Recent Acreage Acquisitions

In 2011,2012, we acquired leasehold interests covering an aggregate of approximately 43,239 17,590 net mineral acres in our key prospect areas, for an average cost of $1,832$1,788 per net acre.  These acquisitions consisted of an average ofIn addition, we earned approximately 2446,450 net mineral acres per transaction.through farm-in arrangements during 2012.

We generally assess acreage subject to near-term drilling activities on a lease-by-lease basis because we believe each lease’s contribution to a subject spacing unit is best assessed on that basis if development timing is sufficiently clear.  Consistent with that approach, the majority of our acreage acquisitions involve properties that are “hand-picked” by us on a lease-by-lease basis for their contribution to a well expected to be spud in the near future, and the subject leases are then aggregated to complete one single closing with the transferor.  As such, we generally view each acreage assignment from brokers, landmen and other parties as involving several separate acquisitions combined into one closing with the common transferor for convenience.  However, in certain instances an acquisition may involve a larger number of leases presented by the transferors as a single package without negotiation on a lease-by-lease basis.  In those instances, we still review each lease on a lease-by-lease basis to ensure that the package as a whole meets our acquisition criteria and drilling expectations.
 
Divestitures
In November 2009, we agreed to participate in the exploration and development of Slawson Exploration Company, Inc.’s (“Slawson”) Anvil project in Roosevelt and Sheridan Counties, Montana and Williams County, North Dakota.  In April 2011, we sold our interest in the Anvil project for $5.0 million.  As of the date of sale, our cost basis in the Anvil project was $1.8 million.  We sold our interest in the project along with Slawson, who also desired to sell its entire interest in the project.  Slawson had drilled and completed one well in the project area prior to the divestiture – the Mayhem #1-19H well – and we retained our interest in that wellbore in connection with the divestiture.  The proceeds from the sale were applied to reduce the capitalized costs of oil and gas properties.
 
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Acreage Expirations

As a non-operator, we are subject to lease expirations if an operator does not commence the development of operations within the agreed terms of our leases.  All of our leases for undeveloped acreage summarized in the table below will expire at the end of their respective primary terms, unless we renew the existing leases, establish commercial production from the acreage or some other “savings clause” is exercised.  In addition, our leases typically provide that the lease does not expire at the end of the primary term if drilling operations have been commenced.  While we generally expect to establish production from most of our acreage prior to expiration of the applicable lease terms, there can be no guarantee we can do so.  The approximate expiration of our gross and net acres which are subject to expire between 20122013 and 20162017 and thereafter, are set forth below:

 Acres Expiring  Acreage Subject to Expiration 
Year Ended Gross  Net  Gross  Net 
December 31, 2012  45,503   17,677 
December 31, 2013  75,521   23,765   66,135   20,915 
December 31, 2014  76,231   23,371   74,629   26,364 
December 31, 2015  73,160   20,925   100,117   22,744 
December 31, 2016 and thereafter  27,255   17,998 
December 31, 2016  13,142   7,908 
December 31, 2017 and thereafter  4,887   2,144 
Total  297,670   103,738   258,909   80,075 

During 2011,2012, we had leases expire in Montana, New York and North Dakota covering approximately 26,428 14,272 net acres, of which approximately 15,67312,991 net acres were prospective for the Bakken and Three Forks Formations in Montana and North Dakota.  The 20112012 lease expirations carried a $9$7.1 million cost whichthat was transferred to the costs subject to depletion.  We believe that the expired acreage was not material to our capital deployed in these prospects.  We do not consider the expiration of acreage during 20112012 to be material.

Unproved Properties

All properties that are not classified as proved properties are considered unproved properties and, thus, the costs associated with such properties are not subject to depletion.  Once a property is classified as proved, all associated acreage and drilling costs are subject to depletion.

We historically have acquired our properties by purchasing individual or small groups of leases directly from mineral owners or from landmen or lease brokers, which leases generally have not been subject to specified drilling projects, and by purchasing lease packages in identified project areas controlled by specific operators.  We generally participate in drilling activities on a proportionate basis by electing whether to participate in each well on a well-by-well basis at the time wells are proposed for drilling, with the exception of three defined drilling projects with Slawson.

As of December 31, 2011,2012, we were participating in three defined drilling projects with Slawson covering an aggregate of approximately 17,40019,467 net acres controlled by us.acres.  The Windsor project area includes approximately 2,700 2,063 net acres, controlled by us, primarily located in Mountrail and surrounding counties of North Dakota.  The South West Big Sky project includes approximately 3,900 5,449 total net acres controlled by us in Richland County, Montana.  The Lambert project includes approximately 10,800 11,955 total net acres controlled by us in Richland and Dawson Counties, Montana.

We believe that the majority of our unproved costs will become subject to depletion within the next five years by proving up reserves relating to its acreage through exploration and development activities, by impairing the acreage that will expire before we can explore or develop it further or by determining that further exploration and development activity will not occur.  The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of our reserves.

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Production History

The following table presents information about our produced crude oil and natural gas volumes during the year ended December 31, 2012, 2011 2010 and 2009.2010.  As of December 31, 2012, we were selling oil and natural gas from a total of 1,227 gross (106.2 net) wells.  As of December 31, 2011, we were selling crude oil and natural gas from a total of 664 gross (57.9 net) wells.  As of December 31, 2010, we were selling crude oil and natural gas from a total of 311 gross (26.0 net) wells.  As of December 31, 2009, we were selling crude oil and natural gas from a total of 179 gross (9.2 net) wells.  All of the forgoingforegoing wells were located within the Williston Basin.  All data presented below is derived from accrued revenue and production volumes for the relevant period indicated.

  Year Ended December 31, 
  2011  2010  2009 
Net Production:         
Crude Oil (Bbl)  1,791,979   849,845   274,328 
Natural Gas (Mcf)  800,207   234,411   47,305 
Barrel of Crude Oil Equivalent (BOE)  1,925,347   888,914   282,212 
             
Average Sales Prices:            
Crude Oil (per Bbl) $86.01  $68.27  $54.60 
Effect of crude oil hedges on average price (per Bbl)  (7.48)  (0.55)  (2.28)
Crude Oil net of hedging (per Bbl)  78.53   67.72   52.32 
Natural Gas and other liquids (per Mcf)  6.63   6.26   4.11 
Realized price on a BOE basis including all realized derivative settlements  75.85   66.39   51.55 
             
Average Production Costs:            
Barrel of Oil Equivalent (per BOE) $6.77  $3.70  $2.68 
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  Year Ended December 31, 
  2012  2011  2010 
Net Production:         
Oil (Bbl)  3,465,311   1,791,979   849,845 
Natural Gas and NGLs (Mcf)  1,768,872   800,207   234,411 
Barrels of Oil Equivalent (Boe)  3,760,123   1,925,347   888,914 
             
Average Sales Prices:            
Oil (per Bbl) $83.22  $86.01  $68.27 
Effect of Loss on Settled Derivatives on Average Price (per Bbl)  (0.11)  (7.48)  (0.55)
Oil Net of Settled Derivatives (per Bbl)  83.11   78.53   67.72 
Natural Gas and NGLs (per Mcf)  4.67   6.63   6.26 
Realized Price on a Boe Basis Including All Realized Derivative Settlements
  78.79   75.85   66.39 
             
Average Costs:            
Production Expenses (per Boe) $8.61  $6.77  $3.70 
 
Depletion of crude oilOil and natural gas propertiesNatural Gas Properties
 
Our depletion expense is driven by many factors including certain exploration costs involved in the development of producing reserves, production levels and estimates of proved reserve quantities and future developmental costs.  The following table presents our depletion expenses during 2012, 2011 2010 and 2009.2010.

  Year Ended December 31, 
  2011  2010  2009 
Depletion of crude oil and natural gas properties $40,815,426  $16,884,563  $4,250,983 
  Year Ended December 31, 
  2012  2011  2010 
Depletion of Oil and Natural Gas Properties $98,427,159  $40,815,426  $16,884,563 
Depletion Expense (per Boe) $26.18  $21.20  $18.99 
 
Drilling and Development Activity
 
The following table sets forth the number of gross and net productive and non-productive wells for all of our drilling and development activity in the years ended December 31, 2012, 2011 2010 and 2009.  No wells have been permitted or drilled on any of our Yates County, New York acreage.2010.  The following table does not include wells that were awaiting completion, in the process of completion or awaiting flowback subsequent to fracture stimulation.  We have not participated in any wells solely targeting natural gas reserves.  We have classified all wells drilled to-date targeting the Bakken and Three Forks formations as development wells. As of December 31, 2011,2012, we have had 100% success rate in our North Dakota and Montana Bakken and Three Forks wells.




 
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  Year Ended December 31, 
  2011  2010  2009 
  Gross  Net  Gross  Net  Gross  Net 
Exploratory Wells:                  
Crude oil  1   0.01   2   0.44   1   0.23 
Natural gas  –   –   –   –   –   – 
Non-productive  1   0.33   –   –   –   – 
                         
Development Wells:                        
Crude oil  353   32.26   168   16.41   144   6.86 
Natural gas  –   –   –   –   –   – 
Non-productive  –   –   –   –   –   – 
                         
Total Productive Exploratory and Development Wells  354   32.27   170   16.85   145   7.09 


  Year Ended December 31, 
  2012  2011  2010 
  Gross  Net  Gross  Net  Gross  Net 
Exploratory Wells:                  
Oil  –   –   1   –   2   0.4 
Natural Gas  –   –   –   –   –   – 
Non-Productive  –   –   1   0.3   –   – 
                         
Development Wells:                        
Oil  563   48.3   353   32.3   168   16.4 
Natural Gas  –   –   –   –   –   – 
Non-Productive  –   –   –   –   –   – 
                         
Total Productive Exploratory and Development Wells  563   48.3   354   32.3   170   16.8 
The following table summarizes our cumulative gross and net productive crude oil wells by state at each of December 31, 2012, 2011 2010 and 2009.2010.
 
 Year Ended December 31,  At December 31, 
 2011  2010  2009  2012  2011  2010 
 Gross  Net  Gross  Net  Gross  Net  Gross  Net  Gross  Net  Gross  Net 
North Dakota  642   54.40   300   23.90   170   8.17   1,173   97.9   642   54.4   300   23.9 
Montana  22   3.53   11   2.13   9   1.02   54   8.3   22   3.5   11   2.1 
Total  664   57.94   311   26.03   179   9.19   1,227   106.2   664   57.9   311   26.0 

Research and Development

We do not anticipate performing any significant research and development under our plan of operation.

Proved Reserves

We recently completed our most current reservoir engineering calculation as of December 31, 2011.2012.

Based on the results of our December 31, 20112012 reserve analysis, our proved reserves increased approximately 198%44% during 20112012 primarily as a result of increased drilling activity involving our acreage and our acquisition of acreage subject to specific drilling projects or included in permitted or drilling spacing units.  We incurred approximately $300$485 million of capital expenditures for drilling activities and $80$37 million for acreage acquisitions and other acreage related costs during the year ended December 31, 2011,2012, all of which directly contributed to the increase in our proved developed reserves. No other expenditures materially contributed to the development of proved developed reserves in 2011.2012.  Our proved undeveloped reserves increased by approximately 234%20% during 20112012 primarily as a result of drilling activity and our acquisitions of acreage.  Based on our independent reservoir engineering firm’s calculation of proved undeveloped reserves as of December 31, 2010,2011, approximately 16%24% of our proved undeveloped reserves were converted to proved developed reserves during 2011.2012.  Our development drilling program includes the drilling of approximately 87.9 proven undeveloped net wells before the end of 2015 at an estimated cost of $741 million.  Our development plan for drilling proved undeveloped wells calls for the drilling of 26.9 net wells during 2013, 41.4 net wells during 2014 and 19.6 net wells during 2015, for a total of 87.9 net wells.  During 2012, our progress toward converting proved undeveloped reserves to proved developed reserves included the drilling and completion of 23.6 net undeveloped wells at a total estimated net capital cost of $195.7 million.  We expect that our proved undeveloped reserves will continue to be converted to proved developed producing reserves as additional wells are drilled including our acreage.  We do not have any material amounts ofAll locations comprising our remaining proved undeveloped reserves that have remained undeveloped forare forecast to be drilled within five years or more.from initially being recorded in accordance with our adopted development plan.
At 2011 year end, approximately 31% of our Bakken and Three Forks prospective acreage was developed.  In addition, at 2011 year end, we had approximately 17,290 net acres being drilled and completed and approximately 12,886 net acres held by production, for a total of approximately 82,395 net acres, or approximately 49% of our prospective Bakken and Three Forks position, either developed, under the bit or held by production.  All of our proved reserves are located in North Dakota and Montana.

 
 
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A reconciliation of the change in proved undeveloped reserves during 2012 is as follows:

MMBoe
Estimated Proved Undeveloped Reserves at 12-31-201131.1
PUD’s converted to PDP’s during 2012(7.6)
Additional PUD’s added during 201215.3
Revisions of previous estimates(1.4)
Estimated Proved Undeveloped reserves at 12-31-201237.4

Preparation of our reserve report is outlined in our Sarbanes-Oxley Act Section 404 internal control procedures. Our procedures require that our reserve report be prepared by a third-party registered independent engineering firm at the end of every year based on information we provide to such engineer. We utilize historical production and expense data for our wells, calculate historical differentials, validate working interests and net revenue interests, and obtain updated authorizations for expenditure (“AFEs”) from our operations department. This data is forwarded to our third-party engineering firm for review and calculation.  Our Chief Executive Officer provides a final review of our reserve report and the assumptions relied upon in such report.

We have utilized Ryder Scott Company, LP (“Ryder Scott”), an independent reservoir engineering firm, as our third-party engineering firm. The selection of Ryder Scott is approved by our Audit Committee.  Ryder Scott is one of the largest reservoir-evaluation consulting firms and evaluates crude oil and natural gas properties and independently certifies petroleum reserves quantities for various clients throughout the United States and internationally.  Ryder Scott has substantial experience calculating the reserves of various other companies with operations targeting the Bakken and Three Forks formations and, as such, we believe Ryder Scott has sufficient experience to appropriately determine our reserves. Ryder Scott utilizes proprietary technology, systems and data to calculate our reserves commensurate with this experience.

In December 2011, we hiredWe employ an internal reserve engineer who is responsible for overseeing the preparation of our reserves estimates.  Our internal reserve engineer possesses a B.S. in chemical and petroleum engineering from the University of Pittsburgh and has ten years of oil and gas experience on the reservoir side.  He has worked for large independents and financial firms on projects and acquisitions, both domestic and international.  The proved reserves tables below summarize our estimated proved reserves as of December 31, 2011,2012, based upon reports prepared by Ryder Scott.  The reports of our estimated proved reserves in their entirety are based on the information we provide to them. Ryder Scott is a Texas Registered Engineering Firm (F-1580).  Our primary contact at Ryder Scott is James L. Baird, Managing Senior Vice President. Mr. Baird is a State of Colorado Licensed Professional Engineer (License #41521).

In accordance with applicable requirements of the SEC, estimates of our net proved reserves and future net revenues are made using average prices at the beginning of each month in the 12-month period prior to the date of such reserve estimates and are held constant throughout the life of the properties (except to the extent a contract specifically provides for escalation).

The reserves set forth in the Ryder Scott report for the properties are estimated by performance methods or analogy.  In general, reserves attributable to producing wells and/or reservoirs are estimated by performance methods such as decline curve analysis which utilizes extrapolations of historical production data.  Reserves attributable to non-producing and undeveloped reserves included in our report are estimated by analogy.  The estimates of the reserves, future production, and income attributable to properties are prepared using the economic software package Aries for Windows, a copyrighted program of Halliburton.

To estimate economically recoverable crude oil and natural gas reserves and related future net cash flows, we consider many factors and assumptions including, but not limited to, the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and SEC pricing requirements, and forecasts of future of production rates. Under the SEC regulations 210.4-10(a)(22)(v) and (26), proved reserves must be demonstrated to be economically producible based on existing economic conditions including the prices and costs at which economic producibility from a reservoir is to be determined as of the effective date of the report. With respect to the property interests we own, production and well tests from examined wells, normal direct costs of operating the wells or leases, other costs such as transportation and/or processing fees, production taxes, recompletion and development costs and product prices are based on the SEC regulations, geological maps, well logs, core analyses, and pressure measurements.
 
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The reserve data set forth in the Ryder Scott report represents only estimates, and should not be construed as being exact quantities. They may or may not be actually recovered, and if recovered, the actual revenues and costs could be more or less than the estimated amounts. Moreover, estimates of reserves may increase or decrease as a result of future operations.
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Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be measured in an exact manner. There are numerous uncertainties inherent in estimating crude oil and natural gas reserves and their estimated values, including many factors beyond our control. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geologic interpretation and judgment. As a result, estimates of different engineers, including those used by us, may vary. In addition, estimates of reserves are subject to revision based upon actual production, results of future development and exploration activities, prevailing crude oil and natural gas prices, operating costs and other factors. The revisions may be material. Accordingly, reserve estimates are often different from the quantities of crude oil and natural gas that are ultimately recovered and are highly dependent upon the accuracy of the assumptions upon which they are based. Our estimated net proved reserves, included in our SEC filings, have not been filed with or included in reports to any other federal agency. See “Item 1A. Risk Factors – EstimatesOur estimated reserves are based on many assumptions that may prove to be inaccurate.  Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of crude oil and natural gas reserves that we make may be inaccurate and our actual revenues may be lower than our financial projections.reserves.”

Ryder Scott prepared our reserve report valuing our proved reserves at December 31, 2011.2012.  The report values only our proved reserves and does not value our probable reserves or our possible reserves.  The following table sets forth our estimated proved reserves based on the SEC rules as defined in Rule 4.10(a) of Regulation S-X and Item 1200 of Regulation S-K (“SEC Pricing Proved Reserves”).

SEC Pricing Proved Reserves(1)
 
 
Crude Oil
(barrels)
  
Natural Gas
(Mcf)
  
Total
(BOE)(2)
  
Pre-Tax
PV10% Value $M(3)
  
Oil
(MBbl)
  
Natural Gas
(MMcf)
  
Total
(MBoe)(2)
  
Pre-Tax
PV10% Value $M(3)
 
PDP Properties  13,308,105   7,779,168   14,604,633  $534,492   23,679   15,014   26,181  $795,669 
PDNP Properties  1,030,471   673,488   1,142,718  $17,084   3,667   2,336   4,056   42,833 
PUD Properties  27,538,402   21,216,508   31,074,487  $549,757   33,368   23,928   37,356   448,904 
Total Proved Properties:  41,876,978   29,669,164   46,821,838  $1,101,333   60,714   41,278   67,594  $1,287,406 
_____________________
(1)The SEC Pricing Proved Reserves table above values crude oil and natural gas reserve quantities and related discounted future net cash flows as of December 31, 20112012 assuming constant realized prices of $90.17$84.92 per barrel of crude oil and $6.18$4.78 per Mcf of natural gas, using a BTUwhich includes an uplift factor of 1.51.7 to reflect liquids and condensates (natural gas liquids are included with natural gas).  Under SEC guidelines, these prices represent the average prices per barrel of crude oil and per Mcf of natural gas at the beginning of each month in the 12-month period prior to the end of the reporting period, which averages are then adjusted to reflect applicable transportation and quality differentials.
(2)BOEBoe are computed based on a conversion ratio of one BOEBoe for each barrel of crude oil and one BOEBoe for every 6,000 cubic feet (i.e., 6 Mcf) of natural gas.
(3)Pre-tax PV10% may be considered a non-GAAP financial measure as defined by the SEC and is derived from the standardized measure of discounted future net cash flows, which is the most directly comparable GAAP measure.  Pre-tax PV10% is computed on the same basis as the standardized measure of discounted future net cash flows but without deducting future income taxes.  We believe Pre-tax PV10% is a useful measure for investors for evaluating the relative monetary significance of our crude oil and natural gas properties.  We further believe investors may utilize our Pre-tax PV10% as a basis for comparison of the relative size and value of our reserves to other companies because many factors that are unique to each individual company impact the amount of future income taxes to be paid.  Our management uses this measure when assessing the potential return on investment related to our crude oil and natural gas properties and acquisitions.  However, Pre-tax PV10% is not a substitute for the standardized measure of discounted future net cash flows.  Our Pre-tax PV10% and the standardized measure of discounted future net cash flows do not purport to present the fair value of our crude oil and natural gas reserves.

The table above assumes prices and costs discounted using an annual discount rate of 10% without future escalation, without giving effect to non-property related expenses such as general and administrative expenses, debt service and depreciation, depletion and amortization, or federal income taxes.
28

The “Pre-tax PV10%” values of our proved reserves presented in the foregoing tablestable may be considered a non-GAAP financial measure as defined by the SEC.


25


The following table reconciles the pre-tax PV10% value of our SEC Pricing Proved Reserves to the standardized measure of discounted future net cash flows.

SEC Pricing Proved Reserves
(in thousands)
SEC Pricing Proved Reserves
(in thousands)
 
SEC Pricing Proved Reserves
(in thousands)
 
Standardized Measure ReconciliationStandardized Measure Reconciliation Standardized Measure Reconciliation 
Pre-tax Present Value of estimated future net revenues (Pre-tax PV10%) $1,101,333  $1,287,406 
Future income taxes, discounted at 10%  262,636   246,051 
Standardized measure of discounted future net cash flows $838,697  $1,041,355 

Uncertainties are inherent in estimating quantities of proved reserves, including many risk factors beyond our control.  Reserve engineering is a subjective process of estimating subsurface accumulations of crude oil and natural gas that cannot be measured in an exact manner.  As a result, estimates of proved reserves may vary depending upon the engineer valuing the reserves.  Further, our actual realized price for our crude oil and natural gas is not likely to average the pricing parameters used to calculate our proved reserves. As such, the crude oil and natural gas quantities and the value of those commodities ultimately recovered from our properties will vary from reserve estimates.

Additional discussion of our proved reserves is set forth under the heading “Supplemental Oil and Gas Information” to our financial statements included later in this report.

Delivery Commitments

We do not currently have any delivery commitments for product obtained from our wells.

Item 3. Legal Proceedings

On August 23, 2010, plaintiff Donald Rensch filed a shareholder derivative complaint (the “Original Complaint”) in the United States District Court for the District of Minnesota against our company as nominal defendant, Michael L. Reger, Ryan R. Gilbertson, James R. Sankovitz and Chad D. Winter, James Randall Reger, James Russell Reger, Weldon W. Gilbertson, Douglas M. Polinsky, Joseph A. Geraci, II and Voyager Oil & Gas, Inc. (“Voyager”).  The Original Complaint alleged breach of fiduciary duty of loyalty and usurping of corporate opportunities by Messrs. M. Reger, Gilbertson, Sankovitz and Winter; asserted allegations against Messrs. James Randall Reger, Weldon W. Gilbertson, James Russell Reger, Douglas M. Polinsky and Joseph A. Geraci, II of aiding and abetting our officers in breaching their fiduciary duties and usurping of corporate opportunities in connection with the formation, capitalization, and operation of Plains Energy (Voyager’s predecessor); and asserted a claim against Voyager for tortious interference with a prospective business relationship.  The plaintiff sought injunctive relief and damages, including imposing on Voyager and all of its assets a constructive trust for our company’s benefit.  On June 20, 2011, the District Court granted a motion to dismiss the lawsuit, and the complaint was dismissed without prejudice.
On July 20, 2011 plaintiff Donald Rensch filed an amended shareholder derivative complaint (the “Amended Complaint”) in the same court against our company as nominal defendant, Michael L. Reger, Ryan R. Gilbertson, James R. Sankovitz and Voyager.  All other defendants from the Original Complaint were not included as defendants in the Amended Complaint.  The Amended Complaint alleges breach of fiduciary duty of loyalty and usurping of corporate opportunities by Messrs. Reger, Gilbertson and Sankovitz in connection with the formation, capitalization, and operation of Plains Energy (Voyager’s predecessor), and also includes related aiding and abetting claims against Voyager and Messrs. Reger and Gilbertson.  The plaintiff seeks unspecified equitable relief and damages.  We believe that each of the above claims lacks merit and intend to strongly defend our company and each of our current and/or former officers and directors in connection with this lawsuit.  A motion to dismiss the lawsuit in the United States District Court for the District of Minnesota was filed on September 9, 2011.  The motion was heard before the Court on December 20, 2011, but the Court has not yet issued a ruling on the motion.
In addition to the foregoing, ourOur company is subject from time to time to litigation claims and governmental and regulatory proceedings arising in the ordinary course of business.

26
Item 4. Mine Safety Disclosures

None.

Executive Officers of the Registrant

Our executive officers, their ages and offices held, as of February 15, 201228, 2013 are as follows:

Name Age Positions
Michael L. Reger  3536 Chairman, Chief Executive Officer and Director
RyanThomas W. Stoelk57Chief Financial Officer
Brandon R. GilbertsonElliott41Executive Vice President, Corporate Development and Strategy
Erik J. Romslo  35 Executive Vice President,
Thomas W. Stoelk56Chief Financial Officer
James R. Sankovitz37Chief Operating Officer General Counsel and Secretary

Michael L. Reger is a founder of our predecessor, Northern Oil and Gas, Inc., and has served as our Chief Executive Officer and Chairman of the Board and Chief Executive Officer of Directorsour company since March 2007.  Mr. Reger has been primarily involved in the acquisition of crude oil and gas and mineral rights for his entire professional lifecareer.  Mr. Reger began working the oil and is a director ofgas leasing business for his family’s company, Reger Oil, based in Billings, Montana.1992 and worked as an oil and gas landman for Reger Oil from 1992 until co-founding Northern in 2006.  Mr. Reger holds a Bachelor of ArtsB.A. in Finance and an MBAM.B.A. in Finance/Managementfinance/management from the University of St. Thomas in St. Paul, Minnesota.  The Reger family has a history of acreage acquisition in the Williston Basin dating to 1952.


Ryan R. Gilbertson has served as our President since March 2010 and served as a Director of our company from March 2007 to August 2011. Mr. Gilbertson previously served as our Chief Financial Officer from March 2007 to March 2010. Mr. Gilbertson’s last position prior to co-founding Northern was at Piper Jaffray in Minneapolis from March 2004 to August 2006. Prior to Piper Jaffray, Mr. Gilbertson was a portfolio manager at Telluride Asset Management, a multi-strategy hedge fund based in Wayzata, Minnesota. Mr. Gilbertson holds a BA from Gustavus Adolphus College in International Business/Finance.
29


Thomas W. Stoelk has served as our Chief Financial Officer since December 2011.  Prior to joining our company, Mr. Stoelk served as the Vice President of Finance and Chief Financial Officer at Superior Well Services, Inc. from 2005 to 2011.  Prior to Superior Well Services, Inc., Mr. Stoelk served as the Chief Financial Officer of Great Lakes Energy Partners, LLC from 1999 to 2005 and the Senior Vice President of Finance and Administration for Range Resources Corporation from 1994 to 1999.  Prior to his employment with Range Resources Corporation, Mr. Stoelk was a senior manager at Ernst & Young LLP and worked as a certified public accountant in their auditing practice.  Mr. Stoelk holds a BS in Industrial Administration from Iowa State University.

JamesBrandon R. SankovitzElliott has served as our Chief Operating OfficerExecutive Vice President, Corporate Development and Strategy since March 2010, and previously served as our General Counsel from March 2008 until October 2011.January 2013.  Prior to joining our company, Mr. SankovitzElliott served as Vice President of Investor Relations of CONSOL Energy Inc., a Fortune 500 coal and natural gas company, from 2010 until 2012.  Prior to CONSOL, Mr. Elliott worked from 2000 until 2010 at Friess Associates LLC, managers of The Brandywine Funds, most recently as a portfolio manager.  Mr. Elliott holds a bachelor’s degree from Dartmouth College, is a Chartered Financial Analyst (CFA) and is a member of the National Investor Relations Institute.

Erik J. Romslo has served as our General Counsel and Secretary since October 2011 and as an Executive Vice President since January 2013.  Prior to joining our company, Mr. Romslo practiced law in the Minneapolis office of our outside counsel, Faegre & Benson LLP, from 2005 until 2011, where he was a partner atmember of the Corporate group.  Prior to joining Faegre, Mr. Romslo practiced law firm Adams, Monahanin the New York City office of Fried, Frank, Harris, Shriver & Sankovitz, LLPJacobson LLP.  Mr. Romslo holds a bachelor’s degree from November 2004 to March 2008, where he represented various publicSt. Olaf College and private companies and individuals concerning state and federal securities laws, corporate finance matters, mergers and acquisitions, capital structuring, regulatory compliance and other business-related matters. Mr. Sankovitz has assisted clients as an attorney and consultant in pursuing capital-raising transactions (including private placements, mergers, tender offers, bond offerings, bridge financings and bank financings), structuring complex transactions, completing mergers, acquisitions and similar transactions, developing strategic business plans, exploring licensing opportunities, evaluating cash needs and resources, negotiating various agreements and addressing securitiesa law compliance and general corporate matters.degree from the New York University School of Law.

27

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock commenced tradingtrades on the AMEX on March 26, 2008NYSE MKT under the symbol “NOG.”  The high and low sales prices for shares of common stock of our company for each quarter during 20102011 and 20112012 are set forth below.

 Sales Price  Sales Price 
 High  Low  High  Low 
Fiscal Year Ended December 31, 2011            
First Quarter $33.98  $23.50  $33.98  $23.50 
Second Quarter  27.25   16.63   27.25   16.63 
Third Quarter  25.01   13.25   25.01   13.25 
Fourth Quarter  27.70   16.50   27.70   16.50 
                
Fiscal Year Ended December 31, 2010        
Fiscal Year Ended December 31, 2012        
First Quarter $16.23  $10.47  $28.00  $20.04 
Second Quarter  18.00   11.72   21.40   14.94 
Third Quarter  17.11   11.95   19.70   14.40 
Fourth Quarter  28.43   16.98   17.88   13.73 
        

The closing price for our common stock on the NYSE Amex Equities MarketMKT on February 15, 201222, 2013 was $23.43$14.13 per share.

Comparison Chart

The following information in this Item 5 of this Annual Report on Form 10-K is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities of Section 18 of the Securities Exchange Act of 1934, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate it by reference into such a filing.

30
The following graph compares the 56-month60-month cumulative total shareholder returns since completion of our reverse merger on April 13,December 31, 2007 of Northern Oil and Gas, Inc., and the cumulative total returns of Standard & Poor’s Composite 500 Index and the AmexNYSE Arca Oil Index (formerly the AMEX Oil Index) for the same period.  This graph assumes $100 was invested in the stock or the Index on April 13,December 31, 2007 and also assumes the reinvestment of dividends. We have not included any graph for any period prior to April 13, 2007, because there was no active trading in our common stock prior to April 13, 2007 and, as such, data is not available for any period prior to such date.

 
 
28


 
*           The following table sets forth the total returns utilized to generate the foregoing graph.

  4/13/2007  12/31/2007  12/31/2008  12/31/2009  12/31/2010  12/31/2011 
Northern Oil and Gas, Inc. (NOG) $100.00  $173.75  $65.00  $296.00  $680.25  $599.50 
Standard & Poor’s Composite 500 Index  100.00   104.82   66.04   83.52   96.10   98.13 
Amex Oil Index  100.00   126.46   89.73   101.26   107.40   114.61 
  12/31/07  12/31/08  12/31/09  12/31/10  12/31/11  12/31/12 
Northern Oil & Gas, Inc. $100.00  $37.41  $170.36  $391.51  $345.04  $242.01 
S&P 500  100.00   63.00   79.67   91.67   93.61   108.59 
NYSE Arca Oil Index  100.00   70.99   80.27   85.04   90.76   92.55 

Holders

As of February 15, 2012,22, 2013, we had 63,481,85263,630,990 shares of our common stock outstanding, held by approximately 389356 shareholders of record.  The number of record holders does not necessarily bear any relationship to the number of beneficial owners of our common stock.

