Good day, everyone, and welcome to Northern Oil and Gas Incorporated's third quarter 2016 earnings results conference call. This call is being recorded. With us today from the company is the Tom Stoelk and Brandon Elliott. At this time, I will turn the call over to Brandon. Please go ahead, sir.

Thanks, Shannon. Good morning everyone. This is Brandon Elliott, we are happy to welcome you to Northern's third quarter 2016 earnings call. I will read our Safe Harbor language and then turn the call over to Tom Stoelk for his opening comments and discussion of the financial results for the quarter. 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 including, 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 will also make references to 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. With the disclosures out of the way, I will turn the call over to Tom.

Thanks Brandon. Good morning and thank you for joining the call today. I would like to begin the call with an operational and financial comments to provide some color as you review our earnings statement and then get to your questions. Production averaged 13,442 Boe's per day in the third quarter, despite the fact that during the quarter we had some of our best producing well shut-in to frac protect them, while completion activities occurred on adjacent locations. The loss from these shut-ins was partially offset by the improvements in well productivity we're seeing on many of our newer locations. The good news is that the shut-in wells, a number of them and a number of the newly adjacent wells for the most part were placed into production on October, which will help our fourth quarter production. We estimate that shut-in production lowered our third quarter production by approximately 600 Boe per day. Despite the impact of the shut-ins we are maintaining our 5 million Boe total production forecast for 2016. Drilling activity in the basin remains moderate with North Dakota rig count at 34. Our current inventory of wells and process at the end of the quarter was approximately 9.4 net wells. We elected to majority of the well proposals we received in the third quarter. The higher consent rate is representative of the fact that most drilling activity is occurring in core of the play. In addition, strong improvements in well productivity combined with lower development cost per well are increasing internal rates return at existing commodity prices. In our most recent Investor Presentation, that's available on our website, a slide titled Focusing on the Core does a nice job of presenting our core focus area. As this slide denotes, we believe we have over a 10 year…

[Operator Instructions] Our first question is from Neal Dingmann with SunTrust.

Maybe just an overall operating question. You've got a lot of good slides out today; I'm particularly looking at slides 6 and 7. We've heard a lot of the Bakken operators talk about the improved efficiency and cost improvement that you spoke of. Given those things that we've seen, I know you don't have a full 2017 plan out, but based on now the improvement that we are certainly seeing, especially in the Bakken, will that change your thought about maybe going more on the offensive, or is it still about protecting the balance sheet, staying within cash flow? I'm just wondering again how these efficiencies and costs will play into that?

We haven't -- the Board actually meets in December, so we'll finalize our CapEx kind of at that time, so we don't have any guidance for CapEx kind of going forward, but to your point, it's going to be awfully price sensitive. If prices get into the low to mid 50s, you'll probably see us get maybe a little bit more aggressive on the number of well completions. If they stay sub-50, I think you're going to see a stay the course and basically drill within cash flow trying to maintain a fairly flattish production profile.

And then just lastly, Tom, are you being approached continually still by a lot of the operators as far as trying to partner with them? Obviously, you all have still a great reputation with a lot of the operators, the private like Slawson, all the way to the larger public operators. Is that just continuing every day or --?

Actually you stated very well. It really hasn't changed effectively. We've been more aggressive I think in the last couple of quarters looking at the non-operated interest in the wells that we're in and have solicited them for the ability to buy their interest. And some of them are interested. We've done that and we're getting a lot of call back. So I think to your point, it still continues on and we're trying to use the advantage of being in so many wells across the basin to try to take advantage of that as we allocate capital.

Lastly, Tom, are you able to -- I don't hear too much about when you all and others speak about minerals, are they just not available in the Bakken because that acreage has been around so long, are you able to pick up any minerals along with the leases?

Most of them are held by production, but what we are doing is being opportunistic within that core focus area and I commented on that within the script and we continually try to mine those opportunities there. They are generally very, very small acreage acquisitions, but they represent really good opportunities, so not a tremendous amount of capital because there are not a tremendous amount of opportunities, but the opportunities, we believe are there and continue to be there are kind of these smaller acreage, which is kind of in a middle of our fairway.

