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Edited Transcript of NOG earnings conference call or presentation 2-Aug-19 4:00pm GMT

Q2 2019 Northern Oil and Gas Inc Earnings Call

WAYZATA Aug 30, 2019 (Thomson StreetEvents) -- Edited Transcript of Northern Oil and Gas Inc earnings conference call or presentation Friday, August 2, 2019 at 4:00:00pm GMT

TEXT version of Transcript

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Corporate Participants

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* Bahram Akradi

Northern Oil and Gas, Inc. - Chairman of the Board

* Brandon R. Elliott

Northern Oil and Gas, Inc. - CEO

* Michael L. Reger

Northern Oil and Gas, Inc. - President, Founder & Chairman Emeritus

* Nicholas O'Grady

Northern Oil and Gas, Inc. - CFO

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Conference Call Participants

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* Derrick Lee Whitfield

Stifel, Nicolaus & Company, Incorporated, Research Division - MD of E&P and Senior Analyst

* Jason Andrew Wangler

Imperial Capital, LLC, Research Division - MD & Senior Research Analyst

* Jeffrey Scott Grampp

Northland Capital Markets, Research Division - MD & Senior Research Analyst

* John Phillips Little Johnston

Capital One Securities, Inc., Research Division - Analyst

* Leonard Joseph Raymond

Johnson Rice & Company, L.L.C., Research Division - Research Analyst

* Michael Dugan Kelly

Seaport Global Securities LLC, Research Division - MD and Head of Exploration & Production Research

* Neal David Dingmann

SunTrust Robinson Humphrey, Inc., Research Division - MD

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Presentation

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Operator [1]

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Greetings, and welcome to the Northern Oil and Gas Second Quarter 2019 Earnings Call. (Operator Instructions) And as a reminder, this conference is being recorded. I would now like to turn the conference over to Brandon Elliott. Thank you. Please go ahead.

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Brandon R. Elliott, Northern Oil and Gas, Inc. - CEO [2]

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Thanks, Brenda. Good morning, everyone. We're happy to welcome you to Northern's Second Quarter 2019 Earnings Call. Before we get to the results, let me cover our Safe Harbor language. Please be advised that our remarks today, including the answers to your questions may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from the expectations contemplated by these forward-looking statements. Those risks include, among others, matters that we have described in our earnings release as well as in our filings with the SEC, including our annual report on Form 10-K and our quarterly reports on Form 10-Q. We disclaim any obligation to update these forward-looking statements.

During this conference call, we may discuss certain non-GAAP financial measures, including adjusted net income and adjusted EBITDA. Reconciliations of these measures to the closest GAAP measures can be found in the earnings release that we issued last night or in our updated investor presentation on our website.

All right. With that out of the way, let's move on. First off, Mike Reger, Northern's Founder & Chairman Emeritus is going to comment on his departure. Then I will make a few summary comments before turning the call over to Northern's CFO, Nick O'Grady for his remarks. Northern's Chairman Bahram Akradi is going to lay out the forward strategy. And finally, we'll open up for the Q&A portion of the call.

In addition to those I mentioned, we also have Chad Allen, our Chief Accounting Officer; Adam Dirlam, our EVP of Land; and Jim Evans, our VP of Engineering in the room with us as well. With that, I will turn the call over to Mike.

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Michael L. Reger, Northern Oil and Gas, Inc. - President, Founder & Chairman Emeritus [3]

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Thanks, Brandon. First, I couldn't be more proud of the team here at Northern. I founded Northern 13 years ago, and the current alignment of the team, management, and the Board has never been better than it is today. Aside from a dislocated equity market, the company is in great shape and the shareholders are in great hands. It's been an honor and privilege to help build Northern into a top tier oil producer in the Williston Basin over the past 13 years. I'm particularly proud of what we have been able to accomplish during the last 18 months, successfully acquiring over $850 million of high-quality accretive assets, recapitalizing and fortifying the balance sheet and growing current production to over 40,000 barrels of oil equivalent per day. Northern's go-forward positioning and strategy, including the return of free cash flow to shareholders, is perfectly suited for the evolving preferences of public energy investors. And I'm confident that the management team and Board will continue to deliver on this strategy.

Lastly, I want to thank Bahram Akradi for his dedication and commitment to transforming Northern into the company it is today and giving me the opportunity to help with the transformation. With that, back to you, Brandon.