Dividends

The payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We have not paid or declared any dividends upon our common stock since our inception and do not presently anticipate paying any dividends upon our common stock in the foreseeable future.  Under our revolving credit facility, we are prohibited from paying cash dividends on our common stock. Any cash dividends in the future to common shareholders will be payable when, as and if declared by our Board of Directors based upon the Board’s assessment of:
 
 
2931
 
 
▪●  our financial condition and performance;
 
▪●  earnings;
 
▪●  need for funds;
 
▪●  capital requirements;
 
▪●  prior claims of preferred stock to the extent issued and outstanding; and
 
▪●  other factors, including income tax consequences, contractual restrictions and any applicable laws.

There can be no assurance, therefore, that any dividends on the common stock will ever be paid.

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

The table below sets forth the information with respect to purchases made by or on behalf of the company, or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the quarter ended December 31, 2011.2012.


Period 
Total Number of Shares Purchased(1)
  Average Price Paid Per Share  Total Number of Shares Purchased as Part of Publically Announced Plans or Programs 
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(2)
Month #1          
October 1, 2011 to October 31, 2011  26,292  $19.39   - 150 million
Month #2             
November 1, 2011 to November 30, 2011  12,055   22.77   - 150 million
Month #3             
December 1, 2011 to December 31, 2011  12,047   24.64   - 150 million
Total  50,394  $21.45   - 150 million
__________________________
Period 
Total Number of Shares Purchased(1)
  Average Price Paid Per Share  Total Number of Shares Purchased as Part of Publically Announced Plans or Programs  
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(2)
 
Month #1            
October 1, 2012 to October 31, 2012  15,215  $16.44   -  $150 million 
Month #2                
November 1, 2012 to November 30, 2012  -   -   -   150 million 
Month #3                
December 1, 2012 to December 31, 2012  7,773   15.79   -   150 million 
Total  22,988  $16.22   -  $150 million 

(1)  All shares purchased reflect shares surrendered by company employees in satisfaction of tax obligations in connection with 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 company’s outstanding common stock.  We have not made any repurchases under this program to date.


 
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Item 6. Selected Financial Data

 Fiscal Years 
 Fiscal Years  2012  2011  2010  2009  2008 
 2011  2010  2009  2008  2007  (in thousands, except share and per common share data) 
Statements of Income Information:               Statements of Income Information: 
Revenues               Revenues 
Oil and Gas Sales $159,439,508  $59,488,284  $15,171,824  $3,542,994  $–  $296,638  $159,440  $59,488  $15,172  $3,543 
(Loss) Gain on Settled Derivatives  (13,407,878)  (469,607)  (624,541)  778,885   –   (391)  (13,408)  (470)  (625)  779 
Gain (Loss) on Mark-to-Market of Derivative Instruments  3,072,229   (14,545,477)  (363,414)  –   – 
Unrealized Gain (Loss) on Derivative Instruments  15,147   3,072   (14,545)  (363)  – 
Other Revenue  285,234   85,900   37,630   –   –   179   285   86   38   – 
Total Revenues  149,389,093   44,559,100   14,221,499   4,321,879   –   311,573   149,389   44,559   14,222   4,322 
                                        
Operating Expenses                    Operating Expenses 
Production Expenses  13,043,633   3,288,482   754,976   70,954   –   32,382   13,044   3,288   755   71 
Production Taxes  14,300,720   5,477,975   1,300,373   203,182   –   28,486   14,301   5,478   1,300   204 
General and Administrative Expense  13,624,892   7,204,442   3,686,330   2,091,289   4,509,743   22,645   13,625   7,204   3,686   2,091 
Depletion Oil and Gas Properties  40,815,426   16,884,563   4,250,983   677,915   –   98,427   40,815   16,885   4,251   678 
Depreciation and Amortization  298,137   176,595   91,794   67,060   3,446   410   298   177   92   67 
Accretion of Discount on Asset Retirement Obligations  56,055   21,755   8,082   1,030   –   86   56   22   8   1 
Total Expenses  82,138,863   33,053,812   10,092,538   3,111,430   4,513,189   182,436   82,139   33,054   10,092   3,112 
                                        
                                        
Income (Loss) from Operations  67,250,230   11,505,288   4,128,961   1,210,449   (4,513,189)
Income from Operations  129,137   67,250   11,505   4,130   1,210 
                                        
Other Income  –   –   479,100   –   240   24   –   –   479   – 
Interest Expense  (585,982)  (583,376)  (535,094)  (27,485)  –    (13,875)  (586)  (583)  (535)  (28)
Interest Income  567,452   472,912   191,985   286,736   205,337   1   568   473   192   287 
Gain (Loss) on Available for Sale Securities  215,092   (58,524)  –    124,640   2,319   –   215   (59)  –   125 
Other Income (Expense)  196,562   (168,988)  135,991   383,891   207,896 
Total Other Income (Expense)  (13,850)  197   (169)  136   384 
                                        
Income (Loss) Before Income Taxes  67,446,792   11,336,300   4,264,952   1,594,340   (4,305,293)
Income Before Income Taxes  115,287   67,447   11,336   4,266   1,594 
                                        
Income Tax Provision (Benefit)  26,835,300   4,419,000   1,466,000   (830,000)  –   43,002   26,835   4,419   1,466   (830)
                                        
Net Income (Loss) $40,611,492  $6,917,300  $2,798,952  $2,424,340  $(4,305,293)
Net Income $72,285  $40,612  $6,917  $2,800  $2,424 
                                        
Net Income (Loss) Per Common Share – Basic $0.66  $0.14  $0.08  $0.08  $(0.18)
Net Income Per Common Share – Basic $1.16  $0.66  $0.14  $0.08  $0.08 
                                        
Net Income (Loss) Per Common Share – Diluted $0.65  $0.14  $0.08  $0.07  $(0.18)
Net Income Per Common Share – Diluted $1.15  $0.65  $0.14  $0.08  $0.07 
                                        
Weighted Average Shares Outstanding – Basic  61,789,289   50,387,203   36,705,267   31,920,747   23,667,119   62,485,836   61,789,289   50,387,203   36,705,267   31,920,747 
                                        
Weighted Average Shares Outstanding - Diluted  62,195,340   50,778,245   36,877,070   32,653,552   23,667,119 
Weighted Average Shares Outstanding – Diluted  62,869,079   62,195,340   50,778,245   36,877,070   32,653,552 
                                        
Balance Sheet Information:                    
Total Assets $725,593,919  $509,693,965  $135,594,968  $54,520,399  $18,131,464 
Revolving Line of Credit $69,900,000   –   –   –   – 
Total Liabilities $229,023,864  $74,334,483  $12,035,518  $4,991,336  $224,247 
Shareholders’ Equity $497,797,055  $435,359,482  $123,559,450  $49,529,063  $17,907,217 
Statement of Cashflow Information:Statement of Cashflow Information: 
Net Cash Provided By Operating Activities $198,527  $85,150  $73,307  $9,813  $2,506 
Net Cash Used For Investing Activities $(532,172) $(300,868) $(207,893) $(71,849) $(40,358)
Net Cash Provided By Financing Activities $340,754  $69,887  $280,464  $67,488  $28,520 
                                        
Statement of Cashflow Information:
                    
Net cash provided by (used for) operating activities $85,149,526  $73,307,220  $9,812,910  $2,506,492  $(491,509)
Net cash used for investing activities $(300,867,801) $(207,893,450) $(71,848,701) $(40,357,962) $(5,078,758)
Net cash provided by financing activities $69,887,161  $280,463,559  $67,488,447  $28,519,526  $14,832,992 
Balance Sheet Information:               
Assets:               
Cash and Cash Equivalents $13,388  $6,280  $152,111  $6,233  $781 
Total Current Assets  94,215   80,505   233,018   42,018   5,150 
Property and Equipment, net  1,083,245   643,703   275,308   92,150   46,291 
Total Assets  1,190,935   725,594   509,694   135,595   54,520 
Liabilities:                    
Total Current Liabilities  100,457   119,661   59,667   8,910   4,874 
Revolving Line of Credit  124,000   69,900   -   -   - 
8% Senior Notes Due 2020  300,000   -   -   -   - 
Total Liabilities  604,750   229,024   74,334   12,036   4,991 
Total Shareholders’ Equity  586,185   496,570   435,360   123,559   49,529 


 
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Source of Our Revenues

We derive our revenues from the sale of crude oil, natural gas and natural gas liquids (“NGLs”) produced from our properties.  Revenues are a function of the volume produced, the prevailing market price at the time of sale, quality, Btu content and transportation costs to market.  We use derivative instruments to hedge future sales prices on a substantial, but varying, portion of our crude oil and natural gas production.  We expect our hedging activities will help us achieve more predictable cash flows and reduce our exposure to downward price fluctuations.  The use of derivative instruments has in the past, and may in the future, prevent us from realizing the full benefit of upward price movements but also protects us from declining price movements.  Our average realized price calculations (including all derivative settlements) include the effects of the settlement of all derivative contracts regardless of the accounting treatment.

Principal Components of Our Cost Structure

▪  
Production expenses.  Production expenses are daily costs incurred to bring crude 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 workover expenses related to our crude oil and natural gas properties.
 
▪  
Production taxes.  Production taxes are paid on produced crude 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 crude oil and natural gas revenues.
▪  
Depreciation, depletion and amortization.  Depreciation, depletion and amortization includes the systematic expensing of the capitalized costs incurred to acquire, explore and develop crude oil and natural gas. 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.
▪  
Gain (Loss) on Mark-to-Market of Derivative Instruments.  We utilize commodity derivative financial instruments to reduce our exposure to fluctuations in the price of crude oil.  This account activity represents the recognition of gains and losses associated with our outstanding derivative contracts as commodity prices and commodity derivative contracts change on contracts that have not been designated for hedge accounting.
▪  
Gain (Loss) on settled derivatives.  We utilize commodity derivative instruments to reduce our exposure to fluctuations in the price of crude oil.  This account activity represents our realized gains and losses on the settlement of these commodity derivative instruments.
▪  
Interest expense.  We finance a portion of our working capital requirements, capital expenditures and acquisitions with borrowings under our revolving credit facility. As a result, we incur interest expense that is affected by both fluctuations in interest rates and our financing decisions. We capitalize interest paid to the lenders under our revolving credit facility into our full cost pool.  We include the amortization of deferred financing costs (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.

32
Market Conditions

Prices for various quantities of crude oil and natural gas that we produce significantly impact our revenues and cash flows. Commodity prices have been volatile in recent years. The following table lists average NYMEX prices for crude oil and natural gas for the years ended December 31, 2011, 2010 and 2009.  No similar published benchmark exists for NGL prices.  The price uplift from the sale of other liquids is included in the natural gas price.

 Year Ended December 31, 
 2011 2010 2009 
Average NYMEX prices(1)
         
Crude Oil (per Bbl) $95.11  $79.61  $62.09 
Natural gas (per Mcf) $4.03  $4.38  $4.16 
________________________
(1)Based on average of daily closing prices.


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the “Selected Financial Data” in Item 6 and the Financial Statements and Accompanying Notes appearing elsewhere in this report.

Overview of 20112012 Results

During 2011,2012, we achieved the following financial and operating results:

▪·  117%Increased total production growthby 95% compared to 2010;2011;
 
▪·  198%Increased total estimated proved reserve growthreserves to 67.6 million Boe as of December 31, 2012, an increase of 44% compared to 2010;2011 year-end;
 
▪·  Participated in the completion of 354563 gross (32.3(48.3 net) wells, with a 100% success rate in the Bakken and Three Forks plays;
 
▪·  Continued expansionto high-grade and grow our leasehold position to 179,131 net acres with approximately 64% of our activities in the Bakken Shaletotal acreage position either developed, held by growing production, proving up acreage and acquiring additional acreage;
▪  Maintained a strong balance sheetheld by retaining a debt to capitalization ratiooperations or permitted  as of 12%;
▪  Entered into additional derivative contracts for 2012 and 2013;
▪  Realized $85.1 million of cash flow from operating activities;December 31, 2012; and
 
▪·  Ended the year with stockholders’ equity$13 million in cash and, including availability under our revolving credit facility, liquidity of $496.6approximately $240 million.

Operationally, our 20112012 performance reflects another year of successfully executing our strategy of developing our acreage position and building a long-life reserve base.  Our success enabled us to increase proved reserves by 31.1 20.8 million BOE,Boe, which is more than 16 approximately 5.5 times 2011our 2012 production.  During 2011,2012, production increased 117%95% to 1.9 3.8 million BOEBoe as compared to 20102011 production of 0.91.9 million BOE.Boe.  The increase in 20112012 production was driven by a 123%an 83% increase in producing net wells from 26.0 net wells at December 31, 2010 to 57.9 net wells at December 31, 2011.2011 to 106.2 net wells at December 31, 2012.

Total revenues increased 235%109% in 20112012 compared to 2010.2011.  This increase was due to higher production and a $3.1$15.1 million non-cash gain from mark-to-market of derivative instruments.  Average realized prices on a BOEBoe basis (including all realized derivative settlements) were 14%4% higher in 20112012 compared to 2010.2011.  As discussed elsewhere in this report, significant changes in crude oil and natural gas prices can have a material impact on our results of operations and our balance sheet, including the fair value of our derivatives.

Source of Our Revenues

We derive our revenues from the sale of oil, natural gas and NGLs produced from our properties.  Revenues are a function of the volume produced, the prevailing market price at the time of sale, oil quality, Btu content and transportation costs to market.  We use derivative instruments to hedge future sales prices on a substantial, but varying, portion of our oil production.  We expect our derivative activities will help us achieve more predictable cash flows and reduce our exposure to downward price fluctuations.  The use of derivative instruments has in the past, and may in the future, prevent us from realizing the full benefit of upward price movements but also mitigates the effects of declining price movements.  Our average realized price calculations include the effects of the settlement of all derivative contracts regardless of the accounting treatment.
 
 
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Principal Components of Our Cost Structure

·  
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.

·  
Unrealized gain (loss) on derivative instruments.  We utilize commodity derivative financial instruments to reduce our exposure to fluctuations in the price of oil.  This account activity represents the recognition of gains and losses associated with our outstanding derivative contracts as commodity prices and commodity derivative contracts change on contracts that have not been designated for hedge accounting.

·  
Realized gain (loss) on derivative instruments.  This account activity represents our realized gains and losses on the settlement of commodity derivative instruments.

·  
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 and amortization.  Depreciation, depletion and amortization 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 (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.
35
Selected Factors That Affect Our Operating Results

Our revenues, cash flows from operations and future growth depend substantially upon:

·  the timing and success of drilling and production activities by our operating partners;
·  the prices 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
·  the level of our operating expenses.

In addition to the factors that affect companies in our industry generally, the location of our acreage and wells in the Williston Basin subjects our operating results to factors specific to this region.  These factors include the potential adverse impact of weather on drilling, production and transportation activities, particularly during the winter months, and the limitations of the developing infrastructure and transportation capacity in this region.

The price of oil in the Williston Basin can vary depending on the market in which it is sold and the means of transportation used to transport the oil to market.  Light sweet crude from the Williston Basin has a higher value at many major refining centers because of its higher quality relative to heavier and sour grades of oil; however, because of North Dakota’s location relative to traditional oil transport centers, this higher value is generally offset to some extent by higher transportation costs.  While rail transportation has historically been more expensive than pipeline transportation, Williston Basin prices have been high enough to justify shipment by rail to markets as far as St. James, Louisiana, which offers prices benchmarked to Brent/LLS.  Although pipeline, truck and rail capacity in the Williston Basin has historically lagged production in growth, we believe that additional planned infrastructure growth will help keep price discounts from significantly eroding wellhead values in the region.

The price at which our oil production is sold typically reflects a discount to the NYMEX WTI benchmark price.  Thus, our operating results are also affected by changes in the oil price differentials between the NYMEX WTI and the sales prices we receive for our oil production.Higher oil price differentials lowered our oil and gas sales during the first nine months of 2012.  Relatively mild weather in North Dakota allowed production throughout the winter (increasing supply) while some refineries were down for routine maintenance (decreasing demand).  This caused oil price differentials to increase for a short period during the first half of 2012, which have subsequently declined due to various rail projects coming online, refineries completing their seasonal maintenance and the reversal of the Seaway pipeline from Cushing, Oklahoma to the Gulf Coast.  As the rail capacity continues to increase and planned Seaway pipeline expansions are completed, we believe the oil price differentials will return to historical levels.  Our oil price differential to the NYMEX WTI benchmark price during 2012 was $9.79 per barrel, as compared to $6.30 per barrel in 2011.

Another significant factor affecting our operating results is drilling costs.  The cost of drilling wells has increased significantly over the past few years as rising oil prices have triggered increased drilling activity in the Williston Basin. Although individual components of the cost can vary depending on numerous factors such as the length of the horizontal lateral, the number of fracture stimulation stages, and the choice of proppant (sand or ceramic), the total cost of drilling and completing an oil well has increased.  This increase is largely due to longer horizontal laterals and more fracture stimulation stages, but also higher demand for rigs and completion services throughout the region.  In addition, because of the rapid growth in drilling, the availability of well completion services has at times been constrained, resulting at times in a backlog of wells awaiting completion.


36


Market Conditions

Prices for various quantities of oil, natural gas, and NGLs that we produce significantly impact our revenues and cash flows.  Commodity prices have been volatile in recent years.  The following tables list average NYMEX prices for oil and natural gas for the years ended December 31, 2012, 2011 and 2010.

 Year Ended December 31, 
 2012 2011 2010 
Average NYMEX prices(1)
         
Oil (per Bbl) $94.15  $95.11  $79.61 
Natural Gas (per Mcf) $2.83  $4.03  $4.38 
________________________
(1)Based on average of daily closing prices.

Results of Operations for 2012, 2011 and 2010

The following table sets forth selected financial and operating data for the periods indicated.  Production volumes and average sales prices are derived from accrued accounting data for the relevant period indicated.

 Year Ended December 31,  Year Ended December 31, 
 2011  2010  2009  2012  2011  2010 
Net Production:                  
Oil (Bbl)  1,791,979   849,845   274,328   3,465,311   1,791,979   849,845 
Natural Gas (Mcf)  800,207   234,411   47,305 
Natural Gas and NGLs (Mcf)  1,768,872   800,207   234,411 
Total (Boe)(1)
  3,760,123   1,925,347   888,914 
                        
Net Sales:            
Net Sales (in thousands):            
Oil Sales $154,132,404  $58,020,694  $14,977,556  $288,382  $154,133  $58,021 
Natural Gas  5,307,104   1,467,590   194,268 
Natural Gas and NGL Sales  8,256   5,307   1,467 
Loss on Settled Derivatives  (13,407,878)  (469,607)  (624,541)  (391)  (13,408)  (470)
Gain (Loss) on Mark-to-Market of Derivative Instruments
  3,072,229   (14,545,477)  (363,414)  15,147   3,072   (14,545)
Other Revenue
  285,234   85,900   37,630   179   285   86 
Total Revenues  149,389,093   44,559,100   14,221,499   311,573   149,389   44,559 
                        
Average Sales Prices:                        
Oil (per Bbl) $86.01  $68.27  $54.60  $83.22  $86.01  $68.27 
Effect of Loss on Settled Derivatives on Average Price (per Bbl)  (7.48)  (0.55)  (2.28)  (0.11)  (7.48)  (0.55)
Oil Net of Settled Derivatives (per Bbl)  78.53   67.72   52.32   83.11   78.53   67.72 
Natural Gas and other liquids (per Mcf)  6.63   6.26   4.11 
Realized price on a BOE basis including all realized derivative settlements  75.85   66.39   51.55 
Natural Gas and NGLs (per Mcf)  4.67   6.63   6.26 
Realized price on a Boe basis including all realized derivative settlements(2)
  78.79   75.85   66.39 
                        
Operating Expenses:            
Operating Expenses (in thousands):            
Production Expenses $13,043,633  $3,288,482  $754,976  $32,382  $13,044  $3,288 
Production Taxes  14,300,720   5,477,975   1,300,373   28,486   14,301   5,478 
General and Administrative Expense (Including Share Based Compensation)  13,624,892   7,204,442   3,686,330 
General and Administrative Expense (Including Non-Cash Stock Based Compensation)  22,645   13,625   7,204 
Depletion of Oil and Gas Properties  40,815,426   16,884,563   4,250,983   98,427   40,815   16,885 

Results of Operations for 2011, 2010 and 2009
(1)  
Natural gas and NGLs are converted to Boe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of oil and natural gas, which is not necessarily indicative of the relationship of oil and natural gas prices.
(2)  
Realized prices include realized gains and losses on cash settlements for commodity derivatives.


Crude
37
Oil, Natural Gas and NGL Sales, Production and Realized Price Calculations

Our revenues vary from year to year as a result of changes in realized commodity prices and production volumes.  In 2011, crude2012, oil, natural gas and NGL sales increased 86% from 2011, driven primarily by a 95% increase in production and partially aided by a 4% increase in realized prices taking into account the effect of settled derivatives.  In 2011, oil and natural gas sales increased 168% from 2010 driven primarily bydue to a 117% increase in production and partially aided by a 14% increase in realized pricespricing taking into account the effect of settled derivatives.  In 2010, crude oil and natural gas sales increased 292% from 2009 due to a 29% increase in realized prices, and a 215% increase in production.

34


Our production continues to grow through drilling success as we place new wells into production and through additions from acquisitions, partially offset by the natural decline of our crude oil and natural gas sales from existing wells.  For 2012, our production volumes increased 95% as compared to 2011.  For 2011, our production volumes increased 117% as compared to 2010.  For 2010, our production volumes increased 215% as compared to 2009.  The production primarily increased due to the addition of 32.3 48.3 and 16.832.3 net productive wells in 20112012 and 2010,2011, respectively.   Our production for each of the last three years is set forth in the following table:

  Year Ended 
  2011  2010  2009 
Production(1)
         
Crude oil (Bbl)  1,791,979   849,845   274,328 
Natural gas and NGL (Mcf)  800,207   234,411   47,305 
Total (BOE)(2)
  1,925,347   888,914   282,212 
             
Average daily production(1)
            
Crude oil (Bbl)  4,910   2,328   752 
Natural gas and NGL (Mcf)  2,192   642   130 
Total (BOE)(2)
  5,275   2,435   773��
  Year Ended 
  2012  2011  2010 
Production(1)
         
Oil (Bbl)  3,465,311   1,791,979   849,845 
Natural Gas and NGL (Mcf)  1,768,872   800,207   234,411 
Total (Boe)(2)
  3,760,123   1,925,347   888,914 
             
Average Daily Production(1)
            
Oil (Bbl)  9,468   4,910   2,328 
Natural Gas and NGL (Mcf)  4,833   2,192   642 
Total (Boe)(2)
  10,274   5,275   2,435 

(1)  Represents volumes produced.sold.
(2)  Natural gas and NGLs are converted to BOEBoe at the rate of one barrel equals six Mcf based upon the approximate relative energy content of crude oil and natural gas, which is not necessarily indicative of the relationship of crude oil and natural gas prices.

Derivative Instruments

We enter into derivative instruments to manage the price risk attributable to future crude oil production.  For 2011,2012, we incurred a loss on settled derivatives of $13,407,878,$0.4 million, compared to $469,607$13.4 million in 20102011 and $624,541$0.5 million in 2009.2010.  Our average realized price (including all derivative settlements) received during 20112012 was $78.79 per Boe compared to $75.85 per BOE compared toBoe in 2011 and $66.39 per BOEBoe in 2010 and $51.55 per BOE in 2009.2010.  Our average realized price (including all derivative settlements) calculation includes all cash settlements for derivatives.

Mark-to-Market Derivative Gains and Losses

Mark-to-market derivative gains and losses were gains of $3,072,229$15.1 million in 20112012 compared to a $14,545,477$3.1 million gain in 2011 and a $14.5 million loss in 2010 and a $363,414 loss in 2009.  Most of our2010.  Our derivatives are not designated for hedge accounting and are accounted for using the mark-to-market accounting method whereby gains and losses from changes in the fair value of derivative instruments are recognized immediately into earnings.  Mark-to-market accounting treatment creates volatility in our revenues as unrealized gains and losses from derivatives are included in total revenues and are not included in accumulated other comprehensive income in the accompanying balance sheets.  As commodity prices increase or decrease, such changes will have an opposite effect on the mark-to-market value of our derivatives.  Any gains on our derivatives will be offset by lower wellhead revenues in the future or any losses will be offset by higher future wellhead revenues based on the value at the settlement date.  At December 31, 2011,2012, all of our derivative contracts are recorded at their fair value, which was a net liabilityasset of $11,937,971, a decrease$3.3 million, an increase of $4.2$15.2 million from the $16,167,976$11.9 million net liability recorded as of December 31, 2010.2011.  Our open oil derivative contracts are summarized in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk—Commodity Price Risk.”


38


Production Expenses

Production expenses were $13,043,633$32.4 million in 2012 compared to $13.0 million in 2011 compared to $3,288,482and $3.3 million in 2010 and $754,976 in 2009.2010. We experience increases in operating expenses as we add new wells and maintain production from existing properties.  On a per unitan absolute dollar basis, our spending for production expenses per BOE increased from $3.70 per barrel sold in 2010for 2012 was 148% higher when compared to $6.77 in 2011. On2011 due to production levels increasing 95%, as well as higher water hauling and disposal costs and higher servicing expenses.  Production expenses are generally higher during a per unit basis, production expenses per BOE increased from $2.68 per barrel sold in 2009 to $3.70 in 2010. These increases are relatedwell’s first year of operations due to higher operating costs primarily inlevels of servicing activities associated with managing production levels during a well’s steepest period of decline.  Since 44% of our Williston Basin activities. The largest cost driver innet wells have produced for less than twelve months, we believe the high level of servicing activities will decline as our Williston Basin operations is the disposal of water.property base matures.  On an absolute dollar basis, our spending for production expenses for 2011 was 297% higher when compared to 2010 due to production levels increasing 117%, and higher water hauling and disposal costs and workoverservicing expenses.  On an absolute dollara per unit basis, our spending for production expenses forper Boe increased from $6.77 per barrel sold in 2011 to $8.61 in 2012.  On a per unit basis, production expenses per Boe increased from $3.70 per barrel sold in 2010 was higher when compared to 2009 due to production levels increasing 215% and higher water hauling and disposal expenses.$6.77 in 2011.

35
Production Taxes

We pay production taxes based on realized crude oil and natural gas sales.  These costs were $14,300,720$28.5 million in 2012 compared to $14.3 million in 2011 compared to $5,477,975and $5.5 million in 20102010.  Our average production tax rates were 9.6%, 9.0% and $1,300,3739.2% in 2009.  Our production taxes were 9.0%, 9.2%2012, 2011 and 8.6% in 2011, 2010, and 2009, respectively.  The 20112012 average production tax rate was lowerhigher than the 20102011 average due to well additions that qualified for reduced rates/or tax exemptions during 2011.  Certain portions of our production occurs in Montana and North Dakota jurisdictions that have lower initial tax rates for an established period of time or until an established threshold of production is exceeded, after which the tax rates are increased to the standard tax rate.  The 20102011 average production tax rate was higherlower than the 20092010 average due to the increased weighting of North Dakota oil revenues in 2010.well additions that qualified for reduced rates for tax exemptions during 2011.  The majority of our production is located in North Dakota which imposes a standard 11.5% tax on our production revenues except for where properties qualify for reduced rates.

General and Administrative Expense

General and administrative expense was $13,624,892$22.6 million for 2012 compared to $13.6 million for 2011 and $7.2 million in 2010.  The 2012 increase of $9.0 million when compared to $7,204,442 for 20102011 is due to higher base salaries, cash bonuses and $3,686,330benefits ($1.7 million), increased share based compensation expense ($1.9 million), increased travel expenses ($0.2 million) and partially offset by lower office and other administrative expenses ($0.3 million).  Additionally, 2012 general and administrative expenses include $5.5 million of severance charges in 2009.connection with the departures of our former president and former chief operating officer.  Our personnel costs continue to increase as we invest in our technical teams and other staffing to support our growth.  Share based compensation expense represents the amortization of restricted stock grants granted to our employees and directors as part of compensation as well as fully vested share grants to employees and directors throughout the year.  The 2011 increase of $6.4 million when compared to 2010 is due to higher base salaries and benefits ($0.9 million), increased share based compensation expense ($2.6 million), higher legal and professional expenses ($1.3 million), increased travel expenses ($0.5 million) and higher office and other administrative expenses due to the addition of adding more employees ($1.1 million).  As a result of our growth, the number of employees increased by 122% in 2011 as compared to 2010 to provide additional staffing in the legal, finance and land departments.  The 2010 increase of $3.5 million when compared to 2009 is due to higher base salaries and benefits ($0.4 million), increased share based compensation expense ($2.3 million),   increased travel expenses ($0.4 million) and higher office and other administrative expenses ($0.4 million).  Our personnel costs continue to increase as we invest in our technical teams and other staffing to support our growth.  Share based compensation expense represents the amortization of restricted stock grants granted to our employees and directors as part of compensation as well as fully vested share grants to employees and directors throughout the year.

Depletion, Depreciation and Amortization

Depletion, depreciation and amortization (“DD&A”) was $41,169,618$98.9 million in 2012 compared to $41.2 million in 2011 compared to $17,082,913and $17.1 million in 2010 and $4,350,859 in 2009.2010.  Depletion expense, the largest component of DD&A, was $26.18 per Boe in 2012 compared to $21.20 per BOEBoe in 2011 compared toand $18.99 per BOEBoe in 2010 and $15.06 per BOE in 2009.  Our depletion expense is based on the capitalized costs related to properties having proved reserves, plus the estimated future development costs and asset retirement costs which are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves determined by independent petroleum engineers.  2010.  We have historically adjusted our depletion rates in the fourth quarter of each year based on the year end reserve report and other times during the year when circumstances indicate there has been a significant change in reserves or costs. The aggregate increase in depletion expense for 20112012 compared to 20102011 was driven by a 117%95% increase in production.  Additionally, depletion rates rose in 20112012 due to an increase in our future development cost estimates to reflect the changes in well completion methodologies (e.g. more stimulation costs per well due to longer lateral extensions). and increased production expenses.  Depletion rates in new plays tend to be higher in the beginning as increased initial outlays are amortized over proved reserves based on early stages of evaluations.  As these plays mature, new technologies, well completion methodologies and additional historical operating information impact the reserve evaluations.  The increase in depletion expense for 20102011 compared to 20092010 was driven by a 215%117% increase in production.  Depreciation, amortization and accretion was $354,192$0.5 million in 2012 compared to $0.4 million in 2011 compared to $198,350and $0.2 million in 2010 and $99,876 in 2009.2010.  The following table summarizes DD&A expense per BOEBoe for 2012, 2011 2010 and 2009:
2010:

 Year Ended December 31, Year Ended December 31, 
 2011 2010 Change  Change 2010 2009 Change Change 
Depletion $21.20  $18.99  $2.21   12% $18.99  $15.06  $3.93   26%
Depreciation, amortization, and accretion  0.18   0.23   (0.05)  (22%)  0.23   0.35   (0.12)  (34)%
Total DD&A expense $21.38  $19.22  $2.16   11% $19.22  $15.42  $3.80   25%


 
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 Year Ended December 31, Year Ended December 31, 
 2012 2011 Change  Change 2011 2010 Change Change 
Depletion $26.18  $21.20  $4.98   23% $21.20  $18.99  $2.21   12%
Depreciation, amortization, and accretion  0.13   0.18   (0.05)  (28)%  0.18   0.23   (0.05)  (22)%
Total DD&A expense $26.31  $21.38  $4.93   23% $21.38  $19.22  $2.16   11%

Interest Expense

Interest expense was $585,982$13.9 million for 2012 compared to $0.6 million in 2011.  Interest expense was $0.6 million for 2011 compared to $583,376$0.6 million in 2010.  Interest expense was $583,376 for 2010 compared to $535,094 in 2009.In May 2012, we issued $300 million of 8% senior unsecured notes.  The increasesincrease in interest expense between periods werefor 2012 as compared to 2011 was primarily due to different weighted average debt amounts outstanding between years.years, as well as the higher interest rate applicable to the senior notes.