Our next question comes from Owen Douglas with Baird.

Thanks for taking the question here. Just wanted to get a little bit more granularity if I could. So when you talk about this development plan and pacing, I guess I don't really know what the near-term target is. Are you guys thinking more in the mode of trying to hold production flat, or is there some sort of a growth objective in the near term?

I think in a low price environment, you'll likely see us kind of stay the course where we're at, which is approximately about 10 wells per year. With an uptick prices, you might see us get a little more moderately aggressive with it. But we're going to be mindful kind of our liquidity, kind of where we're at now we try to maintain more of a flattish production profile. If you remember, year-on-year we'll be down about 15%, but drilling it about 12 well level of activity, we believe we can keep that flattish to maybe softly slightly up.

That's helpful. And that's relative to 2016 levels when you talk about the flattish to modestly up?

Correct. Yes, compared to where we're expecting on this year.

That's very helpful there. And then also just wanted to get a little insight into the borrowing for base re-determination process? Can you give a sense for whether or not your lenders were looking at your existing acreage position and wells and giving you guys' credit for some of the development improvements? No, I'd say that most of it was just PDP focused, a little bit PDNP, very little of any credit. And some banks honestly just didn't give us any credit for the PUD locations, so mostly PDP.

I see. And as far as thinking about your undeveloped acreage there, do you guys have any plans on -- or have you guys given any thought to strategies to accelerate the monetization of some of that?

As a non-operator we really don't have the ability to kind of direct the drilling and things like that, so we just kind of continue to mine the opportunities. We're about 83% held by production, so we really don't have a lot of expiration risk with respect to our acreage and we'll just kind of continue to mine the opportunities that come in, and that again, as emphasized, its really return based, as a non-operator we obviously have a lot of flexibility over the capital that we can't allocate, but --

Owen, this is Brandon. I think one of the opportunities that we had have been, means it's the ground game of Northern is kind of looking for additional working interest in units and wells that were already. So that's one version I guess of accelerating as the ability to pick up additional working interest in wells. And acreage that obviously have AFEs in motion, so I guess that's the non-op version of increased activity levels.

And when we see an opportunity on a well bore, we're always asking about picking up the incremental acreage kind of with respect to it, and you just see those opportunities when you have an operator, maybe AFE 16 well pad. There are a number of non-operators that just that's too big of a bite for them, they're looking to layoff a portion of their interest, don't want to get out of the well totally, but its those type of opportunities that we try to capitalize on.

And if I could, I'm not sure if I missed this earlier, but can you guys share some of the color -- I know in the past has been shared about the number of AFEs that have come your way versus consents. Any sort of color as to what sort of opportunities you guys are seeing from your development partners.

We're about 66% consent rate kind of year-to-date. That's fairly consistent with what we saw on the quarter. I think the activity level, this quarter with the elections compared to prior quarters, fairly consistent on election rate and kind of number, so fairly steady in October. Again, its much our consent there, almost everything in the door because it was all really core Mackenzie, Montréal focus for us, so fairly consistent.

And I've got to ask this one, but as far as thinking about getting your interest down, I think you guys are about $60 million give or take running at for a year. What sort of a cut do you think you need in order to have this balance sheet in the shape that you think is required?

I'm not going to give you a total answer on that, but we're aware of kind of our debt levels and really keenly focused on it. One of the opportunities for us is -- I think there is one solution for us to, its going to be some debt reduction, but there might be other solutions out there with respective incremental acquisition of properties and things like that that create cash flow and generate additional EBITDA. So I can't really give you a number of $1 amount of debt reduction, but I can tell you yet, as part of our process, we're keenly aware of it. We're focused on it. And I guess with the lack of no near term, maturities and kind of hedging levels that we're at, the liquidity that we've had, we clearly have time to address it without a situation where our hand is kind of being forced, and I guess that'd would be my comment to you,

But just to reemphasize it obviously, debt covenant changes, but we got the prior re-determination we think gives us very good room on those issues as well, but I know you know that.