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Brandon R. Elliott, Northern Oil and Gas, Inc. - CEO [4]

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Thanks, Mike. And obviously, thank you on behalf of all of us here at Northern. Obviously, none of us would be here were it not for you. We certainly appreciate your continued support and are grateful for the opportunity to take Northern forward from here. And obviously, on a personal note, I want to thank you for inviting me to join this team just over 6.5 years ago.

So speaking now of moving forward, let me cover some of the highlights from the quarter and comment on our strategy for the remainder of the year and beyond. Northern had another strong production quarter generating 66% year-over-year growth, essentially flat with the first quarter of 2019, despite the continued curtailments and shut-ins that we estimate reduced our production by 2,500 barrels of oil equivalent per day during the quarter.

Our ability to hold our production flat and still land squarely in the middle of our production guidance is a testament to the success we have had allocating capital to the highest efficiency and highest return opportunities we see, both in the inbound well proposals we review every day and in our ground game acquisition program.

This quarter, we nonconsented 20% of the net wells we received because they did not meet our investment hurdle, as an operator chose to conduct some step-out wells into what is currently a Tier 2 area. Our evaluation indicated the returns would not meet our hurdle rates, and we nonconsented those wells.

Our robust hedging program helped to protect us from recent volatility in the commodity markets. Operating expenses were essentially in line with our guidance except for the lease operating expenses that saw some negative effect from the level of shut-ins during the quarter.

Cash flow from operations was approximately $100 million for the quarter. We focused on our flexible capital allocation strengths and deployed that capital in several ways, all focused on generating the best possible long-term returns for our shareholders. First, we invested in our base business. Again, as I already emphasized, we analyze every inbound well proposal we receive and only invest in those that meet our investment hurdles.

Second, we proactively seek the source deals to deploy additional capital in what we commonly refer to as our ground game acquisition strategy. These are proactive, mostly small acquisitions where we see opportunities to leverage our advantages that capture incremental working interest in some of the best, near-term wells we see being drilled.

Finally, we also took advantage of the opportunity to repurchase a small amount of our senior secured bonds, further reducing our future debt commitments and leverage position. This combination of organic inbound investments, ground game investments and our larger acquisitions, including the recently closed VEN Bakken acquisition are positioning Northern with a free cash flow profile that will support not only additional debt reduction but also a stable and consistent return of capital to shareholders down the road.

We take our capital allocation strategy seriously and hopefully, you can see that we do not add net wells for growth. We add net wells when and only when they meet our investment hurdles, be that in the inbound well proposals we evaluate or in the ground game acquisitions we pursue. With that, let me turn the call over to Nick to cover some of the financial highlights and our updated guidance.

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [5]

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Thanks, Brandon. I'd also like to take a moment to thank Mike for helping to bring me here. I met Mike 12 years ago when he had a few acres and an idea and he should be very proud of the nonoperated leader that Northern is today.

I have a few highlights to go over this quarter, starting with a quick summary on Northern's financial performance. Despite continued challenges in the field, the asset performed in line with our expectations and coupled with slightly higher oil prices on a realized basis, we generated higher operating cash flows than in the first quarter. Curtailments have been a lingering issue for Williston E&Ps over the past 2 quarters, but the good news is that light is now visible at the end of the tunnel.

At its worst, we've seen the curtailments of 2,500 to 2,800 barrels per day experienced this year actually increase by nearly 800 barrels per day in July. But crucially, with major infrastructure expansions coming online in late 2019 and 2020, the production will return in the coming months with meaningful relief towards the end of the year. Furthermore, as you can see on slide 17 of the Q2 investor presentation posted on our website, the wells we participating in are performing as well or better than we expected. And while the deferral of this production has a slight near-term impact to present value, it should set the stage for a year of robust capital productivity in 2020.

Adjusted EBITDA for the quarter was $110.8 million, up sequentially from the first quarter. This was driven by higher pricing, better differentials and higher production. Cash G&A came in at $1.13 per BOE this quarter, slightly higher than the first quarter. The main driver was over $500,000 in transaction expenses associated with the VEN Bakken acquisition. Oil differentials were below the midpoint of our guidance this quarter after being towards the higher end in the first quarter. As mentioned before, our LOE has been stubbornly above our guidance at over $8 year-to-date, a function primarily of curtailments and some natural aging of our production base.