Interest Income

Interest income was $567,452$1,000 for 20112012 compared to $472,912$0.6 million in 2010.2011.  Interest income for 2011 increased $94,5402012 decreased $0.6 million as compared to 20102011 because of higherlower levels of cash and short term investments.  TheIn 2011, the higher amount of cash and short term investments resulted from the sale of common stock in November 2010.  Interest income was $472,912$0.6 million for 20102011 compared to $191,985$0.5 million in 2009.2010.  Interest income for 20102011 increased $280,927$0.1 million as compared to 20092010 due to higher levels of cash and short term investments that resulted from the sale of common stock.

Income Tax Provision

The provision for income taxes was $26,835,300$43.0 million in 2012 compared to $26.8 million in 2011 compared to $4,419,000and $4.4 million in 2010 and $1,466,000 in 2009.2010.  The effective tax rate in 2012 was 37.3% compared to an effective tax rate of 39.8% in 2011.  The effective tax rate was different than the statutory rate of 35% primarily due to state tax rates.  The 2011 effective tax rate was 39.8% compared to an effective tax rate in 2010 of 39.0% in 2010..  Due to higher pre-tax income levels, the Companywe increased itsour federal statutory rate from 34% to 35% in 2011.  The effective tax rate was different than the statutory rate of 35% primarily due to state tax rates of 3.6% and 4.6% in 2011 and 2010, respectively.  The 2010 effective tax rate was 39.0% compared to an effective tax rate in 2009 of 34.4%.  The effective tax rate was different than the statutory rate of 34% primarily due to state tax rates of 4.6% and 6.9% in 2010 and 2009, respectively.  We expect our effective tax rate to be approximately 38–39% for 2012.
rates.

Net Income

Net income was $40,611,492$72.3 million in 2012 compared to $40.6 million in 2011 compared to $6,917,300and $6.9 million in 2010 and $2,798,952 in 2009.2010.  The increases in net income were driven by higher production levels and higher average sales prices received during each successive period.  Partially offsetting the higher oil and gas revenues were increased production expense, production taxes, general and administrative expenses, and depletion expenses, and interest expense in each of the respective periods as described above.  Higher net income levels increased diluted net income per common share to $1.15, $0.65 and $0.14 in 2012, 2011 and $0.08 in 2011, 2010, and 2009, respectively.

Non-GAAP Financial Measures

Pre-tax PV10% value may be considered a non-GAAP financial measureWe define Adjusted Net Income as defined bynet income excluding (i) unrealized gain (loss) on derivative instruments, net of tax and (ii) severance expenses in connection with the SECdepartures of our former president and is derived fromformer chief operating officer, net of tax.  Our Adjusted Net Income for the standardized measure of discounted future net cash flows, which is the most directly comparable standardized financial measure.  Pre-tax PV10% value is computed on the same basis as the standardized measure of discounted future net cash flows but without deducting future income taxes.  As ofyear ended December 31, 2011, our discounted future income taxes were $262.6 2012, was $66.2 million and our standardized measure of after-tax discounted future net cash flows was $838.7 million.  We believe pre-tax PV10% value is a useful measure for investors for evaluating the relative monetary significance of our crude oil and natural gas properties.  We further believe investors may utilize pre-tax PV10% value(representing approximately $1.05 per diluted share), as a basis for comparison of the relative size and value of our reservescompared to other companies because many factors that are unique to each individual company impact the amount of future income taxes to be paid.  Our management uses this measure when assessing the potential return on investment related to our crude oil and natural gas properties and acquisitions.  However, pre-tax PV10% value is not a substitute for the standardized measure of discounted future net cash flows.  Our pre-tax PV10% value and the standardized measure of discounted future net cash flows do not purport to present the fair value of our crude oil and natural gas reserves.

Our non-GAAP net income, which excludes unrealized mark-to-market derivative gains and losses net of tax,$38.8 million (representing approximately $0.62 per diluted share) for the year ended December 31, 2011, was $38,762,263 (representing approximately $0.62 per diluted share) as compared to our non-GAAP net income, which excludes unrealized mark-to-market hedging gains and losses net of tax of $15,813,777$15.8 million (representing approximately $0.31 per diluted share) for the year ended December 31, 2010.  The increaseThese increases in non-GAAP net income isAdjusted Net Income are primarily due to our continued addition of crude oil and natural gas production from new wells and higher realized commodity prices in 2012 compared to 2011 and in 2011 compared to 2010.

 
 
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We define Adjusted EBITDA as net income before (i) interest expense, (ii) income taxes, (iii) depreciation, depletion, amortization, and amortization,accretion, (iv) accretion of discount on asset retirement obligations, (v)unrealized gain (loss) on mark-to-market of derivative instruments and (vii)(v) non-cash expenses relating to share based payments recognized under ASC Topic 718.compensation expense.  Adjusted EBITDA for the year ended December 31, 20112012 was $112,294,487,$225.3 million, compared to Adjusted EBITDA of $47,114,199$112.3 million for the year ended December 31, 2011 and $47.1 million for the year ended December 31, 2010.  The increaseThese increases in Adjusted EBITDA isare primarily due to our continued addition of crude oil and natural gas production from new wells and higher realized commodity prices in 2012 compared to 2011 and in 2011 compared to 2010.

We believe the use of these non-GAAP financial measures provides useful information to investors to gain an overall understanding of our current financial performance.  Specifically, we believe the non-GAAP financial measures included herein provide useful information to both management and investors by excluding certain expenses and unrealized commodity gains and losses that our management believes are not indicative of our core operating results.  In addition, these non-GAAP financial measures are used by management for budgeting and forecasting as well as subsequently measuring our performance, and we believe that we are providing investors with financial measures that most closely align to our internal measurement processes.  We consider these non-GAAP measures to be useful in evaluating our core operating results as they more closely reflect our essential revenue generating activities and direct operating expenses (resulting in cash expenditures) needed to perform these revenue generating activities.  Our management also believes, based on feedback provided by the investment community, that the non-GAAP financial measures are necessary to allow the investment community to construct its valuation models to better compare our results with our competitors and market sector.

The non-GAAP financial information is presented using consistent methodology from year to year.  These measures should be considered in addition to results prepared in accordance with GAAP.  In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles.  We believe that non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP financial measures.

Adjusted Net income excluding unrealized mark-to-market derivative gains and losses and Adjusted EBITDA are non-GAAP measures.  A reconciliation of these measures to GAAP is included below:


 
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NORTHERN OIL AND GAS, INC.
Reconciliation of GAAP Net Income to Adjusted Net Income
(UNAUDITED)

  Year Ended December 31 
  2012  2011  2010 
  (in thousands, except share and per common share data) 
          
Net Income $72,285  $40,611  $6,917 
Add:            
Unrealized (Gain) Loss on Derivative Instruments, Net of Tax (a)  (9,497)  (1,849)  8,896 
Severance Expense, Net of Tax (b)  3,425   -   - 
Adjusted Net Income $66,213  $38,762  $15,813 
             
Weighted Average Shares Outstanding – Basic  62,485,836   61,789,289   50,387,203 
Weighted Average Shares Outstanding – Diluted  62,869,079   62,195,340   50,778,245 
             
Net Income Per Common Share – Basic $1.16  $0.66  $0.14 
Add:            
Change due to Unrealized (Gain) Loss on Derivative Instruments, Net of Tax  (0.15)  (0.03)  0.17 
Change due to Severance Expense, Net of Tax  0.05   -   - 
Adjusted Net Income Per Common Share – Basic $1.06  $0.63  $0.31 
             
Net Income Per Common Share – Diluted $1.15  $0.65  $0.14 
Add:            
Change due to Unrealized (Gain) Loss on Derivative Instruments, Net of Tax  (0.15)  (0.03)  0.17 
Change due to Severance Expense, Net of Tax  0.05   -   - 
Adjusted Net Income Per Common Share – Diluted $1.05  $0.62  $0.31 
(a)  Adjusted to reflect related tax benefit (expense) of ($5.6 million), ($1.2 million) and $5.7 million for the years ended December 31, 2012, 2011 and 2010 respectively.
(b)  Reflects severance expense recognized in connection with the departures during 2012 of our former president and former chief operating officer.  Adjusted to reflect related tax benefit of $2.0 million, for the year ended December 31, 2012.

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Northern Oil and Gas, Inc.
Reconciliation of GAAP Net Income to Non-GAAP Net Income ExcludingAdjusted EBITDA
Unrealized Mark-to-Market Derivative Gains and Losses(UNAUDITED)
  Year Ended December 31, 
  2012  2011  2010 
  (in thousands) 
          
Net Income $72,285  $40,611  $6,917 
Add Back:            
Interest Expense  13,875   586   583 
Income Tax Provision  43,002   26,835   4,419 
Depreciation, Depletion, Amortization and Accretion  98,923   41,170   17,083 
Non-Cash Share Based Compensation  12,382   6,164   3,566 
Unrealized (Gain) Loss on Derivative Instruments  (15,147)  (3,072)  14,546 
          Adjusted EBITDA $225,320  $112,294  $47,114 

  Year Ended December 31, 
  2011  2010  2009 
 Net Income $40,611,492  $6,917,300  $2,798,952 
 (Gain) Loss on Mark-to-Market of Derivative Instruments  (3,072,229)  14,545,477   363,414 
 Tax Impact  1,223,000   (5,649,000)  (140,000)
 Net Income without the Effect of Certain Items $38,762,263  $15,813,777  $3,022,366 
 Net Income Per Common Share - Basic $0.63  $0.31  $0.08 
 Net Income Per Common Share - Diluted $0.62  $0.31  $0.08 
 Weighted Average Shares Outstanding – Basic  61,789,289   50,387,203   36,705,267 
 Weighted Average Shares Outstanding - Diluted  62,195,340   50,778,245   36,877,070 
 Net Income Per Common Share - Basic $0.66  $0.14  $0.08 
Change due to Mark-to-Market of Derivative Instruments  (0.05)  0.28   - 
 Change due to Tax Impact  0.02   (0.11)  - 
 Net Income without Effect of Certain Items Per Common Share - Basic $0.63  $0.31  $0.08 
 Net Income Per Common Share - Diluted $0.65  $0.14  $0.08 
Change due to Mark-to-Market of Derivative Instruments  (0.05)  0.28   - 
 Change due to Tax Impact  0.02   (0.11)  - 
 Net Income without Effect of Certain Items Per Common Share - Diluted $0.62  $0.31  $0.08 


Northern Oil and Gas, Inc.
Reconciliation of Adjusted EBITDA

  Year Ended December 31, 
  2011  2010  2009 
Net Income $40,611,492  $6,917,300  $2,798,952 
Add Back:            
Income Tax Provision  26,835,300   4,419,000   1,466,000 
Depreciation, Depletion,            
Amortization and Accretion  41,169,618   17,082,913   4,350,859 
Share Based Compensation  6,164,324   3,566,133   1,233,507 
(Gain) Loss on Mark-to-Market Derivative Instruments  (3,072,229)  14,545,477   363,414 
Interest Expense  585,982   583,376   535,094 
          Adjusted EBITDA $112,294,487  $47,114,199  $10,747,826 


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20122013 Operation Plan

We expect our total 2013 capital expenditure budget to spend $325range between $420 million and $440 million. Our 2013 budget anticipates we will participate in 2012 with associatedthe drilling capital expenditures.  The 2012and completion of approximately 44 net wells are expected to target bothtargeting the Bakken and Three Forks formations.  Drilling capital expenditures on a per well basis are expected to increase in 2012 due to the continued success of longer laterals and additional fracture stimulation stages.  We currently expect to drill wells during 2012 athave an average completed cost of $6.5$8.4 million to $7.5$8.8 million per well, which representsassumes a 10% to 15% increasedecrease in drilling costs for 20122013 compared to 2011.2012.  Based on evolving conditions in the field, we expect to continue to evaluate further strategic acreage acquisitions during 2012.  Additionally, we expect to spend approximately $60 million to $80$20 million on acreage capital expenditures during 2012.  Northern has2013.  In addition, we estimate that we will spend approximately $30 million on other capital expenditure activities, primarily capitalized workover expenses.  We have the ability to adjust capital expenditures by reducing the number of projects we elect to participate in.  We currently expect to fund all 20122013 commitments using a combination of cash-on-hand, cash flow generated by operations, bank borrowings and potential debt financings.
Our future financial results will depend primarily on: (i) the ability to continue to source and screen potential projects; (ii) the ability to discover commercial quantities of crude oil and natural gas; (iii) the market price for crude oil and natural gas; and (iv) the ability to fully implement our exploration and development program, which is dependent on the availability of capital resources.  There can be no assurance that we will be successful in any of these respects, that the prices of crude oil and natural gas prevailing at the time of production will be at a level allowing for profitable production, or that we will be able to obtain additional funding if necessary.
As of February 15, 2012, we controlled the rights to mineral leases covering approximately 170,000 net acres prospective for the Bakken and Three Forks.  In the first quarter of 2012 through February 15, 2012, we acquired approximately 2,900 net acres at an average price of $2,029 per acre.  Our goal is to continue to explore for and develop hydrocarbons within the mineral leases we control as well as continue to expand our acreage position should opportunities present themselves.  To accomplish our objectives we must achieve the following:
▪  Continue to develop our substantial inventory of high quality core Bakken acreage with results consistent with those to-date;
▪  Retain and attract talented personnel;
▪  Continue to be a low-cost producer of hydrocarbons;
▪  Actively manage our cost structure and focus on accretive acquisitions; and
▪  Continue to manage our financial obligations to access the appropriate capital needed to develop our position of primarily undrilled acreage.

Liquidity and Capital Resources

OurOverview

Historically, our main sources of liquidity and capital resources arehave been internally generated cash flow from operations, a credit facility borrowings and accessissuances of equity.  We generally maintain low cash and cash equivalent balances because we use cash from operations to the debt and equity capital markets.fund our development activities or reduce our bank debt.   We continue to take steps to ensure adequate capital resources and liquidity to fund our capital expenditure program.  In February 2012, we amended and restated the future,credit agreement governing our revolving credit facility (the “Revolving Credit Facility”) to increase the maximum facility size to $750 million, subject to a borrowing base that is currently $350 million.  In May 2012, we anticipateissued $300 million aggregate principal amount of 8.000% senior unsecured notes (the “Notes”) due June 1, 2020.  The issuance of these Notes resulted in net proceeds to us of approximately $291.2 million, which are in use to fund our exploration, development and acquisition program and for general corporate purposes (including repayment of borrowings that were outstanding under the Revolving Credit Facility at the time the Notes were issued).

With our Revolving Credit Facility and our anticipated cash reserves and cash from operations, we believe that we will be ablehave sufficient cash flow and liquidity to providefund our budgeted capital expenditures and operating expenses for at least the necessary liquidity by the revenues generatednext twelve months. Any significant acquisition of additional properties or significant increase in drilling activity may require us to seek additional capital. We may also choose to seek additional financing from the sales ofcapital markets rather than utilize our crude oil and natural gas reserves in our existing properties, credit facility borrowings and potential equity or debt issuances.  However there is no guarantee theRevolving Credit Facility to fund such activities. We cannot assure you, however, that any additional capital markets will be available to us on favorable terms or at all.
Our opinions concerning liquidity and our ability to avail ourselves in the future of the financing options mentioned in the above forward-looking statements are based on currently available information. If this information proves to be inaccurate, future availability of financing may be adversely affected. Factors that affect the availability of financing include our performance, crude oil and natural gas prices, the value of our reserves, the state of the worldwide debt and equity markets, investor perceptions and expectations of past and future performance, the global financial climate and, in particular, with respect to borrowings, the level of our working capital or outstanding debt and credit ratings by rating agencies.
 
 
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Overview

At December 31, 2011,2012, our debt to total capitalization ratio was 12%42%, we had $424 million of total debt outstanding, $586.2 million of stockholders’ equity, and $13.4 million of cash on hand.  Additionally, at December 31, 2012, there was $226 million of availability under our Revolving Credit Facility.  At December 31, 2011, we had $69.9 million of debt outstanding, $496.6 million of stockholders’ equity, and $6.3 million of cash on hand.  At December 31, 2010, we had no debt, $435.4 million of stockholders’ equity, $152.1 million of cash on hand and $39.7 million in short-term investments.  In 2011, we generated $85.1 million of cash provided by operating activities, an increase of $11.8 million from 2010.  Cash provided by operating activities increased primarily due to increased investment in oil and gas properties (32.3 net wells added in 2011), higher crude oil production volumes and higher average sales prices for both crude oil and natural gas in 2011.  These positive factors were partially offset by increased production expenses, production taxes and general and administrative expenses during 2011 as compared to 2010.  Cash flows from operating activities and advances under our revolving credit facility were used to partially fund approximately $300 million of drilling and development expenditures and $80 million of acreage acquisition expenditures in 2011.

Cash FlowFlows

Cash flows from operations are primarily affected by production volumes and commodity prices, net of the effects of settlements of our derivatives.  Our cash flows from operations also are impacted by changes in working capital.  We generally maintain low cash and cash equivalent balances because we use available funds to fund our development activities or reduce our bank debt.  Short-term liquidity needs are satisfied by borrowings under our revolving credit facility.  We generally use derivatives to economically hedge a significant, but varying portion of our anticipated future oil production for the next 12 to 2436 months.  Any payments due to counterparties under our derivative contracts are funded by proceeds received from the sale of our production.  Production receipts, however, lag payments to the counterparties.  Any interim cash needs are funded by cash from operations or borrowings under the revolving credit facility.  As of December 31, 2011,2012, we had entered into derivative agreements covering 1.43.1 million barrels for 20122013 and 0.92.4 million barrels for 2013.2014, with average floor prices of $90.58 and $91.49, respectively.  For additional information on the impact of changing prices on our financial position, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.”

Our cash flows for the years ended December 31, 2012, 2011 2010 and 20092010 are presented below:

 Year Ended December 31,  Year Ended December 31, 
 2011 2010 2009  2012  2011  2010 
 (In thousands)  (in thousands) 
Net cash provided by operating activities $85,150 $73,307 $9,813  $198,527  $85,150  $73,307 
Net cash used in investing activities (300,868) (207,894) (71,849)  (532,172)  (300,868)  (207,894)
Net cash provided by financing activities  69,887  280,464  67,489   340,754   69,887   280,464 
Net change in cash $(145,831) $145,877 $5,453  $7,108  $(145,831) $145,877 


Cash flows provided by operating activities

Net cash provided by operating activities was $198.5 million, $85.1 million $73.3 million and $9.8$73.3 million for the years ended December 31, 2012, 2011 2010 and 2009,2010, respectively.  The increase in cash flows provided by operating activities for the year ended December 31, 20112012 as compared to 20102011 was primarily the result of an increase in crude oil and natural gas production of 117%95%.  In addition, at December 31, 2010, we had a working capital surplus of $173.4 million which was primarily attributable to higher cash and short-term investments balances as a result of the proceeds from the sale of common stock.  Cash flows provided by operating activities during the year ended December 31, 20102011 increased compared to 20092010 primarily as a result of an increase in crude oil and natural gas production of 215%117%.

Cash flows used in investing activities
 
We had cash flows used in investing activities of $532.2 million, $300.9 million $207.9 million and $71.8$207.9 million during the years ended December 31, 2012, 2011 2010 and 2009,2010, respectively, primarily as a result of our capital expenditures for drilling, development and acquisition costs.  Oil and gas expenditure spending increased from $341.4 million in 2011 to $532.0 million in 2012, a 56% increase that was driven by a 50% increase in the number of net producing well additions in 2012 as compared to 2011.  In 2012, our net producing well additions totaled 48.3 as compared to 32.3 in 2011.  The 2012 oil and gas expenditures include approximately $190.4 million for wells spud prior to 2012.  The spending on wells spud prior to 2012 related to wells awaiting completion at December 31, 2011, as well as completion spending for wells placed into production prior to 2012.  The $93.0 million increase in cash used in investing activities for the year ended December 31, 2011 compared to 2010 of $93.0 million was attributable to our acquisitions of properties in the Williston Basin, as well as increased levels of development of our properties.  DuringOil and gas expenditure spending increased from $180.4 million in 2010 to $341.4 million in 2011, we increased our 2011an 89% increase that was driven by a 90% increase in the number of net producing well countadditions in 2012 as compared to our 2010 net well count by 123%.2011.  In 2011, we addedour net producing well additions totaled 32.3 net wellsas compared to reach 57.9 net wells at year end.16.8 in 2010.  As a result of the increased development activities, the Companyin 2011 we sold $39.7$40.2 million of short-term investments to fund the 2011 drilling, development and acquisition costs.  The $136.0 million increase in cash used in investing activities for the year ended December 31, 2010 compared to December 31, 2009 was attributable to drilling, development and acquisition costs.  During 2010, we increased our 2010 net well count as compared to our 2009 net well count by 183%.  In 2010, we added 16.8 net wells to reach 26.0 net wells at the end of 2010.  Also, in 2010 we increased our short-term investments by $14.8 million as we temporarily re-invested proceeds from the sale of common stock.

 
 
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Cash flows provided by financing activities
 
Net cash provided by financing activities was $340.8 million, $69.9 million $280.5 million and $67.5$280.5 million for the years ended December 31, 2012, 2011 2010 and 2009,2010, respectively.  For the year ended December 31, 2011,2012, we received $69.9$354.1 million in net advances under our revolving credit facility and senior notes that were used to fund drilling, development and acquisition costs.  For the years ended December 31, 20102011 and 2009,2010, cash increased through financing activities was primarily provided by net proceeds from the sale of common stock.

Revolving Credit Facility
As of December 31, 2011, we maintained a $500 million revolving credit facility that is secured by substantially all of our assets with a maturity of May 26, 2014.  We had $69.9 million of borrowings under this credit facility at December 31, 2011.  At December 31, 2011, we had a borrowing base of $150 million, subject to a $120 million aggregate maximum credit amount that provided $50.1 million of additional borrowing capacity under this facility.  For additional information, see Note 5 in our notes to the financial statements.

OnIn February 28, 2012, we entered into an amended and restated revolving credit facility,agreement governing our Revolving Credit Facility, which replaced our previous revolving credit facility.  The new facility, secured by substantially all of our assets, provides for an initial commitment equal to the lesser of the facility amount or the borrowing base.  At closing,December 31, 2012, the maximum facility amount was $750 million and provided forthe borrowing base was $350 million.  Our bank group is comprised of a $250group of commercial banks, with no single bank holding more than 12% of the total facility.  Under the terms of the Revolving Credit Facility, we are limited to $500 million of permitted additional indebtedness, as defined in the credit agreement.  The borrowing base.base is reduced by 25% of the stated amount of the permitted additional indebtedness.  The new credit facility$300 million in Notes (as described below) is “permitted additional indebtedness” as defined in the Revolving Credit Facility.  The Revolving Credit Facility provides for a borrowing base subject to redetermination semi-annually each April and October and for event-driven unscheduled redeterminations.  The new bank group is comprised of a group of commercial banks, with no single bank holding more than 25% of the total facility.  As of February 28,December 31, 2012, thewe had $124 million in outstanding balanceborrowings under the credit facility was $147.5 millionour Revolving Credit Facility, leaving $102.5$226 million of borrowing capacity available to us.  The Revolving Credit Facility will expire and all outstanding borrowings under the facility.  The loan maturesit will mature on January 1, 2017.  Borrowings under the bank facilityRevolving Credit Facility can either be at the Alternate Base Rate (as defined) plus a spread ranging from 0.75% to 1.75% or LIBOR borrowings at the Adjusted LIBOR Rate (as defined) plus a spread ranging from 1.75% to 2.75%.  The applicable spread is dependent upon borrowings relative to the borrowing base.  We may elect, from time to time, to convert all or any part of our LIBOR loans to base rate loans or to convert all or any of the base rate loans to LIBOR loans.  A commitment fee is paid on the undrawn balance based on an annual rate of either 0.375% or 0.50%, depending on outstanding borrowings relative to 0.50%.  At closing, the commitment fee was 0.50% and the interest rate margin was 2.25% on our LIBOR loans and 1.25% on our base rate loans.borrowing base.  The facility containsRevolving Credit Facility is subject to negative covenants that limit our ability, among other things, to pay cash dividends, incur additional indebtedness, sell assets, enter into certain hedging contracts, change the nature of our business or operations, merge, consolidate, or make certain types of investments.  In addition, we are required to maintain a ratio of debt to EBITDAX (as defined in the credit agreement) of no greater than 4.0 to 1.0, a current ratio (as defined in the credit agreement) of no less than 1.0 to 1.0 and a ratio of EBITDAX to interest expense of no less than 3.0 to 1.0.  We were in compliance with our covenants under the credit facilityRevolving Credit Facility at December 31, 2011.2012.

8.000% Senior Notes due 2020

On May 18, 2012, we issued $300 million aggregate principal amount of 8.000% senior unsecured notes due June 1, 2020 (the “Notes”). Interest is payable on the Notes semi-annually in arrears on each June 1 and December 1, commencing December 1, 2012.  The issuance of these Notes resulted in net proceeds to us of approximately $291.2 million, which are in use to fund our exploration, development and acquisition program and for general corporate purposes (including repayment of borrowings that were outstanding under our Revolving Credit Facility at the time the Notes were issued).
At any time prior to June 1, 2015, we may redeem up to 35% of the Notes at a redemption price of 108% of the principal amount, plus accrued and unpaid interest to the redemption date, with the proceeds of certain equity offerings so long as the redemption occurs within 180 days of completing such equity offering and at least 65% of the aggregate principal amount of the Notes remains outstanding after such redemption.  Prior to June 1, 2016, we may redeem some or all of the Notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium and accrued and unpaid interest to the redemption date.  On and after June 1, 2016, we may redeem some or all of the Notes at redemption prices (expressed as percentages of principal amount) equal to 104% for the twelve-month period beginning on June 1, 2016, 102% for the twelve-month period beginning June 1, 2017 and 100% beginning on June1, 2018, plus accrued and unpaid interest to the redemption date.

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On May 18, 2012, in connection with the issuance of the Notes, we entered into an Indenture (the “Indenture”), with Wilmington Trust, National Association, as trustee (the “Trustee”).

The Indenture restricts our ability to: (i) incur additional debt or enter into sale and leaseback transactions; (ii) pay distributions on, redeem or repurchase, equity interests; (iii) make certain investments; (iv) incur liens; (v) enter into transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer and sell assets.  These covenants are subject to a number of important exceptions and qualifications.  If at any time when the Notes are rated investment grade by both Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is continuing, many of such covenants will terminate and we and any of our subsidiaries will cease to be subject to such covenants.

The Indenture contains customary events of default, including:
·  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.

Capital Requirements

Our primary needs for cash are for exploration, development and acquisition of crude oil and natural gas properties and payment of interest on outstanding indebtedness.  During 2011,2012, our acquisition and development expenditures included approximately $300$485 million of capital was incurred on drilling, projects.completion and capitalized workover costs, $8.5 million of capitalized internal costs and $5.9 million of capitalized interest.  Also in 2011,2012, approximately $80$37 million was expended on acreage acquisitions and other acreage related costs located in the Williston Basin.  Our 20112012 capital program was funded by cash on hand, net cash flow from operations and borrowings under our credit facility.Revolving Credit Facility and the Notes.  Our capital expenditure budget for 20122013 is currently set at $325 million, excluding acquisitions. discussed above under the heading “2013 Operation Plan.”

Development and acquisition activities are highly discretionary, and, for the near term, we expect such activities to be maintained at levels equal towe can fund through internal cash flow and borrowing under our revolving credit facility.Revolving Credit Facility.  To the extent capital requirements exceed internal cash flow and borrowing capacity under our revolving credit facility,Revolving Credit Facility, debt or equity may be issued to fund these requirements.  We monitor our capital expenditures on a regular basis, adjusting the amount up or down and also between our projects, depending on commodity prices, cash flow and projected returns.  Also, our obligations may change due to acquisitions, divestitures and continued growth.  WeOur future success in growing proved reserves and production may be dependent on our ability to access outside sources of capital.  If internally generated cash flow and borrowing capacity is not available under our Revolving Credit Facility, we may issue additional shares of stock, subordinated notes or other debt securities to fund capital expenditures, acquisitions, extend maturities or to repay debt.

 
 
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The forward-looking statements about our capital budget are based on current expectations, estimates and projections and are not guarantees of future performance. Actual results may differ materially from these expectations, estimates and projections and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Some factors that could cause actual results to differ materially include prices of and demand for crude oil and natural gas, actions of competitors, disruptions or interruptions of our production and unforeseen hazards such as weather conditions, acts of war or terrorists acts and the government or military response, and other operating and economic considerations.

Satisfaction of Our Cash Obligations for the Next 12 Months

With the addition of our amended and restated credit facility in February 2012Revolving Credit Facility and our cash flows from operations, we believe we have sufficient capital to meet our drilling commitments and expected general and administrative expenses for the next twelve months.  Nonetheless, any strategic acquisition of assets or increase in drilling activity may require us to seek additional capital.  We may also choose to seek additional capital rather than utilize our credit facility or other debt instruments to fund accelerated or continued drilling at the discretion of management and depending on prevailing market conditions.  We will evaluate any potential opportunities for acquisitions as they arise.  However, there can be no assurance that any additional capital will be available to us on favorable terms or at all.

Over the next 24 months it is possible that our existing capital, our revolving credit facilityRevolving Credit Facility and anticipated funds from operations may not be sufficient to sustain continued acreage acquisitions and drilling activities.  Consequently, we may seek additional capital in the future to fund growth and expansion through additional equitydebt or debtequity financing or credit facilities.  No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity.  In either case, the financing could have a negative impact on our financial condition and our shareholders.

Though we achieved profitability in 2008 and remained profitable throughout 2009, 2010 and 2011, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of operations, particularly companies in the crude oil and natural gas exploration industry.  Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth.  To address these risks we must, among other things, implement and successfully execute our business strategy, continue to develop and upgrade our technology, respond to competitive developments, and attract, retain and motivate qualified personnel.  There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Effects of Inflation and Pricing

The crude oil and natural gas industry is very cyclical and the demand for goods and services of crude oil field companies, suppliers and others associated with the industry put extreme pressure on the economic stability and pricing structure within the industry.  Typically, as prices for crude oil and natural gas increase, so do all associated costs.  Conversely, in a period of declining prices, associated cost declines are likely to lag and may not adjust downward in proportion.  Material changes in prices also impact our current revenue stream, estimates of future reserves, borrowing base calculations of bank loans, impairment assessments of crude oil and natural gas properties, and values of properties in purchase and sale transactions.  Material changes in prices can impact the value of crude oil and natural gas companies and their ability to raise capital, borrow money and retain personnel.  While we do not currently expect business costs to materially increase, higher prices for crude oil and natural gas could result in increases in the costs of materials, services and personnel.