Our D&C capital was in line with our expectations at about $72 million and we turned 8.1 net wells to sales. We talked about accruals in the past quarters and it's critical to understand that the difference between our completed well count and our quarter-to-quarter CapEx largely has to do with the build in the number of wells in process and the stage of drilling for those wells in process. Wells turned to sales this quarter actually had lower cost than in previous quarters, but our D&C list has continued to build up another point -- 0.4 net wells in process since the end of Q1. However, with our shift to guiding any ground game capital separately, it should get easier to model for investors over time.

With respect to discretionary capital, we spent approximately $32 million this quarter, made up of $10.5 million for senior note repurchases and $22 million in total ground game acquisition and associated development capital. The ground game investments will have some impact on our production levels this year, but as the year progresses, the success of this strategy will increasingly pay dividends in 2020.

It's been one of the busiest periods for Northern's ground game acquisitions in many years, and this elective capital is going to serve to grow our cash flows and inventory for years to come. The opportunity set is particularly strong today with many operators and nonoperators alike needing to reduce their near-term capital obligations. Northern can leverage its ground game strategy and extensive knowledge of the basin, combined with the 0 need to own contiguous acreage, to sweep up some of the best leases operated by the best operators across the Williston Basin at the lowest acquisition prices. It's likely these opportunities may wane in the coming years if the market fully recovers, but for now, it's critical for our investors that we take advantage of them while they are available.

Now to guidance. We've given production guidance for the next 2 quarters, including ground game acquisitions and VEN Bakken. You'll note we're taking a conservative tack on the return of curtailed volumes, particularly in the third quarter and pushing much of it to the end of 2019. But the good news is, the oil is still there and therefore, it will improve our capital productivity and cash flows as they return to sales. Regardless, the success of the ground game, the relief from infrastructure constraints and continued strong productivity from our wells should make for a great 2020 outlook.

For our LOE guidance, now $8.00 to $8.50, the moving parts are driven because, as we previously mentioned, the VEN Bakken assets do modestly raise our corporate LOE average and the remainder of the impact is from what we'd experienced year-to-date from curtailments and the natural aging of wells. Taxes changed ever so slightly to 9.3%, but this is simply a function of lower overall gas prices relative to crude oil. Cash G&A guidance is being lowered to a range with a high of $1.15 per BOE. This is not as low as one might expect just yet because we are including nearly $2 million in transaction expenses for the VEN Bakken deal. Please note, approximately $500,000 of those expenses were already incurred in the second quarter and most, if not all of the remaining fees will occur in the third quarter. So in the fourth quarter, you'll see the full benefit to unit cost from the VEN Bakken acquisition, which implies G&A cost at or below $1 per BOE. Our run rate G&A, excluding these charges, is looking to be amongst the best in the industry.

On the hedging front, we published our latest hedging book, with more than 2/3 of our current rates of production hedged through 2020 at strong prices averaging just under $60 a barrel. These hedges protect the dollars we're spending today, the cash flows that support our credit and critically will allow us flexibility in the event of a downward commodity shock. We continue to run this program with the mantra: to hope for the best but prepare for the worst.

On the capital front, there are no surprises. We're adding 3.5 net wells through the VEN Bakken deal, and with our original guidance to 28 to 32 net wells organically, we remain on track. So we are now guiding to 33 to 34 net well additions for 2019. Given discussions of DUC builds from some operators waiting for processing capacity, we've made conservative assumptions, particularly later in the year, in regards to wells turn to sales. Total organic D&C CapEx in a range of $265 million to $285 million is right in line with these assumptions.

Given we increased the acquisition budget for our ground game to $50 million from $25 million, we've logically also provided a range of potential associated D&C capital of up to $60 million that would arise, should we spend that elective capital. In our recent ground game update, we guided to approximately $32 million of associated D&C capital for the deals we've committed to or closed. And so there's no assurance we'll actually spend the additional monies we're budgeting here. We expect to add 2.7 net wells during 2019 from the recent ground game acquisitions that we've already announced, and we're guiding to between 3 and 5 total net well additions from the ground game for the year. We'll make sure to update investors if we continue to have success as the year progresses, but we believe this guidance should encompass everything, should we be as successful as we hope to be.

In light of that comment, for 2020 guidance and beyond, expect us to guide to a base capital value which is largely set by the beginning of any given year, and then guide to an elective acquisition capital portion that includes all sources of capital, acquisition and drilling costs combined. We believe this will simplify our CapEx allocation reporting and improve the ability for investors to model the company on a go-forward basis.

We underwent a major transformation as a company from late 2017 and into 2018. We moved to a free cash flow model before the market cried for it, and the reason was purposeful. The reason was to be in control of our destiny and to spend capital not out of obligation or for misaligned incentives but to do it for returns and returns, alone. And we're doing that. We are focused on what's best for the long-term health of our business and for our investors.

And we'd add that given the returns on these acquisitions, adding cash-flowing assets will have a similar, if not better impact to our credit metrics over time. In difficult times, we take solace in that every decision we are making is to make this company more profitable. By investing in our future production and cash flows, we ensure that we reward shareholders with a solid return of capital when we are prepared to do so. Thanks, and let me turn the call over to Bahram.

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Bahram Akradi, Northern Oil and Gas, Inc. - Chairman of the Board [6]

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First, again, I want to thank Mike Reger for his vision to start this company and helping me during the recapitalization period last year and with his energy and enthusiasm with all crucial acquisitions since then. Next, I would like to summarize the steps we have taken so far and map out our next moves. As it has been evident to you, we have transformed NOG to a stable, free cash flow positive company with a significantly more robust outlook for 2020 and beyond, poised to start returning capital to shareholders. We have one more move necessary to be able to initiate a sustainable and growing dividend for our shareholders, that is to replace or renegotiate our senior notes. The worst-case scenario is to wait until May 2020 when our senior notes are callable. At that point, we can replace those notes and pay a dividend for the second quarter of 2020.

The more desirable path could be a function of negotiation with our bondholders, which I intend to lead in the next several months. If we can negotiate a win-win path for our bondholders and shareholders, then we could be able to initiate a dividend at that point, which may be sooner than May 2020. With the cash flow positive position NOG is in now, plus the accretive acquisition opportunities and the ground game in front of us, we believe we can: one, start a sustainable dividend; and two, grow our production, earnings, EBITDA, and our dividend on regular basis.

Finally, while our stock price does not reflect the exceptional position NOG is in today, and it does not reflect the great work we've done in the last 20 months, we believe it is simply creating a great buying opportunity. Thanks. I look forward to answering any question during the Q&A segment, and now I'll return the call to Brandon. Brandon?

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Brandon R. Elliott, Northern Oil and Gas, Inc. - CEO [7]

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Thanks, Bahram. With that, I'll actually turn the call over to the operator for the Q&A portion of the call. Brenda, if you could please give the instructions for the Q&A?

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Questions and Answers

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Operator [1]

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(Operator Instructions) And our first questions are from the line of Neal Dingmann with SunTrust.

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Neal David Dingmann, SunTrust Robinson Humphrey, Inc., Research Division - MD [2]

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And Mike, congrats. I've got a question, Brandon, for you. When you all look at and discuss -- you've been discussing sort of that active ground game in press releases and again today and then you also talked about today, the number of wells that you're nonconsenting. So my question was, could you discuss now how you look at the required group rate of return on deals? Not just bigger deals but obviously on the ground game? And if this change is based on changes that you continue to see in your weighted average cost of capital?

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Brandon R. Elliott, Northern Oil and Gas, Inc. - CEO [3]

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Yes. I mean I think we're -- we continue to be selective. And I think, as you heard Nick say, ground game stuff is as busy as it's ever been. So in some ways, we almost view this that we are, kind of, investing almost countercyclically, right? You've got lots of investment opportunities in the ground game. So it provides us the opportunity to continue to be selective and keep raising our hurdles. I mean I think we're in that, certainly, in excess of 20% to 25% IRR to get in the door. And again, being more and more selective as we see more and more opportunities out there in front of us.

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Neal David Dingmann, SunTrust Robinson Humphrey, Inc., Research Division - MD [4]

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Okay. And then just lastly for Nick or Bahram. You, Bahram, talked about addressing the bond. And I'm just wondering, is it -- with different sort of free cash flow sensitivities coming into that, will that play into it? Or is it -- with the bondholders, could you maybe talk about -- because I agree, you all have a great, great free cash flow at most sensitivities out there. So I'm just wondering how you look at -- as you get closer to that May of next year, I mean is it more on -- I am just wondering what are the factors that will play into that?

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Bahram Akradi, Northern Oil and Gas, Inc. - Chairman of the Board [5]

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Look, this is a simple proposition for us. We -- and I'll go back a little bit to give you and everybody else a clear path of thinking. We did what we needed to do to get the company in the position we are in.