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Contractual Obligations and Commitments

The following table summarizes our obligations and commitments at December 31, 20112012 to make future payments under certain contracts, aggregated by category of contractual obligation, for specified time periods:

 Payment due by Period  Payment due by Period 
Contractual Obligations Less than 1 year  1-3 years  3-5 years  More than 5 years  Total  Less than 1 year  1-3 years  3-5 years  More than 5 years  Total 
Office Lease(1)
 $230,000  $652,000  $-  $-  $882,000  $245,000  $419,000  $-  $-  $664,000 
Automobile Leases(2)
  63,000   48,000   -   -   111,000   20,000   9,000   -   -   29,000 
Derivative Liability(3)
  9,363,000   2,575,000   -   -   11,938,000 
Long Term Debt(4)
  -   69,900,000   -   -   69,900,000 
Cash Interest Expense on Debt(5)
  1,922,000   2,723,000   -   -   4,645,000 
Long Term Debt(3)
  -   -   124,000,000   300,000,000   424,000,000 
Cash Interest Expense on Debt(4)
  26,753,000   53,506,000   50,753,000   58,000,000   189,012,000 
Total $11,578,000  $75,898,000  $-  $-  $87,476,000  $27,018,000  $53,934,000  $174,753,000  $358,000,000  $613,705,000 
____________________________
(1)  
Office lease through 2015
(2)  Automobile leases for certain executives through 2014
(3)  Swap Contracts and costless collars (see Note 15 to financial statements)
(4)  Revolving Credit Facility and 8.000% Senior Notes due 2020 (see Note 5 to financial statements)
(5)(4)  Cash interest on Revolving Credit Facility isand 8.000% Senior Notes due 2020 are estimated assuming no principal repayment until the due date

Product Research and Development

We do not anticipate performing any significant research and development given our current plan of operation.

Expected Purchase or Sale of Any Significant Equipment

We do not anticipate the purchase or sale of any plant or significant equipment as such items are not required by us at this time or anticipated to be needed in the next twelve months.

Critical Accounting Policies

The establishment and consistent application of accounting policies is a vital component of accurately and fairly presenting our financial statements in accordance with generally accepted accounting principles in the United States (GAAP), as well as ensuring compliance with applicable laws and regulations governing financial reporting. While there are rarely alternative methods or rules from which to select in establishing accounting and financial reporting policies, proper application often involves significant judgment regarding a given set of facts and circumstances and a complex series of decisions.


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Use of Estimates

The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect our reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Our estimates of our proved crude oil and natural gas reserves, future development costs, estimates relating to certain crude oil and natural gas revenues and expenses and fair value of derivative instruments are the most critical to our financial statements.

Crude Oil and Natural Gas Reserves

The determination of depreciation, depletion and amortization expense as well as impairments that are recognized on our crude oil and natural gas properties are highly dependent on the estimates of the proved crude oil and natural gas reserves attributable to our properties.  Our estimate of proved reserves is based on the quantities of crude oil and natural gas which geological and engineering data demonstrate, with reasonable certainty, to be recoverable in the future years from known reservoirs under existing economic and operating conditions.  The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation, and judgment.  For example, we must estimate the amount and timing of future operating costs, production taxes and development costs, all of which may in fact vary considerably from actual results. In addition, as the prices of crude oil and natural gas and cost levels change from year to year, the economics of producing our reserves may change and therefore the estimate of proved reserves may also change.  Any significant variance in these assumptions could materially affect the estimated quantity and value of our reserves.
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The information regarding present value of the future net cash flows attributable to our proved crude oil and natural gas reserves are estimates only and should not be construed as the current market value of the estimated crude oil and natural gas reserves attributable to our properties.  Thus, such information includes revisions of certain reserve estimates attributable to our properties included in the prior year’s estimates.  These revisions reflect additional information from subsequent activities, production history of the properties involved and any adjustments in the projected economic life of such properties resulting from changes in crude oil and natural gas prices.  Any future downward revisions could adversely affect our financial condition, our borrowing ability, our future prospects and the value of our common stock.

The estimates of our proved crude oil and natural gas reserves used in the preparation of our financial statements were prepared by Ryder Scott Company, our registered independent petroleum consultants, and were prepared in accordance with the rules promulgated by the SEC.

Crude Oil and Natural Gas Properties

The method of accounting we use to account for our crude oil and natural gas investments determines what costs are capitalized and how these costs are ultimately matched with revenues and expensed.

We utilize the full cost method of accounting to account for our crude oil and natural gas investments instead of the successful efforts method because we believe it more accurately reflects the underlying economics of our programs to explore and develop crude oil and natural gas reserves. The full cost method embraces the concept that dry holes and other expenditures that fail to add reserves are intrinsic to the crude oil and natural gas exploration business. Thus, under the full cost method, all costs incurred in connection with the acquisition, development and exploration of crude oil and natural gas reserves are capitalized. These capitalized amounts include the costs of unproved properties, internal costs directly related to acquisitions, development and exploration activities, asset retirement costs, geological and geophysical costs that are directly attributable to the properties and capitalized interest. Although some of these costs will ultimately result in no additional reserves, they are part of a program from which we expect the benefits of successful wells to more than offset the costs of any unsuccessful ones. The full cost method differs from the successful efforts method of accounting for crude oil and natural gas investments. The primary difference between these two methods is the treatment of exploratory dry hole costs. These costs are generally expensed under the successful efforts method when it is determined that measurable reserves do not exist. Geological and geophysical costs are also expensed under the successful efforts method. Under the full cost method, both dry hole costs and geological and geophysical costs are initially capitalized and classified as unproved properties pending determination of proved reserves. If no proved reserves are discovered, these costs are then amortized with all the costs in the full cost pool.
 
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Capitalized amounts except unproved costs are depleted using the units of production method.  The depletion expense per unit of production is the ratio of the sum of our unamortized historical costs and estimated future development costs to our proved reserve volumes.  Estimation of hydrocarbon reserves relies on professional judgment and use of factors that cannot be precisely determined.  Subsequent reserve estimates materially different from those reported would change the depletion expense recognized during the future reporting periods.  For the year ended December 31, 2011,2012, our average depletion expense per unit of production was $21.20$26.18 per BOE.Boe.  A 10% decrease in our estimated net proved reserves at December 31, 20112012 would result in a $0.84$2.88 per BOEBoe increase in our per unit depletion.

To the extent the capitalized costs in our full cost pool (net of depreciation, depletion and amortization and related deferred taxes) exceed the sum of the present value (using a 10% discount rate and based on period-end crude oil and natural gas prices) of the estimated future net cash flows from our proved crude oil and natural gas reserves and the capitalized cost associated with our unproved properties, we would have a capitalized ceiling impairment. Such costs would be charged to operations as a reduction of the carrying value of crude oil and natural gas properties.  The risk that we will be required to write down the carrying value of our crude oil and natural gas properties increases when crude oil and natural gas prices are depressed, even if the low prices are temporary.  In addition, capitalized ceiling impairment charges may occur if we experience poor drilling results or estimations of our proved reserves are substantially reduced.  A capitalized ceiling impairment is a reduction in earnings that does not impact cash flows, but does impact operating income and shareholders’ equity.  Once recognized, a capitalized ceiling impairment charge to crude oil and natural gas properties cannot be reversed at a later date.  The risk that we will experience a ceiling test writedown increases when crude oil and natural gas prices are depressed or if we have substantial downward revisions in our estimated proved reserves.  As of December 31, 20112012 we have not incurred a capitalized ceiling impairment charge.  However, no assurance can be given that we will not experience a capitalized ceiling impairment charge in future periods.  In addition, capitalized ceiling impairment charges may occur if estimates of proved hydrocarbon reserves are substantially reduced or estimates of future development costs increase significantly.  See “Item 2. Properties—Proved Reserves,” for a discussion of our reserve estimation assumptions.
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Revenue Recognition

We derive revenue primarily from the sale of the crude oil and natural gas from our interests in producing wells, hence our revenue recognition policy for these sales is significant.

We recognize revenue from the sale of crude oil and natural gas when production is delivered to, and title has transferred to, the purchaser and to the extent the selling price is reasonably determinable.

We use the sales method of accounting for natural gas balancing of natural gas production and would recognize a liability if the existing proved reserves were not adequate to cover the current imbalance situation.  As of December 31, 2012, 2011, 2010, 2009, and 2008, our natural gas production was in balance, meaning its cumulative portion of natural gas production taken and sold from wells in which it has an interest equaled its entitled interest in natural gas production from those wells.

In general, settlements for hydrocarbon sales occur around two months after the end of the month in which the crude oil, natural gas or other hydrocarbon products were produced. We estimate and accrue for the value of these sales using information available to us at the time our financial statements are generated. Differences are reflected in the accounting period that payments are received from the operator.

Derivative Instruments and Hedging Activities

We use derivative instruments from time to time to manage market risks resulting from fluctuations in the prices of crude oil and natural gas.  We may periodically enter into derivative contracts, including price swaps, caps and floors, which require payments to (or receipts from) counterparties based on the differential between a fixed price and a variable price for a fixed quantity of crude oil or natural gas without the exchange of underlying volumes.  The notional amounts of these financial instruments are based on expected production from existing wells.  We have, and may continue to use exchange traded futures contracts and option contracts to hedge the delivery price of crude oil at a future date.
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On November 1, 2009, due to the volatility of price differentials in the Williston Basin, we de-designated all derivatives that were previously classified as cash flow hedges and in addition, we have elected not to designate any subsequent derivative contracts as accounting hedges.  As such, all derivative positions are carried at their fair value on the balance sheet and are marked-to-market at the end of each period.  Any realized gains and losses are recorded to gain (loss) on settled derivatives and unrealized gains or losses are recorded to gain (loss) on mark-to-market of derivative instruments on the statementstatements of comprehensive income rather than as a component of accumulated other comprehensive income (loss) or other income (expense).  See Note 15 for a description of the derivative contracts which the Companywe executed during 20112012 and 2010.2011.

Prior to November 1, 2009, at the inception of a derivative contract, we designated the derivative as a cash flow hedge.  For all derivatives designated as cash flow hedges, we formally documented the relationship between the derivative contract and the hedged items, as well as the risk management objective for entering into the derivative contract.  To be designated as a cash flow hedge transaction, the relationship between the derivative and the hedged items must be highly effective in achieving the offset of changes in cash flows attributable to the risk both at the inception of the derivative and on an ongoing basis.  We historically measured hedge effectiveness on a quarterly basis and hedge accounting would be discontinued prospectively if it determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item.  Gains and losses deferred in accumulated other comprehensive income related to cash flow hedge derivatives that become ineffective remain unchanged until the related production is delivered.  If we determine that it is probable that a hedged forecasted transaction will not occur, deferred gains or losses on the derivative are recognized in earnings immediately.
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Derivatives, historically, were recorded on the balance sheet at fair value and changes in the fair value of derivatives were recorded each period in current earnings or other comprehensive income, depending on whether a derivative was designated as part of a hedge transaction and, if it was, depending on the type of hedge transaction.  Our derivatives historically consisted primarily of cash flow hedge transactions in which we were hedging the variability of cash flows related to a forecasted transaction.  Period to period changes in the fair value of derivative instruments designated as cash flow hedges were reported in accumulated other comprehensive income (loss) and reclassified to earnings in the periods in which the hedged item impacts earnings.  The ineffective portion of the cash flow hedges were reflected in current period earnings as gain or loss from derivatives.  Gains and losses on derivative instruments that did not qualify for hedge accounting were included in income or loss from derivatives in the period in which they occur.  The resulting cash flows from derivatives were reported as cash flows from operating activities.

New Accounting Pronouncements

Presentation of Comprehensive Income
In June 2011, the FASB issued Comprehensive Income (Topic 220) — Presentation of Comprehensive Income (ASU No. 2011-05).  The guidance eliminates the option of presenting components of other comprehensive income as part of the statement of stockholders’ equity.  The standard will allow us the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income in either a single continuous statement of comprehensive income or in two separate but consecutive statements.  In December 2011, the FASB issued Comprehensive Income (Topic 220) — Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU No. 2011-12).  The FASB indefinitely deferred the effective date for the guidance related to the presentation of reclassifications of items out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented.  The standard, except for the portion that was indefinitely deferred, is effective for us on January 1, 2012, and must be applied retrospectively.  We are evaluating the effects of this standard on disclosure, but it will not impact our results of operations, financial position or cash flows.Recently Adopted

Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs

— In May 2011, the FASB issued Fair Value Measurement (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSIFRSs (ASU No. 2011-04). The standard generally clarifies the application of, which provides clarifications regarding existing fair value measurement principles and disclosure requirements, on topics including the concepts of highest and best use and valuation premise and disclosing quantitative information about the unobservable inputs used in thealso specific new guidance for items such as measurement of instruments categorizedclassified within Level 3stockholders’ equity.  These requirements were effective for interim and annual periods beginning after December 15, 2011.  We implemented the accounting and disclosure guidance effective January 1, 2012, and the implementation did not have a material impact on our financial statements.  For required fair value measurement disclosures, see Note 13

Comprehensive Income— In June 2011, the FASB issued Comprehensive Income (Topic 220) — Presentation of Comprehensive Income (ASU No. 2011-05), which requires the presentation of the fair value hierarchy. Additionally,components of net income, the standard includes changes on topicscomponents of OCI and total comprehensive income in either a single continuous financial statement of comprehensive income or in two separate, but consecutive financial statements of net income and comprehensive income.  These updates do not affect the items reported in OCI or the guidance for reclassifying such as measuring fair value of financial instruments that are managed within a portfolio and additional disclosure for fair value measurements categorized within Level 3 of the fair value hierarchy.  This standard isitems to net income.  These requirements were effective for us oninterim and annual periods beginning after December 15, 2011.  We implemented the financial statement presentation guidance effective January 1, 2012.  The standard will require additional disclosures, but it will not impact our results of operations, financial position or cash flows.
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Recently Issued

Balance Sheet Offsetting

— In December 2011, the FASB issued Balance Sheet (Topic 210) — Disclosures about Offsetting Assets and Liabilities (ASU No. 2011-11), which updates the Codification to requirerequires disclosures regarding netting arrangements in agreements underlying derivatives, certain financial instruments and related collateral amounts, and the extent to which an entity’s financial statement presentation policies related to netting arrangements impact amounts recorded to the financial statements.  These updates to the disclosure requirements of the Codification do not affect the presentation of amounts in the balance sheet,sheets, and are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual reporting periods.  The Company doesWe do not expect the implementation of this disclosure guidance to have a material impact on itsour financial statements.

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Recent Accounting Pronouncements Not Yet Adopted

For a description of the accounting standards that we adopted in 2011,2012, see Notes to Financial Statements—Note 2. Significant Accounting Policies.

Various accounting standards and interpretations were issued in 20112012 with effective dates subsequent to December 31, 2011.2012.  We have evaluated the recently issued accounting pronouncements that are effective in 20122013 and believe that none of them will have a material effect on our financial position, results of operations or cash flows when adopted.

Further, we are monitoring the joint standard-setting efforts of the Financial Accounting Standards Board and the International Accounting Standards Board.  There are a large number of pending accounting standards that are being targeted for completion in 20122013 and beyond, including, but not limited to, standards relating to revenue recognition, accounting for leases, fair value measurements, accounting for financial instruments, disclosure of loss contingencies and financial statement presentation. Because these pending standards have not yet been finalized, at this time we are not able to determine the potential future impact that these standards will have, if any, on our financial position, results of operations or cash flows.

Off-Balance Sheet Arrangements
 
We currently do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 

 
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Commodity Price Risk

The price we receive for our crude oil and natural gas production heavily influences our revenue, profitability, access to capital and future rate of growth.  Crude oilOil and natural gas are commodities and, therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand.demand and other factors.  Historically, the markets for crude oil and natural gas have been volatile, and our management believes these markets will likely continue to be volatile in the future.  The prices we receive for our production depend on numerous factors beyond our control.  Our revenue during 20112012 generally would have increased or decreased along with any increases or decreases in crude oil or natural gas prices, but the exact impact on our income is indeterminable given the variety of expenses associated with producing and selling crude oil that also increase and decrease along with crude oil prices.

We have previously enteredenter into derivative contracts to achieve a more predictable cash flow by reducing our exposure to crude oil and natural gas price volatility.  On November 1, 2009, due to the volatility of price differentials in the Williston Basin, we de-designated all derivatives that were previously classified as cash flow hedges and in addition, we have elected not to designate any subsequent derivative contracts as accounting hedges.  As such, all derivative positions are carried at their fair value on the balance sheet and are marked-to-market at the end of each period.  Any realized gains and losses are recorded to gain (loss) on settled derivatives and unrealized mark-to-market gains or losses are recorded to unrealized gain (loss) on mark-to-market of derivative instruments on the statementstatements of comprehensive income rather than as a component of other comprehensive income (loss) or other income (expense).

The following table reflectsWe generally use derivatives to economically hedge a significant, but varying portion of our anticipated future production over a rolling 36 month horizon.  Any payments due to counterparties under our derivative contracts are funded by proceeds received from the weighted average pricesale of open commodity swap contracts asour production.  Production receipts, however, lag payments to the counterparties.  Any interim cash needs are funded by cash from operations or borrowings under our Revolving Credit Facility.  As of December 31, 2011, by year with associated volumes.
Weighted Average Price
Of Open Commodity Swap Contracts
 
Year Volumes (Bbl)  
Weighted
Average Price
 
2012  1,015,000  $90.87 

Subsequent to December 31, 2011, we had entered into an additional commodity swap contract.  The crude oil swap contract is for 38,942 barrels of crude oil with a settlement period in January 2012.  The price on the contract is fixed at $101.00 per barrel.  In addition to the open commodity swap contracts we have entered into costless collars.  The costless collars are used to establish floor and ceiling prices on anticipated crude oil and natural gas production.  There were no premiums paid or received by us related to the costless collar agreements.  The following table reflects the weighted average price of open costless collar contracts as of December 31, 2011, by year with associated volumes.

Weighted Average Price
Of Open Costless Collar Contracts
 
Year Volumes (Bbl)  
Weighted
Average Price
 
2012  413,092  $88.28-$100.67 
2013  910,309  $85.82-$ 98.90 

As of February 16, 2012, we had entered into three additional costless collar contracts.  The crude oil collars included 1,358,706derivative agreements covering 3.1 million barrels of crude oil with an average floor of $91.78for 2013 and an average ceiling of $107.95. The settlement periods are between February 2012 and December 2013.2.4 million barrels for 2014.

The following table summarizes the oil derivative contracts that we have entered into for each year as of December 31, 2012:


 
 
Contract Type
 
Volume Hedged
(Bbl)
  
West Texas Intermediate
Strike Price
($/Bbl)
  Term
Collar  149,515  $90.00/$103.50  Jan 1 - Dec 31, 2013
Collar  139,791  $90.00/$106.50  Jan 1 - Dec 31, 2013
Collar  224,900  $90.00/$110.00  Jan 1 - Dec 31, 2013
Collar  182,269  $95.00/$107.00  Jan 1 - Dec 31, 2013
Collar  480,000  $95.00/$110.70  Jan 1 - Dec 31, 2013
Collar  760,794  $85.00/$98.00  Jan 1 - Dec 31, 2013
Collar  120,000  $90.25/$97.95  Jan 1 - Dec 31, 2013
Collar  96,000  $95.00/$106.90  Jul 1 – Dec 31, 2013
Swap  240,000  $91.10  Jan 1 - Dec 31, 2013
Swap  300,000  $89.50  Jan 1 - Dec 31, 2013
Swap  240,000  $91.65  Jan 1 - Dec 31, 2013
Swap  120,000  $94.50  Jan 1 - Dec 31, 2013
Swap  60,000  $102.30  July 1 - Dec 31, 2013
2013 Total/Average  3,113,269  $90.58   
           
Swap  300,000  $89.50  Jan 1 - June 30, 2014
Swap  240,000  $90.00  Jan 1 - June 30, 2014
Swap  240,000  $91.00  Jan 1 - Dec 31, 2014
Swap  240,000  $91.65  Jan 1 - Dec 31, 2014
Swap  240,000  $90.15  Jan 1 - Dec 31, 2014
Swap  240,000  $100.00  Jan 1 - June 30, 2014
Swap  30,000  $90.58  July 1 - Dec 31, 2014
Swap  120,000  $91.35  Jan 1 - Dec 31, 2014
Swap  120,000  $90.00  July 1 - Dec 31, 2014
Swap  120,000  $90.00  Jan 1 - Dec 31, 2014
Swap  120,000  $90.00  July 1 - Dec 31, 2014
Swap  120,000  $93.50  July 1 - Dec 31, 2014
Collar  240,000  $90.00/$99.05  Jan 1 - Dec 31, 2014
2014 Total/Average  2,370,000  $91.49   
 
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Interest Rate Risk
 
WeOur long-term debt is comprised of borrowings that contain fixed and floating interest rates.  The Notes bear interest at an annual fixed rate of 8% and our Revolving Credit Facility interest rate is a floating rate option that is designated by us within the parameters established by the underlying agreement.  During the year ended December 31, 2012, we had $69.9$104.3 million in average outstanding borrowings under our Revolving Credit Facility at ana weighted average rate of 2.78% under our revolving credit facility as of December 31, 2011.2.25%.  We have the option to designate the reference rate of interest for each specific borrowing under the credit facilityRevolving Credit Facility as amounts are advanced.  Borrowings based upon the London Interbank Offered Rate (“LIBOR”) will bear interest at a rate equal to LIBOR plus a spread ranging from 2.5%1.75% to 3.25%2.75% depending on the percentage of borrowing base that is currently advanced.  Any borrowings not designated as being based upon LIBOR will bear interest at a rate equal to the current prime rate published by the Wall Street Journal, plus a spread ranging from 2%0.75% to 2.5%1.75%, depending on the percentage of borrowing base that is currently advanced.  We have the option to designate either pricing mechanism.  Interest payments are due under the credit facilityRevolving Credit Facility in arrears, in the case of a loan based on LIBOR on the last day of the specified interest period and in the case of all other loans on the last day of each March, June, September and December.  All outstanding principal is due and payable upon termination of the credit facility.Revolving Credit Facility.

Our credit facilityRevolving Credit Facility allows us to fix the interest rate of borrowings under it for all or a portion of the principal balance for a period up to three months; however our borrowings are generally withdrawn with interest rates fixed for one month.  Thereafter, to the extent we do not repay the principle, our borrowings are rolled over and the interest rate is reset based on the current LIBOR or prime rate as applicable. As a result, changes in interest rates can impact results of operations and cash flows.  A 1% increase in short-term interest rates on theour floating-rate debt outstanding at December 31, 20112012 would cost us approximately $0.7$1.2 million in additional annual interest expense.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary financial information required by this item are included on the pages immediately following the Index to Financial Statements appearing on page F-1.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
 
53
As of December 31, 2011,2012, our management, including our Chief Executive Officer and Chief Financial Officer, had evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) pursuant to Rule 13a-15(b) under the Exchange Act.  Based upon and as of the date of the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that information required to be disclosed is recorded, processed, summarized and reported within the specified periods and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow for timely decisions regarding required disclosure of material information required to be included in our periodic SEC reports. Based on the foregoing, our management determined that our disclosure controls and procedures were effective as of December 31, 2011.2012.

No change in our Company’scompany’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2011,2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

50

Management’s Annual Report on Internal Control over Financial Reporting

The management of Northern Oil &and Gas, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.  The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our Company’s financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.

All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011.2012.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on our evaluation under the framework in Internal Control-Integrated Framework, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2011.2012.

The effectiveness of our Company’s internal control over financial reporting as of December 31, 2011,2012, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report.


 
5154
 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Stockholders of
Northern Oil and Gas, Inc.:

We have audited the internal control over financial reporting of Northern Oil and Gas, Inc. (the "Company") as of December 31, 2011,2012, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.   Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011,2012, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the financial statements as of and for the year ended December 31, 20112012 of the Company and our report dated February 29, 2012March 1, 2013 expressed an unqualified opinion on those financial statements.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
February 29, 2012March 1, 2013

 
5255
 


Item 9B. Other Information
 
None.
 

 
5356
 

PART III
 
Certain information required by this Part III is incorporated by reference from our definitive Proxy Statement for the Annual Meeting of Shareholders to be held in 20122013 (the “Proxy Statement”), which we intend to file with the SEC pursuant to Regulation 14A within 120 days after December 31, 2011.2012.  Except for those portions specifically incorporated into this Annual report on Form 10-K by reference to the Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Annual Report on Form 10-K.

Item 10. Directors, Executive Officers and Corporate Governance

The information included in “Part I – Executive Officers of the Registrant” of this report is incorporated herein by reference.

The information appearing under the headings “Proposal 1:  Election of Directors,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics that applies to our chief executive officer, chief financial officer and persons performing similar functions.  A copy is available on our website at www.northernoil.com.  We intend to post on our website any amendments to, or waivers from, our Code of Business Conduct and Ethics pursuant to the rules of the SEC and NYSE Amex Equity Market.MKT.

Item 11. Executive Compensation

The information appearing under the headings “Executive Compensation” and “Compensation Committee Report,” and the information regarding compensation committee interlocks and insider participation under the heading “Corporate Governance,” in the Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information with respect to our common shares issuable under our equity compensation plans as of December 31, 2011:2012:

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights  Weighted-average exercise price of outstanding options, warrants and rights  Number of securities remaining available for future issuance under equity compensation plans  Number of securities to be issued upon exercise of outstanding options, warrants and rights  Weighted-average exercise price of outstanding options, warrants and rights  Number of securities remaining available for future issuance under equity compensation plans 
Equity compensation plans approved by security holders                  
2006 Incentive Stock Option Plan  262,463  $5.18   –   251,963  $5.18   – 
2009 Amended and Restated Equity Incentive Plan  –   –   1,139,118   –   –   877,289 
Equity compensation plans not approved by security holders  –   –   –   –   –   – 
Total  262,463  $5.18   1,139,118   251,963  $5.18   877,289 

The information appearing under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information appearing under the headings “Certain Relationships and Related Transactions” and “Corporate Governance” in the Proxy Statement is incorporated herein by reference.

 
5457
 

Item 14. Principal Accountant Fees and Services

The information appearing under the heading “Proposal 2: Ratification of Appointment of Independent Registered Public Accountants” in the Proxy Statement is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules
 
(a)           Documents filed as part of this Report:
 
 
 1.Financial Statements
 See Index to Financial Statements on page F-1.
 
 2.Financial Statement Schedules
 Supplemental Oil and Gas Information
 
All other schedules are omitted because they are either not applicable or required information is shown in the financial statements or notes thereto.
 
(b)           Exhibits:
 
Unless otherwise indicated, all documents incorporated by reference into this report are filed with the SEC pursuant to the Securities and Exchange Act of 1934, as amended, under file number 001-33999.
 
Exhibit No.
 
Description
Reference
3.1 
Reference
3.1
Articles of Incorporation of Northern Oil and Gas, Inc. dated June 28, 2010
Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 2, 2010
3.2
 
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 July 2, 2010
4.1
 
Specimen Stock Certificate of Northern Oil and Gas, Inc.
Filed herewith
4.2
10.1*
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 March 18, 2012
10.1*
Amended and Restated Employment Agreement by and between Northern Oil and Gas, Inc. and Michael L. Reger, dated January 30, 2009
Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2009 (File No.  001-33999)
10.2*
10.2*
Amendment No. 1 to Amended and Restated Employment Agreement by and between Northern Oil and Gas, Inc. and Michael L. Reger, dated January 14, 2011
Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 10-K filed with the SEC on March 4, 2011 (File No.  001-33999)
10.3*
10.3*
Amended and Restated Employment Agreement by and between Northern Oil and Gas, Inc. and Ryan R. Gilbertson, dated January 30, 2009
Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 2, 2009 (File No.No..  001-33999)
10.4*
10.4*
Amendment No. 1 to Amended and Restated Employment Agreement by and between Northern Oil and Gas, Inc. and Ryan R. Gilbertson, dated March 25, 2010
Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 25, 2010 (File No.  001-33999)
10.5*
 10.5*
Amendment No. 2 to Amended and Restated Employment Agreement by and between Northern Oil and Gas, Inc. and Ryan R. Gilbertson, dated January 14, 2011
Incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 10-K filed with the SEC on March 4, 2011 (File No.  001-33999)
10.6*
10.6*
Separation Agreement and Release, dated October 1, 2012, between Northern Oil and Gas, Inc. Amended and Restated 2009 Equity Incentive PlanRyan R. Gilbertson
Incorporated by reference to Appendix AExhibit 10.1 to the Registrant's Definitive Proxy Statement for the 2011 Annual Meeting of ShareholdersRegistrant’s Current Report on Form 8-K filed with the SEC on May 2, 2011 (File No. 001-33999)October 1, 2012
10.7*
10.7*
Consulting Agreement, dated October 1, 2012, between Northern Oil and Gas, Inc. and Ryan R. Gilbertson
Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 1, 2012
10.8*
Employment Agreement by and between Northern Oil and Gas, Inc. and James R. Sankovitz, dated March 25, 2010
Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 25, 2010
10.9*
Employment Agreement by and between Northern Oil and Gas, Inc. and Thomas W. Stoelk, dated November 8, 2011
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 9, 2011
10.10*
Employment Agreement by and between Northern Oil and Gas, Inc. and Brandon Elliott, dated January 1, 2013
Filed herewith
10.11*
Employment Agreement by and between Northern Oil and Gas, Inc. and Erik J. Romslo, dated October 10, 2011
Filed herewith
10.12*
Form of Promissory Note issued to Michael L. Reger and Ryan R. Gilbertson
Incorporated by reference to Exhibit 10.18 to the Registrant’s Current Report on Form 10-K filed with the SEC on March 8, 2010
10.13*
10.8*
Northern Oil and Gas, Inc. Amended and Restated 2009 Equity Incentive Plan
Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement for the 2011 Annual Meeting of Shareholders filed with the SEC on May 2, 2011 (File No. 001-33999)
10.14*
Northern Oil and Gas, Inc. Amended and Restated 2009 Equity Incentive Plan Amendment No.1
Filed herewith
10.15*
Form of Restricted Stock Agreement under the Northern Oil and Gas, Inc. 2009 Equity Incentive Plan (for grants prior to June 8, 2011)
Incorporated by reference to Exhibit 10.19 to the Registrant’s Current Report on Form 10-K filed with the SEC on March 8, 2010
10.16*
10.9*
Form of Restricted Stock Agreement under the Northern Oil and Gas, Inc. Amended and Restated 2009 Equity Incentive Plan (for “single trigger” grants after June 8, 2011)
Filed herewith
Incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 10-K filed with the SEC on February 29, 2012
10.17*
10.10*Employment
Form of Restricted Stock Agreement by and betweenunder the Northern Oil and Gas, Inc. Amended and Chad D. Winter,Restated 2009 Equity Incentive Plan (for “double trigger” grants after December 20, 2012)
Filed herewith
10.18
Third Amended and Restated Credit Agreement, dated March 25, 2010as of February 28, 2012, among Northern Oil and Gas, Inc., as Borrower, Royal Bank of Canada, as Administrative Agent, SunTrust Bank, as Syndication Agent, Bank of Montreal, KeyBank, N.A. and U.S. Bank N.A., as Co-Documentation Agents, and the Lenders party thereto
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 25, 20102, 2012
10.19
10.11*
First Amendment to Third Amended and Restated EmploymentCredit Agreement, dated June 29, 2012, by and betweenamong Northern Oil and Gas, Inc., Royal Bank of Canada, and Chad D. Winter, dated November 8, 2011the Lenders Party thereto
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 9, 2011July 2, 2012
10.20
10.12*Employment
Second Amendment to Third Amended and Restated Credit Agreement, dated September 28, 2012, by and betweenamong Northern Oil and Gas, Inc., Royal Bank of Canada, and James R. Sankovitz, dated March 25, 2010
Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 25, 2010Lenders Party thereto
 10.13*Employment Agreement by and between Northern Oil and Gas, Inc. and Thomas W. Stoelk, dated November 8, 2011
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 9, 2011October 2, 2012
10.14
12
 Second Amended and Restated Credit Agreement dated as
Calculation of August 8, 2011 among Northern Oil and Gas, Inc., as Borrower, Macquarie Bank Limited, as Administrative Agent, and the Lenders party thereto
Incorporated by referenceRatio of Earnings to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2011
23.1Fixed Charges 
Filed herewith
23.1
Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP
Filed herewith
23.2 
Filed herewith
23.2
Consent of Independent Registered Public Accounting Firm Mantyla McReynolds LLC
Filed herewith
23.3 
Filed herewith
23.3
Consent of Ryder Scott Company, LP
Filed herewith
31.1 
Filed herewith
31.1
Certification of the Chief 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
31.2 
Filed herewith
31.2
Certification of the Chief Financial 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
32.1 
Filed herewith
32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
99.1 
Filed herewith
99.1
Report of Ryder Scott Company, LP.
Filed herewith
101.INS 
XBRL  Instance Document(1)
Filed Electronicallyherewith
101.SCH
101.INS
 
XBRL Instance Document(1)
Filed Electronically
101.SCH
XBRL Taxonomy Extension Schema Document(1)Document(1)
Filed Electronically
101.CAL 
Filed Electronically
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document(1)Document(1)
Filed Electronically
101.DEF  
Filed Electronically
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document(1)
Filed Electronically
101.LABDocument(1) 
Filed Electronically
101.LAB
XBRL Taxonomy Extension Label Linkbase Document(1)Document(1)
Filed Electronically
101.PRE 
Filed Electronically
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document(1)Document(1)
Filed Electronically

 * Management contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

(1)The XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.