We did a deal with TPG. I am grateful to the work they did with us. We were able to negotiate the unthinkable deal with our bondholders for exchange that allowed us to make some critical acquisition, which the team did a phenomenal job over the last 1.5 years. With the objective of creating, just like Nick said, a cash flow positive company that is focused on growing the free cash flow on a regular basis, that's our thought, that's our strategy, that's what we make every move for. We, basically now are in a position where the company could pay a dividend starting today, had it not been for the covenants that was negotiated in our second lien. And those covenants made sense at the time to negotiate both for them and for us with the position the company in, the condition we were in, we had to do what we had to do.

Today, that situation is obsolete, based on the condition of NOG. So the worst-case scenario, like I said, we just wait, we grow the cash flow as you can do the work, you can see the 2020 cash flow will be significantly higher than the -- free cash flow will be significantly higher than the 2019 free cash flow.

And then we basically have to either redo our bonds and get the bonds and -- a revolver that is larger and a bond that is smaller and then has no piece as long as we keep the debt-to-EBITDA under 2x, which is the goal the company has stated. And I'm confident with the team that we will continually keep the company below a 2x debt-to-EBITDA. So -- and then make sure a lot of the covenants that are restrictive in terms of dividends or share buyback or anything else or the size of the revolver, all of those has to go away. So if I am able to negotiate something reasonable that creates a win-win opportunity for not only the bondholders but also the shareholders sooner than May 2020, well, that's exactly what I'm going to attack starting in the next 30 days.

And then if that doesn't work, we will just go Plan B and pay everything off in May 20 -- May 15 is the time where notes become callable. We'll be prepared to do it by the time that becomes callable and then we can just go ahead and pay a dividend by the end of the second quarter for the second quarter. That's our goal.

I can't tell you more details than that today because depending on what we're able to work, what we're able to negotiate, we make the necessary adjustments for it. But I'm a large shareholder, I love to have return-of-capital for me. And I'm sure all the other shareholders feel like it would be nice to get a steady return. And my personal objective is to give a return that is better than a 10-year bill, T-Bill for our -- on an ongoing basis, sustainably, reliably be able to give something better than that to the shareholders of the company. And we are so close I can smell it, I can taste it, I just want to get out there and do the work necessary to do it.

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Operator [6]

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Our next questions are from the line of Derrick Whitfield with Stifel.

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Derrick Lee Whitfield, Stifel, Nicolaus & Company, Incorporated, Research Division - MD of E&P and Senior Analyst [7]

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And congrats, Mike, on Northern's progress during your time with the company. Perhaps for Brandon or Nick, could you speak to the specific midstream system expansions that are scheduled to come online in the second half and early 2020 that are expected to alleviate your curtailments?

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [8]

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Yes, Derrick. There are, I believe, 6 gas processing plant expansions going on in the basin. The major players would be Kinder Morgan, ONEOK, Targa. ONEOK, in addition, also has some major NGL expansions. Some of those will come on late in this quarter. It obviously may take some time for those wells to turn to sales even as the plants come online. Some of them are later in the year, and I believe the Demick's Lake II plant comes on in the first quarter of next year.

But what I would say is that I had a lot of discussions with investors in the fourth quarter of last year when oil differentials went to minus 20. And investors were in a full panic about it and said this would last, oh gosh, this is going to last for the whole year and all those things when and you looked at about it, it was really a temporary issue. I think we see this largely the same way. And particularly, panicking about it today is a little humorous to me because these plants are actually coming online.

These plants and the NGL expansion that's associated with it should likely set the Basin up for another 3 or 4 years of material excess capacity. So I would expect soup to nuts when it's all done that you'll see NGL yields improve, gas pricing improve as well as -- frankly, we know what's shut-in, and where we're being curtailed, but we don't even know if there's the potential that some of our existing production is also being modestly held back. So this really should have a material positivity on the entire basin.

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Derrick Lee Whitfield, Stifel, Nicolaus & Company, Incorporated, Research Division - MD of E&P and Senior Analyst [9]

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Great. And then perhaps just staying with you, Nick, regarding the revised LOE guidance for 2019, as I understand that's largely attributable to the VEN transaction and production curtailments. How do you expect that to project throughout the year and into 2020?

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [10]

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Yes. So I think the VEN assets, they have an LOE that's closer to $10. There is a benefit that comes from that. Some of that's just that those are -- it's an older vintage program, meaning that's why it has lower declines, but you obviously have higher unit costs. The other part is that, they also have some additional processing costs but that yields in typically better gas pricing for those assets than our corporate average. So you'll see some benefit there. I think in terms of if you back into where our guidance is for the rest of the year, I think it would largely be potentially flat -- I guess, flat to up, kind of, for the rest of -- the remainder of the second half of this year. I do think that the combination, if we're looking out into 2020, it could mean some relief from that and perhaps some moderation in 2020 and beyond.

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Derrick Lee Whitfield, Stifel, Nicolaus & Company, Incorporated, Research Division - MD of E&P and Senior Analyst [11]

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Very helpful. And if I could sneak one more in, I think Brandon noted in his prepared comments that Northern elected to nonconsent on 20% of the inbound well proposals in Q2. Were the step-outs wells that you guys referenced primarily attributable to one operator?

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Brandon R. Elliott, Northern Oil and Gas, Inc. - CEO [12]

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Yes. One operator and a -- basically, one -- yes, Divide County, one BSU.

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Operator [13]

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And your next question comes from the line of Jeff Grampp with Northland Capital.

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Jeffrey Scott Grampp, Northland Capital Markets, Research Division - MD & Senior Research Analyst [14]

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Was curious, I know you guys obviously haven't put anything out formally on 2020, but just conceptually wanted to approach the topic. Is it fair to think -- I know, kind of, seasonally the years tend to start a little slower with weather and completions. But given some of the ground game stuff you got going on and the midstream relief, should we expect 2020 to maybe start a little quicker than it has in years past? And do you guys have any sense of, kind of year-over-year what completed well count could look like as it stands today?

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [15]

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Jeff, it's Nick. I think that Williston weather is always a wild card. And so while -- what you're suggesting, it is possible that we have a, kind of, counter-normal first quarter and we have very strong production, it's also possible that you have really cruddy weather and a lot of those completions get pushed out into the second quarter, it'll really depend. So I think it's a little early for that. I think when we guide to 2020, I mean I think in terms of the impact for the year, it might not have a huge impact, but it may have an impact on the cadence. And so I think the best part for us is that we generally report our fourth quarter in March. And so by then, we'll have a good idea of what that looks like. So I would say, in an abundance of caution, I think it's always safe to push some of that activity because the winter is always a wild card.

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Jeffrey Scott Grampp, Northland Capital Markets, Research Division - MD & Senior Research Analyst [16]

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Okay, that's fair. I appreciate that. And my follow-up. You guys obviously have had lots of success with the ground game this year upping the budget, seen some good opportunities. I was curious if you guys have an opinion on what the longevity is of that, kind of, buyers' market in the ground game? I mean do you guys think that this is, kind of, an abnormally high year? And maybe that steps down in 2020? Or is this kind of a multiyear kind of tailwind that you guys can see on the ground game?

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [17]

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I mean I would just say, judging by the public equity markets and what we're observing day-to-day, I don't think this is going away any time soon. I do think that this has been an abnormal year, and I think that it'll really depend on where oil prices are next year and how much the industry has gotten closer to center in terms of their own cash flow obligations. So I think it's a little early to look at 2020 and beyond. But what I would say is that if we're a free cash flow entity, which we are, we obviously want to allocate a portion to this and as Bahram stated, a portion to our shareholder returns. And so we'll be pretty thoughtful about how we budget it on an absolute dollar basis going forward.

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Operator [18]

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The next questions are from the line of Lenny Raymond with Johnson Rice.

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Leonard Joseph Raymond, Johnson Rice & Company, L.L.C., Research Division - Research Analyst [19]

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Just one quick question. So the ground game's been the focus on the acquisition side as of late. But can you guys provide an update on your current appetite for a large-scale acquisition following the closing of the VEN Bakken deal?

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [20]

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Lenny, it's Nick. Those opportunities are out there, but I think we feel fairly satiated at the moment. I think we've got -- we're tickled to death with the deal that we did. And I don't -- I wouldn't hold your breath thinking we're going to do anything any time soon.

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Leonard Joseph Raymond, Johnson Rice & Company, L.L.C., Research Division - Research Analyst [21]

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And then just quick, you said the opportunities are out there. You all used to throw numbers out there, how much you all saw in the basin. Is there a number right now that you all see, like, $200 million?