 
5558
 


SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
NORTHERN OIL AND GAS, INC.

 Date: February 29, 2012March 1, 2013 By:/s/ Michael L. Reger
    Michael L. Reger
    Chief Executive Officer
 
POWER OF ATTORNEY
 
Each person whose signature appears below constitutes and appoints, Michael L. Reger and Thomas W. Stoelk, or either of them, his/her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection wherewith, with the Commission, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all said attorney-in-fact and agent, acting alone, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated:
 
Signature Title Date
     
/s/ Michael L. Reger Chief Executive Officer, Chairman and Director February 29, 2012March 1, 2013
Michael L. Reger
    
     
/s/ Thomas W. Stoelk Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer February 29, 2012March 1, 2013
Thomas W. Stoelk
    
     
/s/ Loren J. O’Toole Director   February 29, 2012March 1, 2013
Loren J. O’Toole
    
     
/s/ Richard Weber Director February 29, 2012March 1, 2013
Richard Weber
    
     
/s/ Jack King Director February 29, 2012March 1, 2013
Jack King
    
     
/s/ Robert Grabb Director February 29, 2012March 1, 2013
Robert Grabb
    
     
/s/ Lisa Bromiley Meier Director February 29, 2012March 1, 2013
Lisa Bromiley Meier
    
     
/s/ Delos Cy Jamison Director February 29, 2012March 1, 2013
Delos Cy Jamison
    

 
5659
 

NORTHERN OIL AND GAS, INC.

INDEX TO FINANCIAL STATEMENTS

  Page 
    
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm  F-2 
Report of Mantyla McReynolds LLC, Independent Registered Public Accounting Firm  F-3 
Balance Sheets as of December 31, 20112012 and 20102011  F-4 
Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011 December 31,and 2010 and December 31, 2009  F-5 
Statements of Cash Flows for the Years Ended December 31, 2012, 2011 December 31,and 2010 and December 31, 2009  F-6 
Statements of Stockholders’ Equity for the Years Ended December 31, 2012, 2011 December 31,and 2010 and December 31, 2009  F-7 
Notes to the Financial Statements  F-8 
     


 
F-1




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Northern Oil and Gas, Inc.:
We have audited the accompanying balance sheets of Northern Oil and Gas, Inc. (the “Company”) as of December 31, 2012 and 2011, and the related statements of comprehensive income, stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such 2012 and 2011 financial statements referred to above present fairly, in all material respects, the financial position of Northern Oil and Gas, Inc. as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control—Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2013 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
March 1, 2013




F-2
 




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Northern Oil and Gas, Inc.:

We have audited the accompanying balance sheetstatements of income, stockholders’ equity, and cash flows of Northern Oil and Gas, Inc. (the "Company") as of December 31, 2011 and the related statements of income, stockholders' equity, and cash flowsCompany) for the year then ended.ended December 31, 2010.  These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company for the years ended December 31, 2010 and December 31, 2009 were audited by other auditors whose reports, dated March 4, 2011 and March 8, 2010, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such 2011 financial statements referred to above present fairly, in all material respects, the financial position of Northern Oil and Gas, Inc. as of December 31, 2011, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2012 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota
February 29, 2012


F-2




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Northern Oil and Gas, Inc.:

We have audited the accompanying balance sheet of Northern Oil and Gas, Inc. (the Company) as of December 31, 2010, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positionresults of the Company as of December 31, 2010, and the results of theirCompany’s operations and theirits cash flows for each of the years in the two-year periodyear ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

/s/ Mantyla McReynolds LLC

Mantyla McReynolds LLC
Salt Lake City, Utah
March 4, 2011



 
F-3
 

NORTHERN OIL AND GAS, INC.
BALANCE SHEETS

 December 31,  December 31, 
 2011  2010  2012  2011 
CURRENT ASSETS            
Cash and Cash Equivalents $6,279,587  $152,110,701  $13,387,998  $6,279,587 
Trade Receivables  51,418,830   22,033,647   70,219,669   51,418,830 
Advances to Operators  17,530,474   13,225,650   3,109,591   17,530,474 
Prepaid Expenses  486,421   345,695   592,001   486,421 
Other Current Assets  317,460   475,967   1,115,088   317,460 
Short - Term Investments  -   39,726,700 
Derivative Instruments  4,095,197   - 
Deferred Tax Asset  4,472,000   5,100,000   1,695,000   4,472,000 
Total Current Assets  80,504,772   233,018,360   94,214,544   80,504,772 
                
PROPERTY AND EQUIPMENT                
Oil and Natural Gas Properties, Full Cost Method of Accounting                
Proved  566,195,321   158,846,475   1,159,191,601   566,195,321 
Unproved  137,784,903   136,135,163   82,926,384   137,784,903 
Other Property and Equipment  2,988,641   2,479,199   3,158,224   2,988,641 
Total Property and Equipment  706,968,865   297,460,837   1,245,276,209   706,968,865 
Less - Accumulated Depreciation and Depletion  63,265,919   22,152,356   162,031,493   63,265,919 
Total Property and Equipment, Net  643,702,946   275,308,481   1,083,244,716   643,702,946 
                
DERIVATIVE INSTRUMENTS  1,763,008   - 
        
DEBT ISSUANCE COSTS  1,386,201   1,367,124   11,713,030   1,386,201 
                
TOTAL ASSETS $725,593,919  $509,693,965  $1,190,935,298  $725,593,919 
                
LIABILITIES AND STOCKHOLDERS’ EQUITY 
LIABILITIES AND STOCKHOLDERS' EQUITYLIABILITIES AND STOCKHOLDERS' EQUITY 
CURRENT LIABILITIES                
Accounts Payable $110,133,286  $48,500,204  $95,822,162  $110,133,286 
Accrued Expenses  131,012   2,829   2,454,085   65,443 
Derivative Liability  9,363,068   11,145,319 
Other Liabilities  33,229   18,574 
Accrued Interest  2,180,416   98,798 
Derivative Instruments  -   9,363,068 
Total Current Liabilities  119,660,595   59,666,926   100,456,663   119,660,595 
                
LONG-TERM LIABILITIES                
Revolving Credit Facility  69,900,000   -   124,000,000   69,900,000 
Derivative Liability  2,574,903   5,022,657 
8% Senior Notes Due 2020  300,000,000   - 
Derivative Instruments  2,547,745   2,574,903 
Other Noncurrent Liabilities  959,366   477,900   1,570,630   959,366 
Deferred Tax Liability  35,929,000   9,167,000   76,175,000   35,929,000 
Total Long-Term Liabilities  109,363,269   14,667,557   504,293,375   109,363,269 
Total Liabilities  229,023,864   74,334,483 
        
TOTAL LIABILITIES  604,750,038   229,023,864 
                
COMMITMENTS AND CONTINGENCIES (NOTE 9)                
                
STOCKHOLDERS’ EQUITY        
Preferred Stock, Par Value$.001; 5,000,000 Authorized,        
No Shares Outstanding  -   - 
Common Stock, Par Value $.001; 95,000,000 Authorized,
(12/31/2011 - 63,330,421 Shares Outstanding and 12/31/2010 – 62,129,424 Shares Outstanding)
  63,330   62,129 
Additional Paid-In Capital  448,198,350   428,484,092 
Retained Earnings  48,370,684   7,759,192 
Accumulated Other Comprehensive Loss  (62,309)  (945,931)
Total Stockholders’ Equity  496,570,055   435,359,482 
        
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $725,593,919  $509,693,965 
        
The accompanying notes are an integral part of these financial statements.        
 STOCKHOLDERS' EQUITY      
 Preferred Stock, Par Value $.001; 5,000,000 Authorized, No Shares Outstanding  -   - 
 Common Stock, Par Value $.001; 95,000,000 Authorized (12/31/2012 – 63,532,622        
 Shares Outstanding and 12/31/2011 – 63,330,421 Shares Outstanding)  63,532   63,330 
 Additional Paid-In Capital  465,466,420   448,198,350 
 Retained Earnings  120,655,308   48,370,684 
 Accumulated Other Comprehensive Loss  -   (62,309)
 Total Stockholders' Equity  586,185,260   496,570,055 
         
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,190,935,298  $725,593,919 
         
 The accompanying notes are an integral part of these financial statements.        



 
F-4
 

NORTHERN OIL AND GAS, INC.
STATEMENTSTATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011, 2010, AND 20092010

 Year Ended December 31,  Year Ended December 31, 
                
 2011 2010 2009  2012  2011  2010 
REVENUES                
Oil and Gas Sales $159,439,508 $59,488,284 $15,171,824  $296,637,857  $159,439,508  $59,488,284 
Loss on Settled Derivatives  (13,407,878) (469,607) (624,541)  (391,420)  (13,407,878)  (469,607)
Gain (Loss) on Mark-to-Market of Derivative Instruments  3,072,229  (14,545,477) (363,414)
Unrealized Gain (Loss) on Derivative Instruments  15,147,122   3,072,229   (14,545,477)
Other Revenue  285,234  85,900  37,630   179,331   285,234   85,900 
  149,389,093  44,559,100  14,221,499 
Total Revenues  311,572,890   149,389,093   44,559,100 
                      
OPERATING EXPENSES                      
Production Expenses  13,043,633  3,288,482  754,976   32,382,310   13,043,633   3,288,482 
Production Taxes  14,300,720  5,477,975  1,300,373   28,485,594   14,300,720   5,477,975 
General and Administrative Expense
  13,624,892  7,204,442  3,686,330 
General and Administrative Expense  22,645,315   13,624,892   7,204,442 
Depletion of Oil and Gas Properties  40,815,426  16,884,563  4,250,983   98,427,159   40,815,426   16,884,563 
Depreciation and Amortization
  298,137  176,595  91,794   409,888   298,137   176,595 
Accretion of Discount on Asset Retirement Obligations  56,055  21,755  8,082   86,193   56,055   21,755 
Total Expenses  82,138,863  33,053,812  10,092,538   182,436,459   82,138,863   33,053,812 
                      
INCOME FROM OPERATIONS  67,250,230  11,505,288  4,128,961   129,136,431   67,250,230   11,505,288 
                      
OTHER INCOME (EXPENSE)                      
Other Income  -  -  479,100   23,611   -   - 
Interest Expense  (585,982) (583,376) (535,094)  (13,874,909)  (585,982)  (583,376)
Interest Income  567,452  472,912  191,985   1,263   567,452   472,912 
Gain (Loss) on Available for Sale Securities  215,092  (58,524) -   -   215,092   (58,524)
Total Other Income (Expense)  196,562  (168,988) 135,991   (13,850,035)  196,562   (168,988)
                      
INCOME BEFORE INCOME TAXES  67,446,792  11,336,300  4,264,952   115,286,396   67,446,792   11,336,300 
                      
INCOME TAX PROVISION  26,835,300  4,419,000  1,466,000   43,001,772   26,835,300   4,419,000 
                      
NET INCOME $40,611,492 $6,917,300 $2,798,952  $72,284,624  $40,611,492  $6,917,300 
                      
OTHER COMPREHENSIVE INCOME, NET OF TAX            
Unrealized Gains on Marketable Securities (Net of Tax
of $109,000 and $349,000 for the years ended
December 31, 2011 and 2010, respectively)
  -   173,846   553,135 
Reclassification of Derivative Instruments Included in
Income (Net of Tax of $39,000, $448,000 and $446,000
for the years ended December 31, 2012, 2011and 2010,
respectively)
  62,309   709,776   711,554 
Total Other Comprehensive Income  62,309   883,622   1,264,689 
            
COMPREHENSIVE INCOME $72,346,933  $41,495,114  $8,181,989 
            
Net Income Per Common Share - Basic $0.66 $0.14 $0.08  $1.16  $0.66  $0.14 
          
Net Income Per Common Share - Diluted $0.65 $0.14 $0.08  $1.15  $0.65  $0.14 
          
Weighted Average Shares Outstanding – Basic  61,789,289  50,387,203  36,705,267   62,485,836   61,789,289   50,387,203 
          
Weighted Average Shares Outstanding - Diluted  62,195,340  50,778,245  36,877,070   62,869,079   62,195,340   50,778,245 
                      
The accompanying notes are an integral part of these financial statements.The accompanying notes are an integral part of these financial statements.       The accompanying notes are an integral part of these financial statements.         



 
F-5
 

NORTHERN OIL AND GAS, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011, 2010, AND 20092010

  Year Ended December 31, 
  2012  2011  2010 
 CASH FLOWS FROM OPERATING ACTIVITIES         
 Net Income $72,284,624  $40,611,492  $6,917,300 
 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities            
 Depletion of Oil and Gas Properties  98,427,159   40,815,426   16,884,563 
 Depreciation and Amortization  409,888   298,137   176,595 
 Amortization of Debt Issuance Costs  1,527,194   430,760   455,302 
 Accretion of Discount on Asset Retirement Obligations  86,193   56,055   21,755 
 Deferred Income Taxes  42,984,000   26,833,000   4,419,000 
 Net (Gain) Loss on Sale of Available for Sale Securities  -   (215,092)  58,524 
 Unrealized (Gain) Loss on Derivative Instruments  (15,147,122)  (3,072,229)  14,545,477 
 Gain on Sale of Other Property and Equipment  (23,611)  -   - 
 Amortization of Deferred Rent  (33,230)  (19,795)  (18,573)
 Share - Based Compensation Expense  12,381,757   6,164,324   3,566,133 
 Changes in Working Capital and Other Items:            
 Increase in Trade Receivables  (18,800,839)  (29,385,183)  (15,008,636)
 Increase in Prepaid Expenses  (105,580)  (140,726)  (202,089)
 Decrease (Increase) in Other Current Assets  110,372   158,507   (274,653)
 (Decrease) Increase in Accounts Payable  (63,025)  2,486,667   42,080,670 
 Increase (Decrease) in Accrued Interest  2,081,618   98,798   (50,630)
 Increase (Decrease) in Accrued Expenses  2,407,216   29,385   (263,518)
 Net Cash Provided by Operating Activities  198,526,614   85,149,526   73,307,220 
             
 CASH FLOWS FROM INVESTING ACTIVITIES            
 Purchases of Oil and Gas Properties and Development Capital Expenditures  (531,954,977)  (341,363,955)  (180,400,555)
 Advances to Operators  -   (4,304,824)  (11,771,616)
 Proceeds from Sale of Oil and Gas Properties  -   5,027,162   297,877 
 Proceeds from Sale of Available for Sale Securities  -   58,606,328   34,699,651 
 Proceeds from Sale of Other Property and Equipment  39,000   -   - 
 Purchase of Available for Sale Securities  -   (18,381,690)  (48,679,264)
 Purchases of Other Property and Equipment  (256,445)  (450,822)  (2,039,543)
 Net Cash Used for Investing Activities  (532,172,422)  (300,867,801)  (207,893,450)
             
 CASH FLOWS FROM FINANCING ACTIVITIES            
 Advances on Revolving Credit Facility  475,600,000   79,900,000   5,300,000 
 Repayments on Revolving Credit Facility  (421,500,000)  (10,000,000)  (5,300,000)
 Issuances of 8% Senior Notes Due 2020  300,000,000   -   - 
 Payments on Line of Credit  -   -   (834,492)
 Decrease in Subordinated Notes, net  -   -   (500,000)
 Debt Issuance Costs Paid  (11,854,023)  (449,837)  (395,355)
 Repurchase of Common Stock  (1,546,148)  (1,081,132)  - 
 Proceeds from Exercise of Warrants  -   1,500,000   - 
 Proceeds from the Issuance of Common Stock - Net of Issuance Costs  -   -   282,193,406 
 Proceeds from Exercise of Stock Options  54,390   18,130   - 
 Net Cash Provided by Financing Activities  340,754,219   69,887,161   280,463,559 
 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  7,108,411   (145,831,114)  145,877,329 
             
 CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD  6,279,587   152,110,701   6,233,372 
             
 CASH AND CASH EQUIVALENTS – END OF PERIOD $13,387,998  $6,279,587  $152,110,701 
             
 Supplemental Disclosure of Cash Flow Information            
 Cash Paid During the Period for Interest $15,579,140  $286,710  $169,232 
 Cash Paid During the Period for Income Taxes $8,772  $-  $- 
             
 Non-Cash Financing and Investing Activities:            
 Purchase of Oil and Gas Properties through Issuance of Common Stock $-  $-  $12,679,422 
 Payment of Compensation through Issuance of Common Stock $18,760,030  $19,278,461  $8,733,215 
 Capitalized Asset Retirement Obligations $539,727  $401,241  $232,258 
 Non-Cash Compensation Capitalized in Oil and Gas Properties $6,378,273  $13,114,137  $5,167,082 
             
 The accompanying notes are an integral part of these financial statements.            

 
  Year Ended December 31, 
  2011  2010  2009 
 CASH FLOWS FROM OPERATING ACTIVITIES         
 Net Income $40,611,492  $6,917,300  $2,798,952 
 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities            
 Depletion of Oil and Gas Properties  40,815,426   16,884,563   4,250,983 
 Depreciation and Amortization  298,137   176,595   91,794 
 Amortization of Debt Issuance Costs  430,760   455,302   459,343 
 Accretion of Discount on Asset Retirement Obligations  56,055   21,755   8,082 
 Deferred Income Taxes  26,833,000   4,419,000   1,466,000 
 Net (Gain) Loss on Sale of Available for Sale Securities  (215,092)  58,524   - 
 Unrealized (Gain) Loss on Derivative Instruments  (3,072,229)  14,545,477   363,414 
 Amortization of Deferred Rent  (19,795)  (18,573)  (18,573)
 Share - Based Compensation Expense  6,164,324   3,566,133   1,213,292 
 Changes in Working Capital and Other Items:            
 Increase in Trade Receivables  (29,385,183)  (15,008,636)  (4,996,070)
 Decrease in Other Receivables  -   -   874,453 
 Increase in Prepaid Expenses  (140,726)  (202,089)  (72,052)
 Decrease (Increase) in Other Current Assets  158,507   (274,653)  (158,334)
 Increase in Accounts Payable  2,486,667   42,080,670   4,484,724 
 Increase (Decrease) in Accrued Expenses  128,183   (314,148)  (953,098)
 Net Cash Provided by Operating Activities  85,149,526   73,307,220   9,812,910 
             
 CASH FLOWS FROM INVESTING ACTIVITIES            
 Purchases of Oil and Gas Properties and Development Capital Expenditures  (341,363,955)  (180,400,555)  (47,061,666)
 Advances to Operators  (4,304,824)  (11,771,616)  (1,449,485)
 Proceeds from Sale of Oil and Gas Properties  5,027,162   297,877   - 
 Proceeds from Sale of Available for Sale Securities  58,606,328   34,699,651   800,000 
 Purchase of Available for Sale Securities  (18,381,690)  (48,679,264)  (24,106,294)
 Purchase of Other Equipment and Furniture  (450,822)  (2,039,543)  (31,256)
 Net Cash Used for Investing Activities  (300,867,801)  (207,893,450)  (71,848,701)
             
 CASH FLOWS FROM FINANCING ACTIVITIES            
 Advances on Revolving Credit Facility  79,900,000   5,300,000   29,750,000 
 Repayments on Revolving Credit Facility  (10,000,000)  (5,300,000)  (29,750,000)
 Payments on Line of Credit  -   (834,492)  (816,228)
 (Decrease) Increase in Subordinated Notes, net  -   (500,000)  500,000 
 Debt Issuance Costs Paid  (449,837)  (395,355)  (1,190,061)
 Repurchase of Common Stock  (1,081,132)  -   - 
 Proceeds from Exercise of Warrants  1,500,000   -   - 
 Proceeds from the Issuance of Common Stock - Net of Issuance Costs  -   282,193,406   68,994,736 
 Proceeds from Exercise of Stock Options  18,130   -   - 
 Net Cash Provided by Financing Activities  69,887,161   280,463,559   67,488,447 
 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS  (145,831,114)  145,877,329   5,452,656 
             
 CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD  152,110,701   6,233,372   780,716 
             
 CASH AND CASH EQUIVALENTS – END OF PERIOD $6,279,587  $152,110,701  $6,233,372 
             
             
 Supplemental Disclosure of Cash Flow Information            
 Cash Paid During the Period for Interest $286,710  $169,232  $624,717 
 Cash Paid During the Period for Income Taxes $2,300  $-  $- 
             
 Non-Cash Financing and Investing Activities:            
 Purchase of Oil and Gas Properties through Issuance of Common Stock $-  $12,679,422  $1,115,738 
 Payment of Compensation through Issuance of Common Stock $19,278,461  $8,733,215  $1,213,292 
 Capitalized Asset Retirement Obligations $401,241  $232,258  $137,222 
 Cashless Exercise of Stock Options $-  $-  $518,000 
 Fair Value of Warrants Issued for Debt Issuance Costs $-  $-  $221,153 
 Non-Cash Compensation Capitalized in Oil and Gas Properties $13,114,137   $5,167,082  $1,226,162 
 Payment of Debt Issuance Costs through Issuance of Common Stock $-  $-  $475,200 
             
 The accompanying notes are an integral part of these financial statements.            

 


 
F-6
 

NORTHERN OIL AND GAS, INC.
STATEMENTSTATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2012, 2011, 2010, AND 20092010

 Common Stock  Additional Paid-In  Accumulated Other Comprehensive Income  Retained Earnings (Accumulated  Total Stockholders’  Common Stock  Additional Paid-In  Accumulated Other Comprehensive Income  Retained  Total Stockholders’ 
 Shares  Amount  Capital  (Loss)  Deficit)  Equity 
Balance – December 31, 2008  34,120,103  $34,121  $51,692,776  $(240,774) $(1,957,060) $49,529,063 
                        
Issuance of Common Stock  9,790,941   9,791   76,433,911   -   -   76,443,702 
                        
Warrants Issued Included in Debt Issuance Costs  -   -   221,153   -   -   221,153 
                        
Share Based Compensation  -   -   366,690   -   -   366,690 
                        
Net Change in Cash Flow Hedge Derivatives  -   -   -   (1,483,639)  -   (1,483,639)
                        
Unrealized Gain on Short-Term Investments  -   -   -   (486,207)  -   (486,207)
                        
Costs of Capital Raise  -   -   (3,785,264)  -   -   (3,785,264)
                        
Income Tax Provision for Share Based Compensation  -   -   (45,000)  -   -   (45,000)
                        
Net Income  -   -   -   -   2,798,952   2,798,952 
                         Shares  Amount  Capital  (Loss)  Earnings  Equity 
Balance - December 31, 2009  43,911,044  $43,912  $124,884,266  $(2,210,620) $841,892  $123,559,450   43,911,044  $43,912  $124,884,266  $(2,210,620) $841,892  $123,559,450 
                                                
Issuance of Common Stock  18,218,380   18,217   299,841,519   -   -   299,859,736   18,218,380   18,217   299,841,519   -   -   299,859,736 
                                                
Share Based Compensation  -   -   4,439,101   -   -   4,439,101   -   -   4,439,101   -   -   4,439,101 
                                                
Net Change in Cash Flow Hedge Derivatives  -   -   -   711,554   -   711,554   -   -   -   711,554   -   711,554 
                                                
Net Change in Unrealized Gain(Loss) on Short-term Investments  -   -   -   553,135   -   553,135   -   -   -   553,135   -   553,135 
                                                
Cost of Capital Raises  -   -   (692,794)  -   -   (692,794)  -   -   (692,794)  -   -   (692,794)
                                                
Income Tax Provision for Share Based Compensation  -   -   12,000   -   -   12,000   -   -   12,000   -   -   12,000 
                                                
Net Income  -   -   -   -   6,917,300   6,917,300   -   -   -   -   6,917,300   6,917,300 
                                                
Balance - December 31, 2010  62,129,424  $62,129  $428,484,092  $(945,931) $7,759,192  $435,359,482   62,129,424  $62,129  $428,484,092  $(945,931) $7,759,192  $435,359,482 
                                                
Net Issuance of Common Stock  1,200,997   1,201   4,770,710   -   -   4,771,911   1,200,997   1,201   4,770,710   -   -   4,771,911 
                                                
Share Based Compensation  -   -   14,943,548   -   -   14,943,548   -   -   14,943,548   -   -   14,943,548 
                                                
Net Change in Cash Flow Hedge Derivatives  -   -   -   709,776   -   709,776   -   -   -   709,776   -   709,776 
                                                
Net Change in Unrealized Gain(Loss) on Short-term Investments  -   -   -   173,846   -   173,846   -   -   -   173,846   -   173,846 
                                                
Net Income  -   -   -   -   40,611,492   40,611,492   -   -   -   -   40,611,492   40,611,492 
                                                
Balance - December 31, 2011  63,330,421  $63,330  $448,198,350  $(62,309) $48,370,684  $496,570,055   63,330,421  $63,330  $448,198,350  $(62,309) $48,370,684  $496,570,055 
                                                
Net Issuance of Common Stock  202,201   202   (1,491,960)  -   -   (1,491,758)
                        
Share Based Compensation  -   -   18,760,030   -   -   18,760,030 
                        
Net Change in Cash Flow Hedge Derivatives  -   -   -   62,309   -   62,309 
                        
Net Income  -   -   -   -   72,284,624   72,284,624 
                        
Balance - December 31, 2012  63,532,622  $63,532  $465,466,420  $-  $120,655,308  $586,185,260 
                        
The accompanying notes are an integral part of these financial statements.The accompanying notes are an integral part of these financial statements.                     The accompanying notes are an integral part of these financial statements.                     


 

 
F-7
 

NOTES TO FINANCIAL STATEMENTS
 
DECEMBER 31, 20112012
 
NOTE 1     ORGANIZATION AND NATURE OF BUSINESS

Northern Oil and Gas, Inc. (the “Company,” “Northern,” “our” and words of similar import), a Minnesota corporation, is an independent energy company engaged in the acquisition, exploration, exploitation, development and developmentproduction of crude oil and natural gas properties.  The Company’s common stock trades on the NYSE Amex Equities MarketMKT market under the symbol “NOG”.

The Company acquires interests inNorthern’s principal business is crude oil and natural gas acreageexploration, development, and drilling projects, primarilyproduction with operations in North Dakota and Montana that primarily target the Bakken and Three Forks formations.  In addition to developing its acreageformations in the Williston Basin of the United States.  The Company acquires leasehold interests that comprise of non-operated working interests in wells and in drilling projects within its area of operations.  As of December 31, 2011,2012, approximately 31%50% of our 168,843Northern’s 179,131 total net mineral acres were developed.  As of December 31, 2010,2011, approximately 14%31% of our 153,170Northern’s 168,843 total net mineral acres were developed.


NOTE 2     SIGNIFICANT ACCOUNTING POLICIES
 
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  In connection with preparing the financial statements for the year ended December 31, 2011,2012, the Company has evaluated subsequent events for potential recognition and disclosure through the date of this filing and determined that there were no subsequent events except for what has been disclosed in Note 5, which required recognition or disclosure in the financial statements.
 
Use of Estimates
 
The preparation of financial statements under GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  The most significant estimates relate to proved crude oil and natural gas reserve volumes, future development costs, estimates relating to certain crude oil and natural gas revenues and expenses, fair value of derivative instruments, fair value of certain investments, and deferred income taxes.  Actual results may differ from those estimates.
 
Cash and Cash Equivalents
 
Northern considers highly liquid investments with insignificant interest rate risk and original maturities to the Company of three months or less to be cash equivalents.  Cash equivalents consist primarily of interest-bearing bank accounts and money market funds.  The Company’s cash positions represent assets held in checking and money market accounts.  These assets are generally available on a daily or weekly basis and are highly liquid in nature.  Due to the balances being greater than $250,000, the Company does not have FDIC coverage on the entire amount of bank deposits.  The companyCompany believes this risk is minimal.  In addition, the Company is subject to Security Investor Protection Corporation (SIPC) protection on a vast majority of its financial assets.
 
Short-Term InvestmentsAccounts Receivable
 
All United States Treasuries that were included in short-term investments were considered available-for-saleAccounts receivable are carried on a gross basis, with no discounting. The Company regularly reviews all aged accounts receivable for collectability and were carried at fair value.  establishes an allowance as necessary for individual customer balances.  No allowance for doubtful accounts was recorded for the years ended December 31, 2012 and 2011.
Advances to Operators
The short-term investments were considered current assets due their maturity term or the Company’s ability and intent to use them to fund current operations.  The unrealized gains and losses related to these securities were included in accumulated other comprehensive income.   The realized gains and losses related to these securities are included in other income (expense)Company participates in the statementdrilling of income.crude oil and natural gas wells with other working interest partners.  Due to the capital intensive nature of crude oil and natural gas drilling activities, the working interest partner responsible for conducting the drilling operations may request advance payments from other working interest partners for their share of the costs.  The Company expects such advances to be applied by working interest partners against joint interest billings for its share of drilling operations within 90 days from when the advance is paid.

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Other Property and Equipment
 
Property and equipment that are not crude oil and natural gas properties are recorded at cost and depreciated using the straight-line method over their estimated useful lives of three to fifteen years.  Expenditures for replacements, renewals, and betterments are capitalized.  Maintenance and repairs are charged to operations as incurred.  Long-lived assets, other than crude oil and natural gas properties, are evaluated for impairment to determine if current circumstances and market conditions indicate the carrying amount may not be recoverable.  Northern has not recognized any impairment losses on non-crude oil and natural gas long-lived assets.  Depreciation expense was $409,888, $298,137, $176,595, and $91,794$176,595 for the years ended December 31, 2012, 2011, and 2010, and 2009.
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respectively.
 