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [22]

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$5 billion worth of stranded assets out there.

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Operator [23]

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Our next questions are from the line of Mike Kelly with Seaport.

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Michael Dugan Kelly, Seaport Global Securities LLC, Research Division - MD and Head of Exploration & Production Research [24]

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First off, Mike, congrats on what you've built at Northern, and best of luck in your next venture. First question I'm going to steal from a client that just came inbound to me with this, and you guys are intimately better equipped to handle it. And the question was, given what we heard from Whiting yesterday about the current state in the Bakken and constraints, why do you think that Northern's second half guidance isn't at risk?

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Brandon R. Elliott, Northern Oil and Gas, Inc. - CEO [25]

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Yes. Mike, it's Brandon. I'll start and then I'll let Nick chime in. I think -- one, obviously, we watch this on an operator-by-operator basis with our exposure across the basin. So we think -- we think we've got that pretty well dialed in. Obviously, as you heard in our prepared remarks, we're taking a pretty conservative stance on when that production comes back. And it certainly gauged a little bit on what Nick said about infrastructure additions in the back half. So I would say we feel pretty good about where we've got it and risked in the back half. Nick?

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [26]

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Yes. I mean I think it's important to understand the context that the Bakken varies greatly from one part to another. So there are gassier portions, there are oilier portions. And certain operators that may have been mentioned, may be developing parts in high-gas GOR areas in the basin, particularly as you look to that bull's-eye in McKenzie County. So there are parts of -- if you were developing some of those parts right now, you may face extreme curtailments. And then there are other parts of the field that are operating just fine and normally with plenty of capacity.

So the benefit we have as a nonoperator is that we're across an entire basin. And I would just say, rest assured, there are always unexpected things that occur. But we've taken a pretty hard whack to our guidance and spent a lot of time between our land and engineering personnel. And we're obviously monitoring the completion cadence and the DUC cadence of the operators, in particular to try to make sure that we're risking this accordingly. It doesn't mean we're always right. But the other thing I'd just say, in terms of our back half cadence, for example, with the flywheel assets, the flywheel assets are not experiencing any material curtailments at all. And so largely, a lot of our quarter-to-quarter growth is driven in part by that. So I think we feel pretty good about it. Candidly, I think we feel that the potential of the assets is a heck of a lot greater, but we'll have to see, depending on the timing of that, when that comes on.

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Michael Dugan Kelly, Seaport Global Securities LLC, Research Division - MD and Head of Exploration & Production Research [27]

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And switching over to free cash flow and where you are going to be in 2020. We saw last -- in the second quarter, $87 million of annualized free cash flow and even with our updated model it has a much more conservative view of commodities in 2020. Cash flow -- free cash flow is significantly higher. So I'd love for you to kind of talk about the balance of where this could be bucketed in 2020. I'm kind of curious if you'll come up with something that's more formal on this approach or if this is really going to be dictated by the opportunities you see in the ground game.

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [28]

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Mike, we're financial guys here by and large. And so I think we believe in a formulaic response to that. And so I think when -- as Bahram mentioned, we're in the beginnings of moving towards that period. And I think once we have the confidence that we're through any refinancing or renegotiating of those bonds, we'll be able to lay out a strategy that will be very sensible, that people can feel comfort about what that return should be a year.

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Operator [29]

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(Operator Instructions) Our next questions come from the line of Jason Wangler with Imperial Capital.

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Jason Andrew Wangler, Imperial Capital, LLC, Research Division - MD & Senior Research Analyst [30]

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I wanted to ask, obviously you bought some of the second lien in during the second quarter. Maybe Nick, can you just talk about kind of the pushes and pulls there as far as paying back the facility versus getting some of the second lien in? And just kind of how you think about that going forward?

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [31]

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Yes. Jason, I mean, I think -- look, on a return-on-capital basis, obviously buying any second lien has a higher return than paying down your revolver. The offset is the obvious, which is you're not creating liquidity. So those are things that we have to be mindful of over time. When people ask about the second lien and dividends, it's -- I don't want to be dismissive, it's extremely important. But the biggest feature in those bonds that is difficult to swallow is the fact that it caps our revolver.

And so whereas our reserve base would support a revolver substantially higher than it is today with a much lower cost to capital, it's capped. And those reasons are obvious when those bonds were created, but it's not appropriate for where we are today. And so what I would say is that when we are freed from those tethers, obviously then dealing with those bonds and dealing with the liquidity constraints simply don't exist anymore.

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Bahram Akradi, Northern Oil and Gas, Inc. - Chairman of the Board [32]

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And I want to add -- this is Bahram, the reason we are dealing with these, sort of, limitations of the bonds' covenants today, it's only because we have accomplished everything we wanted to accomplish in 3 years, in 1.5 years. We are way ahead of our goals and objectives and the strategies that we laid out when we negotiated the exchange. And therefore, we just have the opportunity to deal with those things way sooner. That's it. I mean it's not because there is anything wrong, it's just we have overperformed our own expectation in terms of how fast we were able to grow this company, how fast we could make it become a cash flow positive.

So we're now -- this is all great news, there is no bad news in here. We just have to, kind of, deal with this. This is just our next step and last step, in my opinion. I can't think of anything else. But we really are somewhere between 90 days to 180 days before we have a clear picture of what path is the most of appropriate path, which one is the most cost-effective for our shareholders. We obviously aren't going to pay a whole bunch of fees one way or the other, we're going to do the most sensible deal for the shareholders of the company. So again, I'm excited to jump in and start dealing with that. But hopefully, we'll have a lot more to share with you on the next call, 3 months from now.

And one more component piece is in here, is that by end of October, everything that is happening in terms of the shares that we issued to Crestview or the extra cash that we have to pay for those acquisitions, all of that will be gone by end of October. And we will have a much, much more clear path on how everything will shake out. It's totally -- like I said, all the pictures will be significantly more clear by the end of third Q, and when we report to you guys again.

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Jason Andrew Wangler, Imperial Capital, LLC, Research Division - MD & Senior Research Analyst [33]

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And then Nick, just quickly on the second liens. Are you guys under the threshold to no longer pay to pick? I just wanted you to confirm that.

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [34]

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Confirmed.

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Operator [35]

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And our next questions are from the line of Phillips Johnston with Capital One Securities.

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John Phillips Little Johnston, Capital One Securities, Inc., Research Division - Analyst [36]

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My question's just on the cadence as to net wealth to sales in the second half of the year. I think you're expecting around 22 or so net wells in that time frame if the math's right. So should we think about 11 or so in each quarter? Or is it a little bit more weighted towards Q3 or Q4?

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Brandon R. Elliott, Northern Oil and Gas, Inc. - CEO [37]

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Probably slightly more weighted to Q3, which, again, somewhat normal weather cadence but yes, slightly more weighted to Q3.

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Nicholas O'Grady, Northern Oil and Gas, Inc. - CFO [38]

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And just remember that, Phillips, depending on when they come on within the quarter, if it came on in September, it's going to obviously have more of an impact on the fourth quarter. So the cadence of it doesn't necessarily translate instantly into production.

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Brandon R. Elliott, Northern Oil and Gas, Inc. - CEO [39]

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That's right. Plus you've got the curtailments issue that we've clearly mentioned.

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John Phillips Little Johnston, Capital One Securities, Inc., Research Division - Analyst [40]

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Okay. And then, it still seems like the well costs are trending just over $8 million or so given your organic CapEx and your net well guidance.

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Brandon R. Elliott, Northern Oil and Gas, Inc. - CEO [41]

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Yes. We actually saw the AFEs come down to $7.7 million. The stuff that we consented in 2Q actually came down a little bit. So hopefully, that may provide a little bit of downward average well cost later, but again, those are wells we're consenting to now. So those are 2000 -- late '19 or more likely 2020 adds but well costs good and probably trending slightly in the good direction, which is down.

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Operator [42]

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Thank you. We've now reached the end of our question-and-answer session. I would like to turn the floor back over to management for closing comments.

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Brandon R. Elliott, Northern Oil and Gas, Inc. - CEO [43]

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All right. Thank you, everyone, for the -- your participation in the call and your interest in Northern Oil and Gas. Obviously, please take note, we have a pretty busy schedule the next several months, conferences around the country. And some of those details are included in our press release. So we look forward to seeing some of you on our travels and plan on talking to you again next quarter. Brenda, you can please give the replay information. We appreciate everyone attending today.

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Operator [44]

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Certainly. To access the digital replay, please dial (877) 660-6853 or (201) 612-7415, and enter access code, 13692790. Thank you for your participation, you may now disconnect your lines.