Full Cost Method

Northern follows the full cost method of accounting for crude oil and natural gas operations whereby all costs related to the exploration and development of crude oil and natural gas properties are initially capitalized into a single cost center (“full cost pool”).  Such costs include land acquisition costs, geological and geophysical expenses, carrying charges on non-producing properties, costs of drilling directly related to acquisition, and exploration activities.  Internal costs that are capitalized are directly attributable to acquisition, exploration and development activities and do not include costs related to the production, general corporate overhead or similar activities.  Costs associated with production and general corporate activities are expensed in the period incurred. Capitalized costs are summarized as follows for the years ended December 31, 2012, 2011, 2010, and 2009:2010:
 
 Year Ended December 31,  Year Ended December 31, 
 2011  2010  2009  2012  2011  2010 
Capitalized Certain Payroll and Other Internal Costs $16,952,995  $6,559,741  $2,616,262  $8,477,678  $16,952,995  $6,559,741 
Capitalized Interest Costs  405,984   59,711   624,717   5,929,473   405,984   59,711 
Total $17,358,979  $6,619,452  $3,240,979  $14,407,151  $17,358,979  $6,619,452 

As of December 31, 2011,2012, the Company held leasehold interests in the Williston Basin on acreage located in North Dakota and Montana targeting the Bakken and Three Forks formations.  Additionally, Northern held leasehold acreage in Yates County, New York that targets Trenton/Black River, Marcellus and Queenstown-Medina formations.

Proceeds from property sales will generally be credited to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between capitalized costs and the proved reserves attributable to these costs.  A significant alteration would typically involve a sale of 25% or more of the proved reserves related to a single full cost pool.  In the years ended December 31, 2012, 2011, and 2010, the Company sold acreage and productioninterests in producing properties for $908,000, $5.0 million and $298,000, respectively.  The proceeds for these sales were applied to reduce the capitalized costs of crude oil and natural gas properties. There were no property sales for the year ended December 31, 2009.

Capitalized costs associated with impaired properties and capitalized cost related to properties having proved reserves, plus the estimated future development costs and asset retirement costs, are depleted and amortized on the unit-of-production method based on the estimated gross proved reserves as determined by independent petroleum engineers.  The costs of unproved properties are withheld from the depletion base until such time as they are either developed or abandoned.  When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion and full cost ceiling calculations.  For the years ended December 31, 2012, 2011, and 2010, the Company includedtransferred into the full cost pool costs related to expired leases of $7.1 million, $9.0 million, and $1.6 million, of costs related to expired leases.respectively.

Capitalized costs of crude oil and natural gas properties (net of related deferred income taxes) may not exceed an amount equal to the present value, discounted at 10% per annum, of the estimated future net cash flows from proved crude oil and natural gas reserves plus the cost of unproved properties (adjusted for related income tax effects).  Should capitalized costs exceed this ceiling, impairment is recognized.  The present value of estimated future net cash flows is computed by applying the 12-month average price of crude oil and natural gas to estimated future production of proved crude oil and natural gas reserves as of period-end, less estimated future expenditures to be incurred in developing and producing the proved reserves and assuming continuation of existing economic conditions.  Such present value of proved reserves’ future net cash flows excludes future cash outflows associated with settling asset retirement obligations that have been accrued on the balance sheet.  Should this comparison indicate an excess carrying value, the excess is charged to earnings as an impairment expense.  As of December 31, 2011,2012, the Company has not realized any impairment of its properties.
 
 
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Asset Retirement Obligations

Asset retirement obligation is included in other noncurrent liabilities and relates to future costs associated with the plugging and abandonment of crude oil and natural gas wells, removal of equipment and facilities formfrom leased acreage and returning the land to its original condition.  Estimates are based on estimated remaining lives of those wells based on reserve estimates, external estimates to plug and abandon the wells in the future, inflation, credit adjusted discount rates and federal and state regulatory requirements.  The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset.
 
Debt Issuance Costs

TheAt December 31, 2012, the Company has incurred directcapitalized debt issuance costs related toof $5.8 million in connection with the revolving credit facility and $8.8 million in connection with the senior unsecured notes (see Note 5) of $2.7 million.  The.  These debt issuance costs are being amortized over the term of the credit facility.related financing using the straight-line method, which approximates the effective interest method.

The amortization of debt issuance costs for the years ended December 31, 2012, 2011 and 2010 was $1,527,194, $430,760 and 2009 was $430,760, $455,302, and $459,343, respectively.
 
Revenue Recognition
 
The Company recognizes crude oil and natural gas revenues from its interests in producing wells when production is delivered to, and title has transferred to, the purchaser and to the extent the selling price is reasonably determinable.  Northern uses the sales method of accounting for natural gas balancing of natural gas production and would recognize a liability if the existing proved reserves were not adequate to cover any imbalance situation.  As of December 31, 2012, 2011 2010 and 2009,2010, the Company’s natural gas production was in balance, meaning its cumulative portion of natural gas production taken and sold from wells in which it has an interest equaled its entitled interest in natural gas production from those wells.
 
Concentrations of Market and Credit Risk
The future results of the Company’s crude oil and natural gas operations will be affected by the market prices of crude oil and natural gas.  The availability of a ready market for crude oil and natural gas products in the future will depend on numerous factors beyond the control of the Company, including weather, imports, marketing of competitive fuels, proximity and capacity of crude oil and natural gas pipelines and other transportation facilities, any oversupply or undersupply of crude oil, natural gas and liquid products, the regulatory environment, the economic environment, and other regional and political events, none of which can be predicted with certainty.
The Company operates in the exploration, development and production sector of the crude oil and natural gas industry.  The Company’s receivables include amounts due from purchasers of its crude oil and natural gas production.  While certain of these customers are affected by periodic downturns in the economy in general or in their specific segment of the crude oil or natural gas industry, the Company believes that its level of credit-related losses due to such economic fluctuations has been and will continue to be immaterial to the Company’s results of operations over the long-term.  Trade receivables are generally not collateralized.
The Company manages and controls market and counterparty credit risk. In the normal course of business, collateral is not required for financial instruments with credit risk. Financial instruments which potentially subject the Company to credit risk consist principally of temporary cash balances and derivative financial instruments. The Company maintains cash and cash equivalents in bank deposit accounts which, at times, may exceed the federally insured limits. The Company has not experienced any significant losses from such investments. The Company attempts to limit the amount of credit exposure to any one financial institution or company. The Company believes the credit quality of its customers is generally high. In the normal course of business, letters of credit or parent guarantees may be required for counterparties which management perceives to have a higher credit risk.

Stock-Based Compensation

The Company records expense associated with the fair value of stock-based compensation.  For fully vested stock and restricted stock grants the Company calculates the stock based compensation expense based upon estimated fair value on the date of grant.  For stock options, the Company uses the Black-Scholes option valuation model to calculate stock based compensation at the date of grant.  Option pricing models require the input of highly subjective assumptions, including the expected price volatility.  Changes in these assumptions can materially affect the fair value estimate.
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Stock Issuance

The Company records the stock-based compensation awards issued to non-employees and other external entities for goods and services at either the fair market value of the goods received or services rendered or the instruments issued in exchange for such services, whichever is more readily determinable.

Income Taxes
 
Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is “more likely than not” that some component or all of the benefits of deferred tax assets will not be realized.  No valuation allowance has been recorded as of December 31, 20112012 and 2010.2011.

Net Income Per Common Share

Basic earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator).  Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period.  Potential common shares include stock options and warantswarrants and restricted stock.  The number of potential common shares outstanding relating to stock options and warrants and restricted stock is computed using the treasury stock method.

The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the years ended December 31, 2012, 2011 2010 and 20092010 are as follows:

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 Year Ended December 31,  Year Ended December 31, 
 2011  2010  2009  2012  2011  2010 
Weighted average common shares outstanding – basic  61,789,289   50,387,203   36,705,267   62,485,836   61,789,289   50,387,203 
Plus: Potentially dilutive common shares                        
Stock options, warrants, and restricted stock  406,051   391,042   171,803   383,243   406,051   391,042 
Weighted average common shares outstanding – diluted  62,195,340   50,778,245   36,877,070   62,869,079   62,195,340   50,778,245 
Restricted stock excluded from EPS due to the anti-dilutive effect  29,876   -   37,065   18,348   29,876   - 

As of December 31, 2012, 2011 2010 and 2009,2010, potentially dilutive shares from stock options were 251,963, 262,463 265,293 and 300,000,265,293, respectively.  These options are all exercisable at December 31, 2012, 2011 2010 and 2009,2010, at an exercise price of $5.18.
 
The Company also has potentially dilutive shares from restricted stock grants outstanding of 777,437, 1,216,992 1,135,622 and 325,3301,135,622, at December 31, 2012, 2011, and 2010, and 2009.respectively.
 
In addition, as of December 31, 2010, and 2009, there were 300,000 warrants that were issued in conjunction with the February 2009 revolving credit facility with CIT that remained outstanding and exercisable.  The warrants were exercised at a price of $5.00 per share in January 2011.
 
Derivative Instruments and Price Risk Management
 
We useThe Company uses derivative instruments from time to time to manage market risks resulting from fluctuations in the prices of crude oil.  We may periodically enterThe Company enters into derivative contracts, including price swaps, caps and floors, which require payments to (or receipts from) counterparties based on the differential between a fixed price and a variable price for a fixed quantity of crude oil without the exchange of underlying volumes.  The notional amounts of these financial instruments are based on expected production from existing wells.  We have,The Company has, and may continue to use exchange traded futures contracts and option contracts to hedge the delivery price of crude oil at a future date.
 
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On November 1, 2009, due to the volatility of price differentials in the Williston Basin, wethe Company de-designated all derivatives that were previously classified as cash flow hedges and in addition, we havethe Company has elected not to designate any subsequent derivative contracts as accounting hedges.  As such, all derivative positions are carried at their fair value on the balance sheet and are marked-to-market at the end of each period.  Any realized gains and losses are recorded to lossgain (loss) on settled derivatives and unrealized mark-to-market gains or losses are recorded to unrealized gain (loss) on mark-to-market of derivative instruments on the statementstatements of income and comprehensive income  rather than as a component of accumulated other comprehensive income (loss) or other income (expense).  See Note 15 for a description of the derivative contracts which the Company executed during 2011 and 2010.has entered into.

Prior to November 1, 2009, the Company, at the inception of a derivative contract, we designated the derivative as a cash flow hedge.  For all derivatives designated as cash flow hedges, wethe Company formally documented the relationship between the derivative contract and the hedged items, as well as the risk management objective for entering into the derivative contract.  To be designated as a cash flow hedge transaction, the relationship between the derivative and the hedged items must be highly effective in achieving the offset of changes in cash flows attributable to the risk both at the inception of the derivative and on an ongoing basis.  WeThe Company historically measured hedge effectiveness on a quarterly basis and hedge accounting would be discontinued prospectively if it determined that the derivative iswas no longer effective in offsetting changes in the cash flows of the hedged item.  Gains and losses deferred in accumulated other comprehensive income (loss) related to cash flow hedge derivatives that become ineffective remain unchanged until the related production iswas delivered.  If we determinethe Company determines that it iswas probable that a hedged forecasted transaction willwould not occur, deferred gains or losses on the derivative arewere recognized in earnings immediately.

Derivatives, historically, were recorded on the balance sheet at fair value and changes in the fair value of derivatives were recorded each period in current earnings or other comprehensive income (loss), depending on whether a derivative was designated as part of a hedge transaction and, if it was, depending on the type of hedge transaction.  OurThe Company’s derivatives historically consisted primarily of cash flow hedge transactions in which we werethe Company was hedging the variability of cash flows related to a forecasted transaction.  Period to period changes in the fair value of derivative instruments designated as cash flow hedges were reported in accumulated other comprehensive income (loss) and reclassified to earnings in the periods in which the hedged item impacts earnings.  The ineffective portion of the cash flow hedges were reflected in current period earnings as gain or loss from derivatives.  Gains and losses on derivative instruments that did not qualify for hedge accounting were included in income or loss from derivatives in the period in which they occur.  The resulting cash flows from derivatives were reported as cash flows from operating activities.
 
Impairment
 
Long-lived assets to be held and used are required to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  Crude oil and natural gas properties accounted for using the full cost method of accounting (which the Company uses) are excluded from this requirement but continue to be subject to the full cost method’s impairment rules.  There was no impairment identified at December 31, 2012, 2011, 2010, and 2009.2010.
 
New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by FASB that are adopted by the Company as of the specified effective date.  If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

Presentation of Comprehensive IncomeRecently Adopted

In June 2011, the FASB issued Comprehensive Income (Topic 220) — Presentation of Comprehensive Income (ASU No. 2011-05). The guidance eliminates the option of presenting components of other comprehensive income as part of the statement of stockholders’ equity. The standard will allow the Company the option to present the total of comprehensive income, the components of net income and the components of other comprehensive income in either a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB issued Comprehensive Income (Topic 220) — Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (ASU No. 2011-12). The FASB indefinitely deferred the effective date for the guidance related to the presentation of reclassifications of items out of accumulated other comprehensive income by component in both the statement in which net income is presented and the statement in which other comprehensive income is presented. The standard, except for the portion that was indefinitely deferred, is effective for the Company on January 1, 2012, and must be applied retrospectively.  The Company is evaluating the effects of this standard on disclosure, but it will not impact the Company’s results of operations, financial position or cash flows.

Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs

— In May 2011, the FASB issued Fair Value Measurement (Topic 820) — Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSIFRSs (ASU No. 2011-04). The standard generally clarifies the application of, which provides clarifications regarding existing fair value measurement principles and disclosure requirements, on topics including the concepts of highest and best use and valuation premise and disclosing quantitative information about the unobservable inputs used in thealso specific new guidance for items such as measurement of instruments categorizedclassified within Level 3 ofstockholders’ equity.  These requirements were effective for interim and annual periods beginning after December 15, 2011.  The Company implemented the accounting and disclosure guidance effective January 1, 2012, and the implementation did not have a material impact on its financial statements.  For required fair value hierarchy. Additionally, the standard includes changes on topics such as measuring fair value of financial instruments that are managed within a portfolio and additional disclosure for fair value measurements categorized within Level 3 of the fair value hierarchy. This standard is effective for the Company on January 1, 2012. The standard will require additionalmeasurement disclosures, but it will not impact the Company’s results of operations, financial position or cash flows.see Note 13.


 
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Comprehensive Income — In June 2011, the FASB issued Comprehensive Income (Topic 220) — Presentation of Comprehensive Income (ASU No. 2011-05), which requires the presentation of the components of net income, the components of OCI and total comprehensive income in either a single continuous financial statement of comprehensive income or in two separate, but consecutive financial statements of net income and comprehensive income.  These updates do not affect the items reported in OCI or the guidance for reclassifying such items to net income.  These requirements were effective for interim and annual periods beginning after December 15, 2011.  The Company implemented the financial statement presentation guidance effective January 1, 2012.

Recently Issued

Balance Sheet Offsetting

 — In December 2011, the FASB issued Balance Sheet (Topic 210) — Disclosures about Offsetting Assets and Liabilities (ASU No. 2011-11), which updates the Codification to requirerequires disclosures regarding netting arrangements in agreements underlying derivatives, certain financial instruments and related collateral amounts, and the extent to which an entity’s financial statement presentation policies related to netting arrangements impact amounts recorded to the financial statements.  These updates to the disclosure requirements of the Codification do not affect the presentation of amounts in the balance sheet,sheets, and are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual reporting periods.  The Company does not expect the implementation of this disclosure guidance to have a material impact on its financial statements.

NOTE 3     SHORT-TERM INVESTMENTS
 
All United States Treasuries that arewere included in short-term investments arewere considered available-for-sale and arewere carried at fair value.  The short-term investments were considered current assets due to their maturity term or the company’s ability and intent to use them to fund current operations.  The unrealized gains and losses related to these securities were included in accumulated other comprehensive income (loss).  The realized gains and losses related to these securities are included in other income in the statementstatements of comprehensive income.
 
At December 31, 2011, theThe Company held no short-term investments.  The following is a summary of the Company’s short-term investments as ofat December 31, 2010:2012 and 2011.
 
        Fair Market 
  Cost at     Value at 
  December 31,  Unrealized  December 31, 
  2010  (Loss)  2010 
United States Treasuries $40,009,546  $(282,846) $39,726,700 
             
For the year ended December 31, 2011, the Company realized gains of $215,092 on the sale of short-term investments.  For the year ended December 31, 2010, the Company realized losses of $58,524 on the sale of short-term investments.   There were no realized gains and losses on the sale of short-term investments for the year ended December 31, 2009.
The Company reviews these investments on a quarterly basis to determine if it is probable that the Company will realize some portion of the unrealized loss.  In determining if the difference between cost and estimated fair value of the short-term investments was deemed either temporary or other-than-temporary impairment, the Company evaluated each type of short-term investment using a set of criteria including decline in value, duration of the decline, period until anticipated recovery, nature of investment, probability of recovery, financial condition and near-term prospects of the issuer, the Company’s intent and ability to retain the investment, attributes of the decline in value, status with rating agencies, status of principal and interest payments and any other issues related to the underlying securities.  The Company determined the decline in the fair values in all of the short-term investments were temporary as of December 31, 2010.
 
NOTE 4     CRUDE OIL AND NATURAL GAS PROPERTIES
 
The value toof the Company’s crude oil and natural gas properties consists of all acreage acquisition costs (including cash expenditures and the value of stock consideration), drilling costs and other associated capitalized costs.  Acquisitions are accounted for as purchases and, accordingly, the results of operations are included in the accompanying statements of income and comprehensive income from the closing date of the acquisition.  Purchase prices are allocated to acquired assets based on their estimated fair value at the time of the acquisition.  In the past, acquisitions have been funded with internal cash flow, bank borrowings and the issuance of equity securities.  Purchases of properties and development capital expenditures that were in accounts payable and not yet paid in cash at December 31, 2012 and 2011 were approximately $92 million and $106 million, respectively.

Certain acquisitions in 2010 and 2009 were purchased using the services of, or purchased from, parties considered to be related to the Company or the Company’s Chief Executive Officer, Michael L. Reger.  No suchReger (see Note 7).  Subsequent to 2010, no acquisition transactions occurred during 2011.  See Note 7.have been purchased using the services of, or purchased from, parties considered to be related to the Company or the Company’s Chief Executive Officer.  All transactions involving related parties were approved by the Company’s board of directors or audit committee.
 

 
 
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2012 Acquisitions
During 2012, the Company acquired approximately 17,590 net acres, for an average cost of approximately $1,788 per net acre, in its key prospect areas in the form of effective leases, and earned an additional 6,450 net acres through farm-in arrangements.
 
2011 Acquisitions
 
During 2011, the Company acquired approximately 43,239 net mineral acres, for an average cost of approximately $1,832 per net acre, in all of its key prospect areas in the form of both effective leases and top-leases.leases.
 
2010 Acquisitions
 
During 2010, the Company acquired approximately 56,858 net mineral acres, for an average cost of approximately $1,043 per net acre, in all of its key prospect areas in the form of both effective leases and top-leases.leases.
 
During 2010, the Company acquired acreage using common stock for a portion of the acquisition cost.  A summary of the significant transactions is as follows:
 
Date Net Acres Acquired  Common Stock Issued  Fair Value of Common Stock Issued  Cash Consideration  Total Consideration 
June 2010  3,498   382,645  $5,360,856  $741,464  $6,102,320 
July 2010  3,352   444,186  $6,529,534   -  $6,529,534 

In December of 2010, the Company acquired a 50% working interest from Slawson Exploration Company, Inc. (“Slawson”) in approximately 14,538 net acres in Richland County, Montana for approximately $1.7 million in cash.  That acquisition accounted for approximately 12.8% of the total number of net acres the Company acquired during 2010.  No other acquisition involved more than 10% of the total acreage the Company acquired during the year.
 
Divestitures

In November 2009, the Company agreed to participate in the exploration and development of Slawson’s Anvil project in Roosevelt and Sheridan Counties, Montana and Williams County, North Dakota.  In April 2011, the Company sold its interest in the Anvil project for $5.0 million.  As of the date of sale, the Company’s cost basis in the Anvil project was $1.8 million.  The Company sold its interest in the project along with Slawson, who also desired to sell its entire interest in the project.  Slawson had drilled and completed one well in the project area prior to the divestiture – the Mayhem #1-19H well – and the Company retained its interest in that wellbore in connection with the divestiture. The proceeds from the sale were applied to reduce the capitalized costs of crude oil and natural gas properties.  In the fourth quarter of 2012, the Company sold its interest in certain North Dakota and Montana properties covering 835 net acres for $0.9 million in consideration.

From time-to-time the Company may also trade leasehold interests with operators to balance working interests in spacing units to facilitate and encourage a more expedited development of the Company’s acreage.

Unproved Properties
 
Unproved properties not being amortized comprise approximately 117,00063,000 net acres and 132,000117,000 net acres of undeveloped leasehold interests at December 31, 20112012 and 2010,2011, respectively.  The Company believes that the majority of its unproved costs will become subject to depletion within the next five years by proving up reserves relating to the acreage through exploration and development activities, by impairing the acreage that will expire before the Company can explore or develop it further or by determining that further exploration and development activity will not occur.  The timing by which all other properties will become subject to depletion will be dependent upon the timing of future drilling activities and delineation of its reserves.
 
Excluded costs for unproved properties are accumulated by year. Costs are reflected in the full cost pool as the drilling costsproperties are incurredproved or as costs are evaluated and deemed impaired.  The Company anticipates these excluded costs will be included in the depletion computation over the next five years.  The Company is unable to predict the future impact on depletion rates.   The following is a summary of capitalized costs excluded from depletion at December 31, 20112012 by year incurred.
 

 
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 Year Ended December 31,  Year Ended December 31, 
 2011  2010  2009  Prior Years  2012  2011  2010  Prior Years 
Property Acquisition $46,814,712  $50,613,193  $14,773,003  $25,565,530   18,629,120  $33,133,410  $16,868,094  $14,103,615 
Development  18,465   -   -   -   193,017   -   -   - 
Total $46,833,177  $50,613,193  $14,773,003  $25,565,530   18,822,137  $33,133,410  $16,868,094  $14,103,615 

All properties that are not classified as proved properties are considered unproved properties and, thus, the costs associated with such properties are not subject to depletion.  Once a property is classified as proved, all associated acreage and drilling costs are subject to depletion.
 
The Company historically has acquired its properties by purchasing individual or small groups of leases directly from mineral owners or from landmen or lease brokers, which leases historically have not been subject to specified drilling projects, and by purchasing lease packages in identified project areas controlled by specific operators.  The Company generally participates in drilling activities by electing whether to participate in each well on a well-by-well basis at the time wells are proposed for drilling, with the exception of the defined drilling projects with Slawson described below.
 
As of December 31, 2011,2012, the Company was participating in three defined drilling projects with Slawson, with participation interests ranging between 4.5% and 50%, covering an aggregate of approximately 17,40019,467 net acres of leasehold interests held by the Company.  The areas cover the Windsor project area (4.5% participation interest), which includes approximately 2,7002,063 net acres held by the Company, primarily located in Mountrail and surrounding counties of North Dakota.  The South West Big Sky project (20% participation interest) includes approximately 3,9005,449 total net acres held by the Company in Richland County, Montana.  The Lambert project (50% participation interest) includes approximately 10,80011,955 net acres held by the Company in Richland County, Montana.  Purchases of properties and development capital expenditures that were in accounts payable and not yet paid in cash at December 31, 2011 were approximately $106 million.

NOTE 5     REVOLVING CREDIT FACILITY AND LONG TERM DEBT
 
Revolving Credit Facility

In February 2009,
As of December 31, 2011, the Company completed the closing ofmaintained a $500 million revolving credit facility with CIT that provided up to a maximum principal amount of $25 million of working capital for exploration and production operations.
In May 2010, the Company completed the assignment of its revolving credit facility to Macquarie Bank Limited (“Macquarie”) from CIT.  In connection with the assignment the Company and Macquarie entered into an Amended and Restated Credit Agreement governing the facility.
In August 2011, the Company and Macquarie entered into a Second Amended and Restated Credit Agreement (the “Restated Credit Agreement”) governing the Company’s credit facility (the “Credit Facility”).  The Credit Facility provides that the aggregate maximum credit may be increased in the future to up to $500 million and iswas secured by substantially all of the Company’s assets.its assets with a maturity of May 26, 2014.  The Company had $69.9 million of borrowings under Credit Facilitythat revolving credit facility at December 31, 2011 and no borrowings at December 31, 2010.2011.  At December 31, 2011, the Company had a borrowing base of $150 million, subject to a $120 million aggregate maximum credit amount then in effect.  As of December 31, 2011, there wasthat provided $50.1 million of availableadditional borrowing capacity under thisthat facility.

In February 2012, the Company entered into an amended and restated credit agreement providing for a revolving credit facility (the “Revolving Credit Facility”), which replaced its previous revolving credit facility with a syndicated facility.  The Revolving Credit Facility, which is netsecured by substantially all of the $69.9Company’s assets, provides for a commitment equal to the lesser of the facility amount or the borrowing base.  At December 31, 2012, the facility amount was $750 million, in borrowings.  Thethe borrowing base was $350 million and there was a $124 million outstanding balance, leaving $226 million of fundsborrowing capacity available under the facility.  Under the terms of the Revolving Credit Facility, the Company is limited to $500 million of permitted additional indebtedness, as defined, provided that the borrowing base will be re-determined semi-annually.reduced by 25% of the stated amount of any such permitted additional indebtedness.  The $300 million in Notes described below is “permitted additional indebtedness” as defined in the Revolving Credit Facility.

The Revolving Credit Facility terminatesmatures on May 26, 2014.  As of December 31, 2011 the Company’s borrowings were at an average rate of 2.78%.
The Company has the optionJanuary 1, 2017 and provides for a borrowing base subject to designate the reference rate of interestredetermination semi-annually each April and October and for each specific borrowingevent-driven unscheduled redeterminations.  Borrowings under the Revolving Credit Facility as amounts are advanced.  Borrowings based uponcan either be at the London Interbank OfferedAlternate Base Rate (“LIBOR”) will bear interest at a rate equal LIBOR(as defined) plus a spread ranging from 2.5%0.75% to 3.25% depending on1.75% or LIBOR borrowings at the percentage of borrowings base that is currently advanced.  Any borrowings not designated as being based uponAdjusted LIBOR will bear interest at a rate equal to the current prime rate published by the Wall Street Journal,Rate (as defined) plus a spread ranging from 2%1.75% to 2.5%, depending2.75%.  The applicable spread is dependent upon amount of borrowings relative to the borrowing base.  The Company may elect, from time to time, to convert all or any part of its LIBOR loans to base rate loans or to convert all or any of the base rate loans to LIBOR loans.  A commitment fee is paid on the percentage of borrowing base that is currently advanced.  The Company has the option to designate either pricing mechanism.  Interest payments are due under the Credit Facility in arrears, in the case of a loanundrawn balance based on an annual rate of either 0.375% or 0.50%.  At December 31, 2012, the commitment fee was 0.375% and the interest rate margin was 2.0% on LIBOR loans and 1.0% on the last day of the specified interest period and in the case of all other loans on the last day of each March, June, September and December.  All outstanding principal is due and payable upon termination of the Credit Facility.base rate loans.


 
 
F-14F-15
 


The Revolving Credit Facility contains negative covenants that limit the Company’s ability, among other things, to pay any cash dividends, incur additional indebtedness, sell assets, enter into certain hedging contracts, change the nature of its business or operations, merge, consolidate, or make investments. In addition, the Company is required to maintain a ratio of debt to EBITDAX (as defined in the credit agreement) of no greater than 3.54.0 to 1.0, maintain a ratio of EBITDAX to interest expense (as defined in the credit agreement) of not less that 3.0 to 1.0 and a current ratio (as defined in the credit agreement) of no less than 1.0 to 1.0.  The Company was in compliance with its covenants under the bank credit facilityRevolving Credit Facility at December 31, 2011.2012.

All of the Company’s obligations under the Revolving Credit Facility and the derivative instruments with Macquarie are secured by a first priority security interest in any and all assets of the Company.

Subsequent Event8.000% Senior Notes Due 2020

On May 18, 2012, the Company issued $300 million aggregate principal amount of 8.000% senior unsecured notes due June 1, 2020 (the “Notes”).  Interest is payable on the Notes semi-annually in arrears on each of June 1 and December 1, commencing December 1, 2012.  The Company currently does not have any subsidiaries and, as a result, the Notes will not be guaranteed initially.  Any subsidiaries the Company forms in the future may be required to unconditionally guarantee, jointly and severally, payment obligation under the Notes on a senior unsecured basis.  The issuance of these Notes resulted in net proceeds to the Company of approximately $291.2 million, which are in use to fund the Company’s exploration, development and acquisition program and for general corporate purposes (including repayment of borrowings that were outstanding under the Revolving Credit Facility at the time the Notes were issued).

At any time prior to June 1, 2015, the Company may redeem up to 35% of the Notes at a redemption price of 108% of the principal amount, plus accrued and unpaid interest to the redemption date, with the proceeds of certain equity offerings, so long as the redemption occurs within 180 days of completing such equity offering and at least 65% of the aggregate principal amount of the Notes remains outstanding after such redemption.  Prior to June 1, 2016, the Company may redeem some or all of the Notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make-whole premium and accrued and unpaid interest to the redemption date.  On and after June 1, 2016, the Company may redeem some or all of the Notes at redemption prices (expressed as percentages of principal amount) equal to 104% for the twelve-month period beginning on June 1, 2016, 102% for the twelve-month period beginning June 1, 2017 and 100% beginning on June 1, 2018, plus accrued and unpaid interest to the redemption date.

On February 28,May 18, 2012, in connection with the issuance of the Notes, the Company entered into an amendedIndenture (the “Indenture”), by and restated revolving bank facility, which replaced its previous bank credit facility.  among the Company and Wilmington Trust, National Association, as trustee (the “Trustee”).

The new facility, secured by substantially all ofIndenture restricts the Company’s assets, provides for an initial commitment equal to the lesser of the facility amountability to: (i) incur additional debt or the borrowing base. At February 28, 2012, the facility amount was $750 million, the borrowing base was $250 millionenter into sale and there was an outstanding balance of $147.5 million leaving $102.5 million of borrowing capacity available under the facility. The new bank credit facility provides for a borrowing baseleaseback transactions; (ii) pay distributions on, redeem or, repurchase equity interests; (iii) make certain investments; (iv) incur liens; (v) enter into transactions with affiliates; (vi) merge or consolidate with another company; and (vii) transfer and sell assets.  These covenants are subject to redetermination semi-annually each Aprila number of important exceptions and Octoberqualifications.  If at any time when the Notes are rated investment grade by both Moody’s Investors Service, Inc. and for event-driven unscheduled redeterminations.  The new bank groupStandard & Poor’s Ratings Services and no Default (as defined in the Indenture) has occurred and is comprisedcontinuing, many of a group of commercial banks, with no one bank holding more than 25% of the total facility.  The loan matures on January 1, 2017. Borrowings under the bank facility can either be at the Alternate Base Rate (as defined) plus a spread ranging from 0.75% to 1.75% or LIBOR borrowings at the Adjusted LIBO Rate (as defined) plus a spread ranging from 1.75% to 2.75%. The applicable spread is dependent upon borrowings relative to the borrowing base.  The Company may elect, from time to time, to convert all or any part of its LIBOR loans to base rate loans or to convert all or any of the base rate loans to LIBOR loans.  A commitment fee is paid on the undrawn balance based on an annual rate of 0.375% to 0.50%. At closing, the commitment fee was 0.50%such covenants will terminate and the interest rate margin was 2.25% onCompany and its LIBOR loans and 1.25% on its base rate loans.
subsidiaries (if any) will cease to be subject to such covenants.

The Indenture contains customary events of default, including:
·  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 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 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.
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NOTE 6     COMMON AND PREFERRED STOCK

The Company’s Articles of Incorporation authorize the issuance of up to 100,000,000 shares.  The shares are classified in two classes, consisting of 95,000,000 shares of common stock, par value $.001 per share, and 5,000,000 shares of preferred stock, par value $.001 per share.  The board of directors is authorized to establish one or more series of preferred stock, setting forth the designation of each such series, and fixing the relative rights and preferences of each such series.  The Company has neither designated nor issued any shares of preferred stock.

Common Stock

The following is a schedule of changes in the number of shares of common stock since the beginning of 2009:2010:
 
  Year Ended December 31, 
  2011  2010  2009 
Beginning balance  62,129,424   43,911,044   34,120,103 
Public offerings  -   16,042,500   8,750,000 
Stock based compensation  161,628   213,075   283,670 
Stock options exercised  3,500   22,314   100,000 
Restricted stock grants (Note 8)  786,263   1,058,000   361,330 
Stock issued in exchange for debt issuance costs  -   -   180,000 
Warrants exercised  300,000   -   - 
Issued for acreage purchases/acquisitions  -   882,491   128,097 
Share Adjustment related to Kentex Transaction  -   -   41,989 
Other Surrenders  (50,394)  -   (54,145)
Ending balance  63,330,421   62,129,424   43,911,044 
  Year Ended December 31, 
  2012  2011  2010 
Beginning Balance  63,330,421   62,129,424   43,911,044 
Public Offerings  -   -   16,042,500 
Stock Based Compensation  53,140   161,628   213,075 
Stock Options Exercised  10,500   3,500   22,314 
Restricted Stock Grants (Note 8)  837,239   786,263   1,058,000 
Warrants Exercised  -   300,000   - 
Issued for Acreage Purchases/Acquisitions  -   -   882,491 
Other Surrenders  (698,678)  (50,394)  - 
Ending Balance  63,532,622   63,330,421   62,129,424 

2012 Activity

In 2012, a director of the Company exercised an aggregate of 10,500 stock options granted in 2007.

In 2012, the Company issued 53,140 shares of common stock in aggregate to executives and employees of the Company as compensation for their services.  The shares were fully vested on the date of the grant.  The fair value of the stock issued was approximately $1.3 million.  The value of the stock was between $19.34 and $24.89 per share, the market value of the shares of common stock on the date the stock was issued.  The Company expensed approximately $0.5 million in share-based compensation related to these fully vested shares in the year ended December 31, 2012.  The remainder of fair value was capitalized into the full cost pool.

In 2012, 70,128 shares of common stock were surrendered by certain employees of the Company to cover tax obligations in connection with their restricted stock awards.  The total value of these shares was approximately $1.5 million, which was based on the market price on the date the shares were surrendered.
 
In 2012, 628,550 shares of common stock were surrendered by certain employees who terminated employment with the Company in connection with their restricted stock awards.
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2011 Activity

In January 2011, CIT exercised the 300,000 warrants that were issued as part of a prior revolving credit facility.  Total proceeds to the Company from the exercise of these warrants were $1.5 million.

In 2011, the Company issued 161,628 shares of common stock in aggregate to executives, employees and directors of the Company as compensation for their services.  The shares were fully vested on the date of the grant.  The fair value of the stock issued was approximately $4.3 million.  The value of the stock was between $17.81 and $27.98 per share, the market value of the shares of common stock on the date the stock was issued.  The Company expensed approximately $1.4 million in share-based compensation related to these fully vested shares in the year ended December 31, 2011.  The remainder of fair value was capitalized into the full cost pool.
F-17

In October 2011, a director of the Company exercised 3,500 stock options granted to him in 2007.

In 2011, 50,394 shares of common stock were surrendered by certain executivesemployees of the Company to cover tax obligations in connection with their restricted stock awards.  The total value of these shares was approximately $1.1 million, which was based on the market price on the date the shares were surrendered.
 
2010 Activity
 
In 2010, the Company issued 213,075 shares of common stock in aggregate to executives and employees of the Company as compensation for their services.  The shares were fully vested on the date of the grant.  The fair value of the stock issued was approximately $4.3 million.  The value of the stock was between $12.32 and $22.85 per share, the market value of the shares of common stock on the date the stock was issued.  The Company expensed approximately $1.7 million in share-based compensation related to these fully vested shares in the year ended December 31, 2010.  The remainder of fair value was capitalized into the full cost pool.
 
In April 2010, the Company entered into an underwriting agreement to sell 5,750,000 shares of common stock at a price of $15.00 less an underwriting discount of $0.60 per share for total net proceeds of approximately $82.8 million, after deducting underwriters’ discounts.  The Company incurred costs of $300,000 related to this offering.  These costs were netted against the proceeds of the offering through additional paid-in capital.
 
In November 2010, the Company entered into an underwriting agreement to sell 10,292,500 shares of common stock at a price of $20.25 less an underwriting discount of $0.81 per share for total net proceeds of approximately $200.1 million, after deducting underwriters’ discounts.  The Company incurred costs of $392,795 related to this offering.  These costs were netted against the proceeds of the offering through additional paid-in capital.
 
During 2010, the Company acquired leasehold interest using common stock for a portion of the acquisition cost.  A summary of these transactions is as follows:
 
Date Common Stock Issued  Fair Value of Common Stock Issued 
March 2010  10,287  $99,475 
June 2010  382,645   5,360,856 
June 2010  14,167   238,006 
July 2010  444,186   6,529,534 
July 2010  31,206   451,551 

2009 Activity
In 2009, the Company issued 283,670 shares of common stock in aggregate to executives, employees and directors of the Company as compensation for their services.  The shares were fully vested on the date of the grant.  The fair value of the stock issued was approximately $2.1 million.  The value of the stock was between $2.84 and $9.70 per share, the market value of the shares of common stock on the date the stock was issued.  The Company expensed approximately $1.0 million in share-based compensation related to these fully vested shares in the year ended December 31, 2009.  The remainder of fair value was capitalized into the full cost pool.
F-16
On February 27, 2009, the Company closed on a revolving credit facility with CIT Capital USA, Inc. (“CIT”).  As part of obtaining this credit facility agreement the Company entered into an engagement with Cynergy Advisors, LLC (Cynergy).  As part of the compensation for the work performed on obtaining the financing, Cynergy received 180,000 shares of restricted common stock of the Company.  The fair value of the restricted stock was $475,200 or $2.64 per share, the market value of a share of common stock on the date the financing closed.  The fair value of this stock was capitalized as debt issuance costs and is being amortized over the amended term of the financing. 
In June 2009, the Company completed a registered direct offering of 2,250,000 shares of common stock at a price of $6.00 per share for total gross proceeds of $13,500,000.  The Company incurred costs of $813,237 related to this offering.  These costs were netted against the proceeds of the offering through additional paid-in capital.
On October 26, 2009, the Company deposited 41,989 shares of common stock in a specially-designated shareholder account that had been previously-created to hold shares of its common stock represented by certificates that appear in our stock transfer records but were known to have been cancelled and their underlying shares transferred between July of 1987 and August of 1999.  An aggregate of 58,268 shares of the Company’s common stock is held in the specially-designated shareholder account, which, following a substantial review of all available historical stock transfer records, the Company concluded represents the maximum number of shares of the Company’s common stock that could potentially be released to shareholders who may be able to establish a valid claim to such shares due to previously unrecognized issues with the Company’s stock transfer records.  These shares are considered issued and outstanding and are included in the total number of shares outstanding disclosed on the cover page of this report.
On November 4, 2009, the Company completed a registered direct offering of 6,500,000 shares of common stock at a price of $9.12 per share for total gross proceeds of $59,280,000.  The Company incurred costs of $2,972,027 related to the offering.  These costs were netted against the proceeds of the offering through additional paid-in capital.
In December 2009, a director of the Company exercised 100,000 stock options granted to him in 2007.  The exercise of these options was completed through a cashless exercise whereas the company repurchased 52,061 of common shares to issue the common shares related to this option exercise.

During 2009, the Company acquired leasehold interest using common stock for a portion of the acquisition cost.  A summary of these transactions is as follows:
Date Common Stock Issued  Fair Value of Common Stock Issued 
April 2009  49,092  $224,879 
December 2009  79,005   890,859 

Stock Repurchase Program

In May 2011, the Company’s board of directors approved a stock repurchase program to acquire up to $150 million of the Company’s outstanding common stock.  The stock repurchase program will allow the Company to repurchase its shares from time to time in the open market, block transactions and in negotiated transactions.  The Company has not made any repurchases under this program to date.

Shelf Registration

In May 2010, the Company filed a shelf registration with the Securities and Exchange Commission to potentially offer securities which include debt securities or common stock.  The securities will be offered at prices and on terms to be determined at the time of sale.

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NOTE 7     RELATED PARTY TRANSACTIONS
The Company has purchased leasehold interests from South Fork Exploration, LLC (“SFE”) pursuant to a continuous lease program that coved specific agreed upon sections of townships and ranges in Burke, Divide, and Mountrail Counties of North Dakota where SFE previously acquired leasehold interests on the Company’s behalf.  The Company terminated this agreement with SFE.  This program differed from other arrangements where the Company may purchase specific leases in one-time, single closing transactions.  In 2009, the Company paid a total of $501,603 related to previously acquired leasehold interests.  In 2010, the Company paid a total of $5,000 related to previously acquired leasehold interests.  The Company made no payments to SFE in 2011.  Because each lessor separately negotiated its own desired royalty, SFE’s over-riding royalty interest varied from lease to lease.  The Company received a net revenue interest ranging from 80.25% to 82.5% net revenue interest in the acquired leases, which is net of royalties and overriding royalties.  SFE’s president is J.R. Reger, the brother of the Company’s Chief Executive Officer, Michael Reger.  J.R. Reger is also a shareholder in the Company.
The Company has also purchased leasehold interests from Montana Oil Properties (“MOP”).  In 2009, the Company paid MOP a total of $63,234 related to previously acquired leasehold interests.  In July 2010, the Company paid MOP a total of $269,821 for leases and reimbursement costs pertaining to two separate wells in Mountrail County, North Dakota. The Company made no payments to MOP in 2011.  MOP is controlled by Mr. Tom Ryan and Mr. Steven Reger, both are relatives of the Company’s Chief Executive Officer, Michael Reger.
 
Carter Stewart, a former director of the Company (until August 2011), owned a 25% interest in Gallatin Resources, LLC (“Gallatin”).  Legal counsel for Gallatin informed the Company that Mr. Stewart did not have the power to control Gallatin because each member of Gallatin has the right to vote on matters in proportion to their respective membership interest in the company and company matters are determined by a vote of the holders of a majority of membership interests.  Further, Mr. Stewart was neither an officer nor a director of Gallatin.  As such, Mr. Stewart did not have the ability to individually control company decisions for Gallatin.  In 2009, the Company paid Gallatin a total of $22,223 related to previously acquired leasehold interests.  In 2010, the Company paid Gallatin a total of $15,822 related to previously acquired leasehold interests.  In 2011, the Company paid Gallatin a total of approximately $6,500 related to previously acquired leasehold interests.  In 2012, the Company paid Gallatin a total of approximately $500 related to previously acquired leasehold interests.
F-18
 
The Company had a securities account with Morgan Stanley Smith Barney that was managed by Kathleen Gilbertson, a financial advisor with that firm who is the sister of the Company’s former president and former director, Ryan Gilbertson.  The Company closed this account in August 2011.
 
All transactions involving related parties were approved by the Company’s board of directors or Audit Committee.

NOTE 8     STOCK OPTIONS/STOCK-BASED COMPENSATION AND WARRANTS
 
On April 26, 2011, the board of directors approved an amendment and restatement of the Northern Oil and Gas, Inc. 2009 Equity Incentive Plan (the “Plan”), which was approved at the annual meeting of shareholders.  An additional 1,000,000 shares were authorized for grant under the Plan, resulting in an aggregate of 4,000,000 shares authorized for past and future grants under the Plan.  The Plan is intended to provide a means whereby the Company may be able, by granting stock options and shares of restricted stock,equity awards, to attract, retain and motivate capable and loyal employees, non-employee directors, consultants and advisors of the company,Company, for the benefit of the Company and its shareholders.
 
Restricted Stock Awards
 
During the years ended December 31, 2012, 2011 2010 and 2009,2010, the Company issued 837,239, 786,263 1,058,000 and 361,330,1,058,000, respectively, restricted shares of common stock as compensation to officers, employees, and directors of the Company.  The restricted shares vest over various terms with all restricted shares vesting no later than October 15, 2015.June 1, 2016.  As of December 31, 2011,2012, there was approximately $17.0$6.8 million of total unrecognized compensation expense related to unvested restricted stock. This compensation expense will be recognized over the remaining vesting period of the grants. The Company has assumed a zero percent forfeiture rate for restricted stock.
 

F-18


The following table reflects the outstanding restricted stock awards and activity related thereto for the years ended December 31, 2012, 2011 2010 and 2009:2010:
 
 Year Ended  Year Ended  Year Ended  Year Ended  Year Ended  Year Ended 
 December 31, 2011  December 31, 2010  December 31, 2009  December 31, 2012  December 31, 2011  December 31, 2010 
 Number  Weighted-  Number  Weighted-  Number  Weighted-  Number  Weighted-  Number  Weighted-  Number  Weighted- 
 of  Average  Of  Average  Of  Average  of  Average  Of  Average  Of  Average 
 Shares  Price  Shares  Price  Shares  Price  Shares  Price  Shares  Price  Shares  Price 
Restricted Stock Awards:                                    
Restricted Shares Outstanding at the Beginning of the Year  1,135,622  $13.28   325,330  $9.01   20,000  $7.03   1,216,992  $19.87   1,135,622  $13.28   325,330  $9.01 
Shares Granted  786,263  $27.11   1,058,000  $14.08   361,330  $8.49   837,239   19.91   786,263   27.11   1,058,000   14.08 
Shares Forfeited  (628,550)  19.08   -   -   -   - 
Lapse of Restrictions  (704,893) $17.32   (247,708) $11.11   (56,000) $4.91   (648,244)  21.83   (704,893)  17.32   (247,708)  11.11 
Restricted Shares Outstanding at the End of the Year   1,216,992  $19.87   1,135,622  $13.28   325,330  $9.01   777,437  $18.93   1,216,992  $ 19.87   1,135,622  $13.28 

Stock Option Awards
The Company’s board of directors approved a stock option plan in October 2006 (“2006 Incentive Stock Option Plan”) to provide incentives to employees, directors, officers, and consultants and under which 2,000,000 shares of common stock have been reserved for issuance.  The options can be either incentive stock options or non-statutory stock options and are valued at the fair market value of the stock on the date of grant.  The exercise price of incentive stock options may not be less than 100% of the fair market value of the stock subject to the option on the date of the grant and, in some cases, may not be less than 110% of such fair market value.  The exercise price of non-statutory options may not be less than 100% of the fair market value of the stock on the date of grant.
 
On November 1, 2007, the board of directors granted options to purchase 560,000 shares of the Company’s common stock under the Company’s 2006 Incentive Stock Option Plan.  The Company granted options to purchase 500,000 shares of the Company’s common stock to members of the board and options to purchase 60,000 shares of the Company’s common stock to one employee pursuant to an employment agreement.  These options were granted at a price of $5.18 per share and the optionees were fully vested on the grant date.  As of December 31, 2011,2012, options to purchase a total of 262,463251,963 shares of the Company’s common stock remain outstanding but unexercised.  The board of directors determined that no future grants will be made pursuant to the 2006 Incentive Stock Option Plan.  All future stock compensation will be issued under the 2009 Equity Incentive Plan.
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The Company uses the Black-Scholes option valuation model to calculate stock-based compensation at the date of grant.  Option pricing models require the input of highly subjective assumptions, including the expected price volatility.  The Company used the simplified method to determine the expected term of the options due to the lack of sufficient historical data.  Changes in these assumptions can materially affect the fair value estimate.  The total fair value of the options is recognized as compensation over the vesting period.  There have been no stock options granted in 2012, 2011, 2010, and 2009 under the 2006 Incentive Stock Option Plan or the 2009 Equity Incentive Plan.  All exercises of options during 2012, 2011 2010, and 20092010 related to 2007 grants.
 
Changes in stock options for the years ended December 31, 2012, 2011, 2010, and 20092010 were as follows:
 

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Number
of
Shares
  Weighted Average Exercise Price  
Remaining Contractual Term
(in Years)
  Intrinsic Value  
Number
of
Shares
  Weighted Average Exercise Price  
Remaining Contractual Term
(in Years)
  Intrinsic Value 
2009:            
2012:            
                        
Beginning Balance  400,000  $-   -   -   262,463  $-   -   - 
Granted  -   -   -   -   -   -   -   - 
Exercised  100,000   5.18   -   -   10,500   5.18   -   - 
Forfeited  -   -   -   - 
Outstanding at December 31  251,963   5.18   4.8   2,933,000 
Exercisable  251,963   5.18   4.8   2,933,000 
Ending Vested  251,963   5.18   4.8   2,933,000 
Weighted Average Fair Value of Options Granted During Year     $-         
                
2011:                
                
Beginning Balance  265,963  $-   -   - 
Granted  -   -   -   - 
Exercised  3,500   5.18   -   - 
Forfeited  -   -   -   - 
Outstanding at December 31  300,000   5.18   7.8   1,998,000   262,463   5.18   5.8   4,934,000 
Exercisable  300,000   5.18   7.8   1,998,000   262,463   5.18   5.8   4,934,000 
Ending Vested  300,000   5.18   7.8   1,998,000   262,463   5.18   5.8   4,934,000 
Weighted Average Fair Value of Options Granted During Year     $-              $-         
                                
2010:                                
                                
Beginning Balance  300,000  $-   -   -   300,000  $-   -   - 
Granted  -   -   -   -   -   -   -   - 
Exercised  22,314   5.18   -   -   22,314   5.18   -   - 
Forfeited  11,723   5.18   -   -   11,723   5.18   -   - 
Outstanding at December 31  265,963   5.18   6.8   5,859,000   265,963   5.18   6.8   5,859,000 
Exercisable  265,963   5.18   6.8   5,859,000   265,963   5.18   6.8   5,859,000 
Weighted Average Fair Value of Options Granted During Year     $-         
                
2011:                
                
Beginning Balance  265,963  $-   -  ��- 
Granted  -   -   -   - 
Exercised  3,500   5.18   -   - 
Forfeited  -   -   -   - 
Outstanding at December 31  262,463   5.18   5.8   4,934,000 
Exercisable  262,463   5.18   5.8   4,934,000 
Ending Vested  262,463   5.18   5.8   4,934,000   265,963   5.18   6.8   5,859,000 
Weighted Average Fair Value of Options Granted During Year     $-              $-         

Currently Outstanding Options
 
▪●  No Optionsoptions expired during the years ended December 31, 2012, 2011, 2010, and 2009.2010.

▪●  The Company recorded no compensation expense related to these options for the years ended December 31, 2012, 2011, 2010, and 2009.2010.  All of the compensation expense was reported in 2008 when the options vested.  There is no further compensation expense that will be recognized in future years, relating to all options that have been granted as of December 31, 2011,2012, because the Company recognized the entire fair value of such compensation upon vesting of the options.

▪●  There were no unvested options at December 31, 2012, 2011, 2010, and 2009.2010.

F-20
Warrants Granted February 2009

On February 27, 2009, in conjunction with the closing of a prior revolving credit facility, the Company issued CIT warrants to purchase a total of 300,000 shares of common stock exercisable at $5.00 per share.   The total fair value of the warrants was calculated using the Black-Scholes valuation model based on factors present at the time the warrants were issued.  The fair value of the warrants is included in debt issuance costs and is being amortized over the term of the facility.  CIT exercised the warrants in January 2011.

F-20


The following assumptions were used for the Black-Scholes model:

February 27, 2009
Risk free rates1%
Dividend yield0%
Expected volatility96.43%
Weighted average expected warrant life1.5 Years

The “fair market value” at the date of issuance for the warrants issued using the formula relied upon for calculating the fair value of warrants is as follows:

Weighted average fair value per share $0.74 
Total warrants granted  300,000 
Total weighted average fair value of warrants granted $221,153 


NOTE 9     COMMITMENTS & CONTINGENCIES

Litigation —

The Company is engaged in proceedings incidental to the normal course of business. Due to their nature, such legal proceedings involve inherent uncertainties, including but not limited to, court rulings, negotiations between affected parties and governmental intervention. Based upon the information available to the Company and discussions with legal counsel, it is the Company’s opinion that the outcome of the various legal actions and claims that are incidental to its business will not have a material impact on the financial position, results of operations or cash flows. Such matters, however, are subject to many uncertainties, and the outcome of any matter is not predictable with assurance.

The Company is party to a quiet title action in North Dakota that relates to its interest in certain crude oil and natural gas leases.  In the event the action results in a final judgment that is adverse to the Company, the Company would be required to reverse approximately $1.3 million in revenue (net of accrued taxes) that has been accrued since the second quarter of 2008 based on the Company’s purported interest in the crude oil and natural gas leases at issue, $0.2 million of which relates to the year ended December 31, 2012.  The Company fully maintains the validity of its interest in the crude oil and natural gas leases, and is vigorously defending such interest.

NOTE 10     ASSET RETIREMENT OBLIGATION

The Company has asset retirement obligations associated with the future plugging and abandonment of proved properties and related facilities.  Initially, the fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred and a corresponding increase in the carrying amount of the related long lived asset.  The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset.  If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized.  The Company has no assets that are legally restricted for purposes of settling asset retirement obligations.  No settlements of asset retirement obligations have occurred during the periods presented.

The following table summarizes the company’s asset retirement obligation transactions recorded during the year ended December 31, 20112012 and 2010.2011.
 
 Year Ended December 31  Year Ended December 31 
 2011  2010  2012  2011 
Beginning Asset Retirement Obligation $459,326  $206,741  $916,622  $459,326 
Liabilities Incurred for New Wells Placed in Production  401,241   232,258   539,727   401,241 
Liabilities Settled  -   (1,428)
Accretion of Discount on Asset Retirement Obligations  56,055   21,755   86,193   56,055 
Ending Asset Retirement Obligation $916,622  $459,326  $1,542,542  $916,622 

NOTE 11     INCOME TAXES
 
The Company utilizes the asset and liability approach to measuring deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


 
F-21
 


The income tax provision for the year ended December 31, 2012, 2011, 2010, and 20092010 consists of the following:

 2011  2010  2009  2012  2011  2010 
Current Income Taxes $2,300  $-  $-  $17,772  $2,300  $- 
Deferred Income Taxes                        
Federal  22,982,000   3,625,000   1,215,000   39,850,000   22,982,000   3,625,000 
State  3,851,000   794,000   251,000   3,134,000   3,851,000   794,000 
Total Expense $26,835,300  $4,419,000  $1,466,000  $43,001,772  $26,835,300  $4,419,000 

The following is a reconciliation of the reported amount of income tax expense for the years ended December 31, 2012, 2011, 2010, and 20092010 to the amount of income tax expenses that would result from applying the statutory rate to pretax income.

Reconciliation of reported amount of income tax expense:

 2011  2010  2009  2012  2011  2010 
Income Before Taxes and NOL $67,446,792  $11,336,300  $4,264,952  $115,286,396  $67,446,792  $11,336,300 
Federal Statutory Rate  X 35%  X 34%  X 34%  X 35%  X 35%  X 34%
Taxes Computed at Federal Statutory Rates  23,606,000   3,854,000   1,450,000   40,350,000   23,606,000   3,854,000 
State Taxes, Net of Federal Taxes  2,408,300   524,000   295,000   2,086,772   2,408,300   524,000 
Executive Compensation Deductibility Limits
  617,000    -    -   523,000   617,000   - 
Other  204,000   41,000   (279,000)         42,000   204,000   41,000 
Reported Provision $26,835,300  $4,419,000  $1,466,000  $43,001,772  $26,835,300  $4,419,000 

At December 31, 2012, 2011 2010 and 2009,2010, the Company has a net operating loss carryforward for Federal income tax purposes of $519.3 million, $220.2 million $62.1 million and $18.5$62.1 million, respectively.  If unutilized, the federal net operating losses will expire in 2027-2031.2027-2032.

The components of the Company’s deferred tax asset (liability) were as follows:

  Year Ended December 31 
  2012  2011 
Deferred Tax Assets      
Current:      
Share Based Compensation $2,384,000  $866,000 
Accrued Interest  751,000   - 
Derivative Liability  -   3,629,000 
Other  201,000   34,000 
     Total Current  3,336,000   4,529,000 
         
Non-Current:        
Net Operating Loss Carryforwards (NOLs)  194,473,000   84,714,000 
Derivative Liability  295,000   998,000 
Other  65,000   58,000 
    Total Non-Current  194,833,000   85,770,000 
    Total Deferred Tax Asset $198,169,000  $90,299,000 
         
Deferred Tax Liabilities        
Current:        
Derivative Asset  (1,538,000)    
Other  (103,000)  (57,000)
    Total Current $(1,641,000) $(57,000)
         
 Non-Current:      
Crude Oil and Natural Gas Properties and Other Property  (271,008,000)  (121,699,000)
    Total Non-Current  (271,008,000)  (121,699,000)
         
Total Deferred Tax Liability  (272,649,000)  (121,756,000)
         
Total Net Deferred Tax Liability $(74,480,000) $(31,457,000)
         
 
F-22
 
 
 
  Year Ended December 31 
  2011  2010 
Deferred Tax Assets      
Current:      
Share Based Compensation $866,000  $727,000 
Derivative Liability  3,629,000   4,414,000 
Other  34,000   - 
     Total Current  4,529,000   5,141,000 
         
Non-Current:        
Net Operating Loss Carryforwards (NOLs)  84,714,000   23,987,000 
Derivative Liability  998,000   1,939,000 
Other  58,000   29,000 
    Total Non-Current  85,770,000   25,955,000 
    Total Deferred Tax Asset $90,299,000  $31,096,000 
         
Deferred Tax Liabilities        
Current:        
Other $(57,000) $(41,000)
    Total Current  (57,000)  (41,000)
         
 Non-Current:        
Crude Oil and Natural Gas Properties and Other Property  (121,699,000)  (35,122,000)
    Total Non-Current  (121,699,000)  (35,122,000)
         
Total Deferred Tax Liability  (121,756,000)   (35,163,000)
   -   - 
Total Net Deferred Tax Liability $(31,457,000) $(4,067,000)
Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities.  The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement.  Unrecognized tax benefits are tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards.

The Company has no liabilities for unrecognized tax benefits.

The Company’s policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense.  For the years ended December 31, 2012, 2011 2010 and 2009,2010,  the Company did not recognize any interest or penalties in its statementstatements of comprehensive income, nor did it have any interest or penalties accrued in its balance sheet at December 31, 20112012 and 20102011 relating to unrecognized benefits.

The tax years 2012, 2011, 2010, 2009, and 20082010 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which the Company is subject.

F-23

NOTE 12     OPERATING LEASES

Vehicles

The Company leases vehicles under noncancelable operating leases.  Total lease expense under the agreements was approximately $48,000, $63,000 $58,000 and $52,000$58,000 for the years ended December 31, 2012, 2011, 2010, and 2009,2010, respectively.

Minimum future lease payments under these vehicle leases are as follows:

Year Ended December 31, Amount  Amount 
2012 $63,000 
2013  39,000  $20,000 
2014  9,000   9,000 
Total $111,000  $29,000 

Building

Effective November 2011, the Company extended their original operating lease agreement on 3,044 square feet of office space and added an additional 1,609 square feet of office space, for a total of 4,653 square feet.  The two leases require initial gross monthly lease payments of $18,612.  The monthly payments increase by 4% on each anniversary date.  The leases expire in November 2015.  The Company also has annual and month to month lease agreements related to storage and parking spaces.  Total rent expense under the agreements was approximately $217,000, $150,000 $148,000 and $142,000$148,000 for the years ended December 31, 2012, 2011, 2010, and 2009,2010, respectively.

The Company has prepaid the last three month’smonths rent in the amount of $53,553.  Minimum future lease payments under the building leases are as follows:

Year Ended December 31, Amount  Amount 
2012 $230,000 
2013  233,000  $245,000 
2014  242,000   242,000 
2015  177,000   177,000 
Total $882,000  $664,000 

F-23
The Company received $91,320 of landlord incentives under the original lease agreement and an additional $58,620 under the lease for the additional 1,609 square feet.  The Company has recorded a deferred rent liability for these amounts that are being amortized over the term of the leases.


NOTE 13     FAIR VALUE

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.  The Company uses a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:
 
Level 1 - Quoted prices in active markets for identical assets or liabilities.
 
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
The following schedule summarizes the valuation of financial instruments measured at fair value on a recurring basis in the balance sheet as of December 31, 20112012 and 2010.2011.


  Fair Value Measurements at December 31, 2012 Using 
  
Quoted Prices In Active Markets for Identical Assets
(Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Significant Unobservable Inputs
(Level 3)
 
Commodity Derivatives - Current Asset (crude oil swaps and collars) $-  $4,095,197  $- 
Commodity Derivatives – Non-Current Asset (crude oil swaps and collars)  -   1,763,008   - 
Commodity Derivatives – Non-Current Liability (crude oil swaps and collars  -   (2,547,745)  - 
Total $-  $3,310,460  $- 


  Fair Value Measurements at December 31, 2011 Using 
  
Quoted Prices In Active Markets for Identical Assets
(Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Significant Unobservable Inputs
(Level 3)
 
Commodity Derivatives – Current Liability (crude oil swaps and collars) $-  $(9,363,068) $- 
Commodity Derivatives – Non-Current Liability (crude oil swaps and collars)  -   (2,574,903)  - 
Total $-  $(11,937,971) $- 


 
 
F-24
 



  Fair Value Measurements at December 31, 2011 Using 
  
Quoted Prices In Active Markets for Identical Assets
(Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Significant Unobservable Inputs
(Level 3)
 
Commodity Derivatives – Current Liability (crude oil swaps and collars) $-  $(9,363,068) $- 
Commodity Derivatives – Non-Current Liability (crude oil swaps and collars)  -   (2,574,903)  - 
Credit Facility – Long Term Liability  -   (69,900,000)    
Total $-  $(81,837,971) $- 
Level 2 assets and liabilities consist of derivative assets and liabilities (see Note 15), the Revolving Credit Facility (see Note 5) and the Senior Notes (see Note 4).  The fair value of the Company’s derivative financial instruments is determined based upon future prices, volatility and time to maturity, among other things. Counterparty statements are utilized to determine the value of the commodity derivative instruments and are reviewed and corroborated using various methodologies and significant observable inputs.  The Company’s and the counterparties’ nonperformance risk is evaluated.  The fair value of all derivative contracts is reflected on the balance sheet.  The current derivative asset and liability amounts represent the fair values expected to be settled in the subsequent year.  The book value of the Revolving Credit Facility approximates fair value because of its floating rate structure.  The fair value of our 8% senior notes is based on an end of period market quote.

The Company’s long-term debt is not measured at fair value on the balance sheets and the fair value is being provided for disclosure purposes. At December 31, 2012, the Company had $300 million of senior unsecured notes and $124 million under the Revolving Credit Facility outstanding with a fair value of $310.5 million and $124 million, respectively. At December 31, 2011, the Company had $69.9 million outstanding under a revolving credit facility. The estimated fair value of debt was based upon quoted market prices and, where such prices were not available, other observable inputs regarding interest rates available to the Company at the end of each respective period.

  Fair Value Measurements at December 31, 2010 Using 
  
Quoted Prices In Active Markets for Identical Assets
(Level 1)
  
Significant Other Observable Inputs
(Level 2)
  
Significant Unobservable Inputs
(Level 3)
 
Commodity Derivatives - Current Liability (crude oil swaps and collars) $-  $(11,145,319) $- 
Commodity Derivatives – Non-Current Liability (crude oil swaps and collars)  -   (5,022,657)  - 
Short-Term Investments (See Note 3)  39,726,700   -   - 
Total $39,726,700  $(16,167,976) $- 

Though the Company believes the methods used to estimate fair value are consistent with those used by other market participants, the use of other methods or assumptions could result in a different estimate of fair value. There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the yearyears ended December 31, 2012 and 2011.

Level 1 assets consist of US Treasury Notes, the fair value of these treasuries is based on quoted market prices.

Level 2 liabilities consist of derivative liabilities (see Note 15) and our Credit Facility (see Note 5).  The fair value of the Company’s derivative financial instruments is determined based on spot prices and the notional quantities.  The fair value of all derivative contracts is reflected on the balance sheet.  The current derivative liability amounts represent the fair values expected to be settled in the subsequent year. The book value of our Credit Facility approximates fair value because of its floating rate structure.

NOTE 14      FINANCIAL INSTRUMENTS

The Company’s non-derivative financial instruments include cash and cash equivalents, accounts receivable short-term investments,and accounts payable and line of credit.are not measured at fair value on the balance sheets.  The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, and the book value of our credit facilitythese non-derivative financial instruments approximates their fair value becuase of its floating rate structure.values.
 
The Company’s accounts receivable relate to crude oil and natural gas sold to various industry companies.  Credit terms, typical of industry standards, are of a short-term nature and the Company does not require collateral.  Management believes the Company’s accounts receivable at December 31, 20112012 and 20102011 do not represent significant credit risks as they are dispersed across many counterparties.  The Company has determined that no allowance for doubtful accounts is necessary at December 31, 20112012 and 2010.2011.  As of December 31, 2011,2012, outstanding derivative contracts with Macquarie Bank Limitedcommercial banks participating in the Revolving Credit Facility represent all of the Company’s crude oil volumes hedged.  Macquarie Bank Limited hasThese commercial banks have investment-grade ratings from Moody’s and Standard & Poor and is the lenderare lenders under the Company’s credit facilityRevolving Credit Facility and management believes this does not represent a significant credit risk.

F-25
NOTE 15     DERIVATIVE INSTRUMENTS AND PRICE RISK MANAGEMENT
 
The Company utilizes commodity swap contracts and costless collars (purchased put options and written call options) to (i) reduce the effects of volatility in price changes on the crude oil commodities it produces and sells, (ii) reduce commodity price risk and (iii) provide a base level of cash flow in order to assure it can execute at least a portion of its capital spending.
 
On November 1, 2009, due to the volatility of price differentials in the Williston Basin, the Company de-designated all derivatives that were previously classified as cash flow hedges and, in addition, the Company has elected not to designate any subsequent derivative contracts as cash flow hedges.  Beginning on November 1, 2009, all derivative positions are carried at their fair value on the balance sheet and are marked-to-market at the end of each period. Any realized gains and losses are recorded to loss on settled derivatives and unrealized gains or losses are recorded to unrealized gain (loss) on mark-to-market of derivative instruments on the statementstatements of comprehensive income rather than as a component of other comprehensive income (loss) or other income (expense).
 
The Company has a master netting agreementagreements on each of the individual crude oil contracts with certain counterparties and therefore the current asset and liability are netted on the balance sheet and the non-current asset and liability are netted on the balance sheet.sheet for contracts with these counterparties.
 

��
F-25


Crude Oil Derivative Contracts Cash-flow Hedge
 
Prior to November 1, 2009, all derivative positions that qualified for hedge accounting were designated on the date the Company entered into the contract as a hedge against the variability in cash flows associated with the forecasted sale of future crude oil production. The cash flow hedges were valued at the end of each period and adjustments to the fair value of the contract prior to settlement were recorded on the statement of stockholders’ equity as other comprehensive income. Upon settlement, the gain (loss) on the cash flow hedge was recorded as an increase or decrease in revenue on the statementstatements of comprehensive income. The Company reports average crude oil and natural gas prices and revenues including the net results of hedging activities.
 
The net mark-to-market loss on the Company’s remaining swaps that qualified for cash flow hedge accounting at the date the decision was made to discontinue hedge accounting totalstotaled approximately $101,000 and $1.3 million as of December 31, 2011 and 2010, respectively.2011.  The Company has recorded that amount as accumulated other comprehensive income in stockholders’ equity and the entire amount will bewas amortized into revenues as the original forecasted hedged crude oil production occursoccurred in the first quarter of 2012.
 
Crude Oil Derivative Contracts Cash-flow Not Designated as Hedges
 
The Company had a realized a loss on settled derivatives of $391,420, $13,407,878 $469,607 and $624,541 and a mark-to-market of derivatives gain of $3,072,229 and a mark-to-market of derivative loss of $14,545,477 and $363,414 on derivative instruments$469,607 for the years ended December 31, 2012, 2011 and 2010, respectively.  The Company had an unrealized gain (loss) on derivative instruments of $15,147,122, $3,072,229 and 2009,($14,545,477) for the years ended December 31, 2012, 2011 and 2010, respectively.
 
The following table reflects open commodity swap contracts as of December 31, 2011,2012, the associated volumes and the corresponding fixed price.


Settlement Period Oil (Barrels)  Fixed Price 
Swaps-Crude Oil      
01/01/13 – 12/31/14  480,000  $91.65 
01/01/13 – 12/31/13  300,000   89.50 
01/01/13 – 12/31/13  240,000   91.10 
01/01/13 – 12/31/13  120,000   94.50 
07/01/13 – 12/31/13  60,000   102.30 
01/01/14 – 06/30/14  300,000   89.50 
01/01/14 – 06/30/14  240,000   90.00 
07/01/14 – 12/31/14  120,000   90.00 
01/01/14 – 12/31/14  120,000   91.35 
01/01/14 – 12/31/14  120,000   90.00 
01/01/14 – 12/31/14  240,000   90.15 
01/01/14 – 12/31/14  240,000   91.00 
01/01/14 – 06/30/14  240,000   100.00 
07/01/14 – 12/31/14  120,000   90.00 
07/01/14 – 12/31/14  120,000   93.50 
07/01/14 – 12/31/14  30,000   90.58 

As of December 31, 2012, the Company had a total volume on open commodity swaps of 3,090,000 barrels at a weighted average NYMEX reference price.price of approximately $91.72.

The following table reflects the weighted average price of open commodity derivative contracts as of December 31, 2012, by year with associated volumes.

Weighted Average Price
Of Open Commodity Swap Contracts
 
Year Volumes (Bbl)  
Weighted
Average Price
 
2013  960,000  $91.86 
2014  2,130,000   91.65 
 

 
F-26
 
 

Settlement Period
 Oil (Barrels)  Fixed Price  
Weighted Avg
NYMEX Reference Price
 
Oil Swaps         
01/01/12 – 02/29/12  3,000   51.25   98.90 
01/01/12 – 6/30/12  138,000   80.00   99.19 
01/01/12 – 6/30/12  198,000   81.50   99.19 
01/01/12 – 6/30/12  60,000   85.50   99.20 
01/01/12 – 12/31/12  376,000   95.15   98.52 
01/01/12 – 12/31/12  240,000   100.00   98.81 

As of December 31, 2011, the Company had a total volume on open commodity swaps of 1,015,000 barrels at a weighted average price of approximately $90.87.  All open commodity swap contracts as of December 31, 2011 settle during the year ended December 31, 2012.

In addition to the open commodity swap contracts the Company has entered into costless collars.  The costless collars are used to establish floor and ceiling prices on anticipated crude oil and natural gas production.  There were no premiums paid or received by the Company related to the costless collar agreements.  The following table reflects open costless collar agreements as of December 31, 2011.2012.

Term Oil (Barrels)  Floor/Ceiling Price Basis
Costless Collars – Crude Oil       
01/01/1213 – 12/31/1213  141,877149,515  $85.00/90.00/$95.25103.50 NYMEX
01/01/13 – 12/31/13139,791$90.00/$106.50NYMEX
01/01/13 – 12/31/13224,900$90.00/$110.00NYMEX
01/01/13 – 12/31/13182,269$95.00/$107.00NYMEX
01/01/13 – 12/31/13480,000$95.00/$110.70 NYMEX
01/01/13 – 12/31/13  760,794  $85.00/$98.00 NYMEX
01/01/1213 – 12/31/13  420,730120,000$90.25/$97.95NYMEX
07/01/13 – 12/31/1396,000$95.00/$106.90NYMEX
01/01/14 – 12/31/14240,000  $90.00/$103.5099.05 NYMEX

At December 31, 2011The following table sets forth the amounts, on a gross basis, and 2010,classification of the Company hadCompany’s outstanding derivative financial instruments recordedat December 31, 2012 and 2011, respectively.  Certain amounts may be presented on a net basis on the balance sheet as set forth below:consolidated financial statements when such amounts are with the same counterparty and subject to a master netting arrangement:

  
December 31,
Estimated Fair Value
    
December 31,
Estimated Fair Value
 
Type of ContractBalance Sheet Location 2011  2010 
Type of Crude Oil Contract Balance Sheet Location 2012  2011 
        
Derivative Assets:              
Swap Contracts Current assets/liabilities $680,647  $285,126 
Swap ContractsCurrent liabilities $285,126  $-  Non-current assets  1,977,722   - 
Costless CollarsCurrent liabilities  1,932,884   -  Current assets/liabilities  11,769,415   1,932,884 
Costless CollarsNon-current liabilities  8,766,484   -  Non-current asset/liabilities  5,629,996   8,766,484 
Total Derivative Assets  $10,984,494  $-    $20,057,780  $10,984,494 
                   
Derivative Liabilities:                   
Swap ContractsCurrent liabilities $(8,383,588) $(11,145,319) Current assets/liabilities $(2,037,070) $(8,383,588)
Swap Contracts Non-current assets  (3,170,945)  - 
Costless CollarsCurrent liabilities  (3,197,490)  -  Current assets/liabilities  (6,317,795)  (3,197,490)
Costless CollarsNon-current liabilities  (11,341,387)  (5,022,657) Non-current assets/liabilities  (5,221,510)  (11,341,387)
Total Derivative Liabilities  $(22,922,465) $(16,167,976)   $(16,747,320) $(22,922,465)

The following disclosures are applicable to the Company’s financial statements, as of December 31, 2012, 2011 2010 and 2009:2010:
 
Derivative TypeLocation of Loss for Effective and Ineffective Portion of Derivative in Income Amount of Loss Reclassified from AOCI into Income  Location of Loss for Effective and Ineffective Portion of Derivative in Income Amount of Loss Reclassified from AOCI into Income 
  Year Ended December 31    Year Ended December 31 
  2011  2010  2009    2012  2011  2010 
Commodity – Cash FlowLoss on Settled Derivatives $1,157,775  $1,157,554  $363,414  Loss on Settled Derivatives $101,309  $1,157,775  $1,157,554 

The use of derivative transactions involves the risk that the counterparties will be unable to meet the financial terms of such transactions.  TheIn some instances, the Company has netting arrangements with Macquarie Bank Limitedits counterparties that provide for offsetting payables against receivables from separate derivative instruments.


 
F-27
 


NOTE 16     EARNINGS PER SHARE
 
The following is a reconciliation of the numerator and denominator used to calculate basic earnings per share and diluted earnings per share for the years ended December 31, 2012, 2011, 2010, and 2009:2010:

 2011  2010  2009  2012  2011  2010 
 
Net
Income
  Shares  Per Share  
Net
Income
  Shares  Per Share  Net Income  Shares  Per Share  
Net
Income
  Shares  Per Share  
Net
Income
  Shares  Per Share  Net Income  Shares  Per Share 
Basic EPS $40,611,492   61,789,289  $0.66  $6,917,300   50,387,203  $0.14  $2,798,952   36,705,267  $0.08  $72,284,624   62,485,836  $1.16  $40,611,492   61,789,289  $0.66  $6,917,300   50,387,203  $0.14 
Dilutive Effect of Options  -   406,051   (0.01)  -   391,042       -   171,803       -   383,243   (0.01)  -   406,051   (0.01)  -   391,042     
Diluted EPS $40,611,492   62,195,340  $0.65  $6,917,300   50,778,245  $0.14  $2,798,952   36,877,070  $0.08  $72,284,624   62,869,079  $1.15  $40,611,492   62,195,340  $0.65  $6,917,300   50,778,245  $0.14 

For the year ended December 31, 2012 and 2011 restricted stock of 18,348 and 29,876 shares of common stock were excluded from EPS due to the anti-dilutive effect.
For the year ended December 31, 2009 options and warrants to purchase 21,678 and 7,476 shares of common stock were not considered in calculating diluted earnings per share because the exercise prices were greater than the average market price of common shares during the year and, therefore, the effect would be anti-dilutive.
NOTE 17     COMPREHENSIVE INCOME
In addition to net income, comprehensive income includes all changes in equity during a period, except those resulting from investments and distributions to shareholders of the Company.
For the periods indicated, comprehensive income consisted of the following:

  Year ended December 31, 
  2011  2010  2009 
Net Income $40,611,492  $6,917,300  $2,798,952 
Unrealized gains (losses) on Marketable Securities  (net of tax of $109,000, $349,000 and $290,000 at December 31, 2011, 2010 and 2009)  173,846   553,135   (486,207)
Reclassification of derivative instruments included in income (Net of tax of $448,000, $446,000 and $933,000 at December 31, 2011,  2010 and 2009)  709,776   711,554   (1,483,639)
Comprehensive Income $41,495,114  $8,181,989  $829,106 

As of December 31, 2011, accumulated other comprehensive loss consisted solely of loss on cash flow hedge derivatives.

NOTE 1817     EMPLOYEE BENEFIT PLANS

In 2009, the Company adopted a defined contribution 401(k) plan for substantially all of its employees.  The plan provides for Company matching of employee contributions to the plan, at the Company’s discretion.  During 2012, 2011 2010 and 2009,2010, the Company provided a match contribution equal to 100% of an eligible employee’s deferral contribution, up to 6%8% of the employee’s earnings up to $16,500.the maximum allowable amount.  The Company contributed approximately $189,000, $103,000 $80,000 and $66,400$80,000 to the 401(k) plan for the years ended December 31, 2012, 2011 and 2010, and 2009, respectively.

NOTE 18   SEVERANCE ARRANGEMENTS

The Company’s former president, Ryan Gilbertson, resigned effective October 1, 2012.  In connection with his resignation, the Company and Mr. Gilbertson entered into a separation and release agreement and a consulting agreement (collectively, the “New Agreements”), which terminate and supersede his prior employment agreement with the Company (except for certain surviving provisions).  Pursuant to the New Agreements, Mr. Gilbertson’s outstanding and unvested restricted stock awards will continue to vest on their original vesting schedules, so long as Mr. Gilbertson does not terminate the consulting agreement and the Company does not terminate the consulting agreement for cause (as defined).  In addition, pursuant to the New Agreements the Company will (i) provide Mr. Gilbertson with a prorated portion of his 2012 year-end bonus (based on predetermined performance metrics and as determined by the Company’s compensation committee following the end of 2012), (ii) buy out the lease and transfer title to Mr. Gilbertson on his Company-leased vehicle, and (iii) reimburse Mr. Gilbertson for continuation coverage pursuant to COBRA on the Company’s health plans for up to 18 months.

In connection with the New Agreements, the Company concluded the unvested restricted stock awards were modified in connection with the change in Mr. Gilbertson’s employment status and service requirements.  Because the Company expects Mr. Gilbertson’s awards will vest under the modified conditions but his period of active service in substance has concluded, $4.3 million of share based compensation costs was reflected in general and administrative expense during the third quarter of 2012 related to the modified awards.   Additionally, the cash expenses estimated for Mr. Gilbertson’s prorated 2012 bonus, Company-leased vehicle and continuation coverage pursuant to COBRA was estimated at approximately $0.6 million and was reflected in general and administrative expense during the third quarter of 2012.

On October 16, 2012, the Company terminated the employment of its Chief Operating Officer, James R. Sankovitz.  Mr. Sankovitz’s termination was “not for cause” under his existing employment agreement with the Company, and as a result he is entitled to certain severance benefits which includes a single lump-sum payment of one times his $325,000 base salary.   In addition, the Company agreed to buy out the lease and transfer title to Mr. Sankovitz on his Company-leased vehicle, and reimburse Mr. Sankovitz for continuation coverage pursuant to COBRA on the Company’s health plans for up to 18 months.



 
F-28
 



SUPPLEMENTAL OIL AND GAS INFORMATION
(UNAUDITED)
 
Oil and Natural Gas Exploration and Production Activities
 
Oil and gas sales reflect the market prices of net production sold or transferred with appropriate adjustments for royalties, net profits interest, and other contractual provisions.  Production expenses include lifting costs incurred to operate and maintain productive wells and related equipment including such costs as operating labor, repairs and maintenance, materials, supplies and fuel consumed.  Production taxes include production and severance taxes. Depletion of crude oil and natural gas properties relates to capitalized costs incurred in acquisition, exploration, and development activities.  Results of operations do not include interest expense and general corporate amounts.  The results of operations for the company’s crude oil and natural gas production activities are provided in the Company’s related statements of income.
 
Costs Incurred and Capitalized Costs
 
The costs incurred in crude oil and natural gas acquisition, exploration and development activities are highlighted in the table below.

 Year Ended December 31,  Year Ended December 31, 
 2011 2010 2009  2012  2011  2010 
Costs Incurred for the Year:                
Proved Property Acquisition $53,497,199�� $2,236,167 $30,800,883  $24,791,828  $53,497,199  $2,236,167 
Unproved Property Acquisition  57,867,660 72,308,719 -   27,304,425   57,867,660   72,308,719 
Development  302,594,511  123,933,003  18,739,905   485,392,505   302,594,511   123,933,003 
Total  $413,959,370 $198,477,889 $49,540,788  $537,488,758  $413,959,370  $198,477,889 

Excluded costs for unproved properties are accumulated by year. Costs are reflected in the full cost pool as the drilling costs are incurred or as costs are evaluated and deemed impaired.  The Company anticipates these excluded costs will be included in the depletion computation over the next five years.  The Company is unable to predict the future impact on depletion rates.  The following is a summary of capitalized costs excluded from depletion at December 31, 20112012 by year incurred.

 Year Ended December 31,  Year Ended December 31, 
 2011  2010  2009  Prior Years  2012  2011  2010  Prior Years 
Property Acquisition $46,814,712  $50,613,193  $14,773,003  $25,565,530  $18,629,120  $33,133,410  $16,868,094  $14,103,615 
Development  18,465   -   -   -   193,017   -   -   - 
Total $46,833,177  $50,613,193  $14,773,003  $25,565,530  $18,822,137  $33,133,410  $16,868,094  $14,103,615 

Oil and Natural Gas Reserves and Related Financial Data
 
Information with respect to the Company’s crude oil and natural gas producing activities is presented in the following tables.  Reserve quantities, as well as certain information regarding future production and discounted cash flows, were determined by Ryder Scott Company, independent petroleum consultants based on information provided by the Company.
 
Oil and Natural Gas Reserve Data
 
The following tables present the Company’s independent petroleum consultants’ estimates of its proved crude oil and natural gas reserves. The Company emphasizes that reserves are approximations and are expected to change as additional information becomes available. Reservoir engineering is a subjective process of estimating underground accumulations of crude oil and natural gas that cannot be measured in an exact way, and the accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment.
 

 
F-29
 



 Natural Gas  Oil  Natural Gas  Oil 
 (MCF)  (BBLS) 
Proved Developed and Undeveloped Reserves at December 31, 2008  216,451   727,665 
        
Revisions of Previous Estimates  (27,820)  (93,819)
Extensions, Discoveries and Other Additions  1,619,597   5,456,261 
Production  (47,305)  (274,528)
         (MCF)  (BBLS) 
Proved Developed and Undeveloped Reserves at December 31, 2009  1,760,923   5,815,579   1,760,923   5,815,579 
                
Revisions of Previous Estimates  625,103   514,899   625,103   514,899 
Extensions, Discoveries and Other Additions  8,298,347   8,513,064   8,298,347   8,513,064 
Production  (234,411)  (849,845)  (234,411)  (849,845)
                
Proved Developed and Undeveloped Reserves at December 31, 2010  10,449,962   13,993,697   10,449,962   13,993,697 
                
Revisions of Previous Estimates  (940,065)  924,434   (940,065)  924,434 
Extensions, Discoveries and Other Additions  20,959,474   28,750,826   20,959,474   28,750,826 
Production  (800,207)  (1,791,979)  (800,207)  (1,791,979)
                
Proved Developed and Undeveloped Reserves at December 31, 2011  29,669,164   41,876,978   29,669,164   41,876,978 
                
Revisions of Previous Estimates  (1,410,547)  812,371 
Extensions, Discoveries and Other Additions  14,788,384   21,490,244 
Production  (1,768,872)  (3,465,312)
        
Proved Developed and Undeveloped Reserves at December 31, 2012  41,278,129   60,714,281 
        
Proved Developed Reserves:                
December 31, 2008  216,451   727,665 
December 31, 2009  727,237   2,247,718   727,237   2,247,718 
December 31, 2010  3,513,427   5,840,745   3,513,427   5,840,745 
December 31, 2011  8,452,653   14,338,576   8,452,653   14,338,576 
December 31, 2012  17,350,166   27,345,824 
Proved Undeveloped Reserves                
December 31, 2008  -   - 
December 31, 2009  1,033,686   3,567,861   1,033,686   3,567,861 
December 31, 2010  6,936,535   8,152,952   6,936,535   8,152,952 
December 31, 2011  21,216,511   27,538,402   21,216,511   27,538,402 
December 31, 2012  23,927,963   33,368,457 

Proved reserves are estimated quantities of crude oil and natural gas, which geological and engineering data indicate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are proved reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.  Proved undeveloped reserves are included for reserves for which there is a high degree of confidence in their recoverability and they are scheduled to be drilled within the next five years.
 

 
F-30
 


Standardized Measure of Discounted Future Net Cash Inflows and Changes Therein
 
The following table presents a standardized measure of discounted future net cash flows relating to proved crude oil and natural gas reserves and the changes in standardized measure of discounted future net cash flows relating proved crude oil and natural gas were prepared in accordance with the provisions of ASC 932-235-555 (formerly SFAS 69). Future cash inflows were computed by applying average prices of crude oil and natural gas for the last 12 months to estimated future production. Future production and development costs were computed by estimating the expenditures to be incurred in developing and producing the proved crude oil and natural gas reserves at the end of the year, based on year end costs and assuming continuation of existing economic conditions.  Future income tax expenses were calculated by applying appropriate year end tax rates to future pretax cash flows relating to proved crude oil and natural gas reserves, less the tax basis of properties involved and tax credits and loss carryforwardscarry forwards relating to crude oil and natural gas producing activities.  Future net cash flows are discounted at the rate of 10% annually to derive the standardized measure of discounted future cash flows. Actual future cash inflows may vary considerably, and the standardized measure does not necessarily represent the fair value of the Company’s crude oil and natural gas reserves.

 Year Ended December 31,  Year Ended December 31, 
 2011  2010  2009  2012  2011  2010 
Future Cash Inflows $3,959,403,500  $1,038,703,438  $315,142,688  $5,353,167,000  $3,959,403,500  $1,038,703,438 
Future Production Costs  (925,165,656)  (271,843,571)  (105,982,773)  (1,436,711,062)  (925,165,656)  (271,843,571)
Future Development Costs  (624,607,500)  (161,853,922)  (54,011,133)  (846,363,500)  (624,607,500)  (161,853,922)
Future Income Tax Expense  (740,132,743)  (199,197,425)  (43,761,765)  (817,296,323)  (740,132,743)  (199,197,425)
Future Net Cash Inflows  1,669,497,601   405,808,520   111,387,017  $2,252,796,115  $1,669,497,601  $405,808,520 
                        
10% Annual Discount for Estimated Timing of Cash Flows  (830,800,217)  (195,195,729)  (43,580,456)  (1,211,441,321)  (830,800,217)  (195,195,729)
                        
Standardized Measure of Discounted Future Net Cash Flows $838,697,384  $210,612,791  $67,806,561  $1,041,354,794  $838,697,384  $210,612,791 
                        

The twelve month average prices were adjusted to reflect applicable transportation and quality differentials on a well-by-well basis to arrive at realized sales prices used to estimate the Company’s reserves.  The price of other liquids is included in natural gas.  The prices for the Company’s reserve estimates were as follows:

 Natural Gas  Oil  Natural Gas  Oil 
 MCF  Bbl  MCF  Bbl 
December 31, 2012 $4.78  $84.92 
December 31, 2011 $6.18  $90.17  $6.18  $90.17 
December 31, 2010 $5.04  $70.46  $5.04  $70.46 
December 31, 2009 $3.93  $53.00 



 
F-31
 


Changes in the Standardized Measure of Discounted Future Net Cash Flows at 10% per annum follow:

 Year Ended December 31,  Year Ended December 31, 
 2011  2010  2009  2012  2011  2010 
Beginning of Period $210,612,791  $67,806,561  $11,786,054  $838,697,384  $210,612,791  $67,806,561 
Sales of Oil and Natural Gas Produced, Net of Production Costs  (132,095,155)  (50,721,827)  (13,116,475)  (235,769,953)  (132,095,155)  (50,721,827)
Extensions and Discoveries  756,304,288   185,403,280   74,946,755   455,623,034   756,304,288   185,403,280 
Previously Estimated Development Cost Incurred During the Period   23,941,194    3,350,016   1,321,948   193,669,706   23,941,194   3,350,016 
Net Change of Prices and Production Costs  140,217,589   88,564,348   4,352,381   (179,505,191)  140,217,589   88,564,348 
Change in Future Development Costs  (11,285,152)  (3,003,304)  -   (112,995,358)  (11,285,152)  (3,003,304)
Revisions of Quantity and Timing Estimates  13,491,953   (3,237,346)  (1,650,626)  15,687,427   13,491,953   (3,237,346)
Accretion of Discount  29,551,146   8,781,249   1,178,605   110,133,321   29,551,146   8,781,249 
Change in Income Taxes  (177,737,162)  (84,898,666)  (20,005,322)  16,584,302   (177,737,162)  (84,898,666)
Purchase of Reserves in Place  -   -   9,579,951       -   - 
Other  (14,304,107)  (1,431,520)  (586,710)  (60,769,878)  (14,304,107)  (1,431,520)
End of Period $838,697,384  $210,612,791  $67,806,561  $1,041,354,794  $838,697,384  $210,612,791 


 
F-32
 


QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
          
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
          
                        
Quarterly data for the years end December 31, 2011, 2010, and 2009 is as follows:       
Quarterly data for the years end December 31, 2012, 2011, and 2010 is as follows:Quarterly data for the years end December 31, 2012, 2011, and 2010 is as follows:       
 Quarter Ended 
 March 31,  June 30,  September 30,  December 31, 
2012            
Total Revenues $50,522,992  $119,207,601  $60,095,613   81,746,684 
Unrealized (Loss) Gain on Derivative Instruments  (9,364,913)  49,799,311   (22,308,470)  (2,978,806)
Expenses(1)
  35,695,832   44,013,801   54,376,314   48,350,512 
Income (Loss) from Operations  14,827,160   75,193,800   5,719,299   33,396,172 
Other Income (Expense)  (195,899)  (2,727,404)  (5,205,716)  (5,721,016)
Income Tax Provision (Benefit)  5,825,350   28,840,000   213,422   8,123,000 
Net Income (Loss)  8,805,911   43,626,396   300,161   19,552,156 
Net Income (Loss) Per Common Share – Basic  (0.14)  0.70   -   0.31 
Net Income (Loss) Per Common Share – Diluted  (0.14)  0.70   -   0.31 
                
 Quarter Ended  Quarter Ended 
 March 31,  June 30,  September 30,  December 31,  March 31,  June 30,  September 30,  December 31, 
2011                            
Revenue $2,526,749  $50,826,098  $69,050,038  $26,986,208 
Total Revenues $2,526,749  $50,826,098  $69,050,038  $26,986,208 
Unrealized (Loss) Gain on Derivative Instruments  (21,278,629)  20,848,232   27,105,400   (23,605,774)
Expenses  14,859,331   17,103,690   23,079,016   27,096,826   14,859,331   17,103,690   23,079,016   27,096,826 
Income (Loss) from Operations  (12,332,582)  33,722,408   45,971,022   (110,618)  (12,332,582)  33,722,408   45,971,022   (110,618)
Other Income (Expense)  767,040   (229,508)  (180,800)  (160,170)  767,040   (229,508)  (180,800)  (160,170)
Income Tax Provision (Benefit)  (4,507,700)  13,060,000   17,173,000   1,110,000   (4,507,700)  13,060,000   17,173,000   1,110,000 
Net Income (Loss)  (7,057,842)  20,432,900   28,617,222   (1,380,788)  (7,057,842)  20,432,900   28,617,222   (1,380,788)
Net Income (Loss) Per Common Share – Basic  (0.11)  0.33   0.46   (0.02)  (0.11)  0.33   0.46   (0.02)
Net Income (Loss) Per Common Share – Diluted  (0.11)  0.33   0.46   (0.02)  (0.11)  0.33   0.46   (0.02)
                                
                 Quarter Ended 
 Quarter Ended  March 31,  June 30,  September 30,  December 31, 
 March 31,  June 30,  September 30,  December 31, 
2010                                
Revenue $7,221,514  $16,231,773  $9,883,821  $11,221,992 
Total Revenues $7,221,514  $16,231,773  $9,883,821  $11,221,992 
Unrealized (Loss) Gain on Derivative Instruments  (900,816)  303,919   (6,449,577)  (7,499,003)
Expenses  4,596,936   6,133,565   8,159,485   14,163,826   4,596,936   6,133,565   8,159,485   14,163,826 
Income (Loss) from Operations  2,624,578   10,098,208   1,724,336   (2,941,834)  2,624,578   10,098,208   1,724,336   (2,941,834)
Other Income (Expense)  (87,948)  (144,342)  (117,110)  180,412   (87,948)  (144,342)  (117,110)  180,412 
Income Tax Provision (Benefit)  977,000   3,833,000   620,000   (1,011,000)  977,000   3,833,000   620,000   (1,011,000)
Net Income (Loss)  1,559,630   6,120,866   987,226   (1,750,422)  1,559,630   6,120,866   987,226   (1,750,422)
Net Income (Loss) Per Common Share – Basic  0.04   0.12   0.02   (0.03)  0.04   0.12   0.02   (0.03)
Net Income (Loss) Per Common Share – Diluted  0.04   0.12   0.02   (0.03)  0.04   0.12   0.02   (0.03)
                
 Quarter Ended 
 March 31,  June 30,  September 30,  December 31, 
2009                
Revenue $658,268  $2,275,084  $4,855,972  $6,432,175 
Expenses  1,047,614   1,437,445   2,530,315   5,077,164 
Income (Loss) from Operations  (389,346)  837,639   2,325,657   1,355,011 
Other Income (Expense)  (43,527)  (139,243)  321,589   (2,828)
Income Tax Provision (Benefit)  (174,000)  280,000   1,059,000   301,000 
Net Income (Loss)  (258,873)  418,396   1,588,246   1,051,183 
Net Income (Loss) Per Common Share – Basic  (0.01)  0.01   0.04   0.03 
Net Income (Loss) Per Common Share – Diluted  (0.01)  0.01   0.04   0.03 
                

(1)  General and administrative expenses include $5.5 million and $0.6 million in severance expenses in connection with the departures of our president and our chief operating officer in the third and fourth quarters of 2012, respectively.

 

 
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