Right. I guess it was less of a balance sheet question per se than thinking about, well, you are paying $1 a share of EPS just in terms of interest there, so what kind of level do you think you need to try to have this company better capitalized?

Certainly, I'd like to see the debt levels reduced. And it depends on the number of factors. Its going to depend on commodity prices, as well going to depend on differentials in that, it wouldn't hurt us to have a couple of hundred million dollars of lower indebtedness clearly, but clearly outside of that, that's about all I'm willing to comment on.

Our next question is from Peter Kissel with Howard Weil.

Quick question for you. I know you've mentioned acquiring additional working interest in wells and you made the recent acquisition here as well, but what about going the other way and using some of your production as a source of funds? In the whole context of strategic alternatives, is that something you are viewing as well to ultimately reduce debt?

Everything is basically on the table with respective alternative and its something that we are taking a look at. We made some small divestitures incrementally. I think we've divested just under about two net wells, 1.8 net wells. And they are usually specific opportunities with an operator looking to acquire additional interest. We might not have the same view on what the upside is, with respect to it letting and choose to sell something, but it's traditionally lower and probably doesn't move the needle a whole lot. We are looking at some opportunities in some of our non-core areas and are constantly getting inbound calls with interest, which actually this quarter has picked up, the inbound or your interest in the selling well bore, it's something we focus on. I think the point I'd tell you is that when you look at our focus area in the value there with 10 year inventory there, that's an area that I think would be very difficulty for us to really get rid of because that's the core of our asset base. Its where most of our, at least in this price environment opportunities exist, with about 154 or so properties that are economic, existing strip prices, so we're going to hang on to those and continue to look around, but to your point, it certainly is an alternatively, its certainly something that we continue to evaluate.

And obviously you mentioned the acquisition, with that kind of acquisition potential, a small deal yes, but I think if you look at, what we paid either on a Boe per day or even with zero on the acreage or even lower Boe per day when you put some acreage value on it, I mean that's a great little ground game Northern kind of acquisition and I think the patience that we have displayed through the downturn I think is going to bode well for us on some of these little deals on a go forward basis.

And I am assuming in an ideal world, you could sell some of your non-core acreage that doesn't have any cash flow on it, but that market is probably a little bit tougher, but I'm assuming you are looking at that as well.

Yes. I think that market is an awful lot tougher, but we are looking at it.

All right. And then maybe just one clarification on -- I think it was, Brandon, on one of your last answers -- just to reiterate, for your debt covenants, you are comfortable as it stands right now and you don't see any issues in the near future?

Yes, let me step on that. Yes, we are in compliance and in really with our projections are in really good shape. The interest coverage covenant is the only one that really ever gets close and that doesn't spring back until June 30 as of 2018 in the current facility matures on September 30th of '18, so good shape there and they'll think we're going to have a covenant issue period.

Our next question comes from Sean Sneeden with Oppenheimer.

Thanks for taking the questions. Tom, I think maybe for you. You started I think to indicate that some of your 2016 vintage wells had been trending towards a 600,000 Boe type curve and as you are more than aware, some of these larger operators are talking about some pretty impressive large completions with call it 1.5 million type of type curves. Have you guys participated in any of those yet, or are they in any of your inventory at all?

Yes, we have. I mean you've seen some color from Whiting with respect to the role of federal well where in that. The Carscallen well we were in. Abraxas came out with a release yesterday with a well. And the Brangas well were in, so one thing, just to clarify that it was 900,000 not a 600,000, I'm sure that's what you meant.

Yes, sorry. Yes. I think that's helpful and good to know. I guess, secondly, differentials have obviously continued to come down pretty nicely as we've come along here in 2016. How should we be thinking about that going forward for you guys? Are you seeing market improvement? I know you tend to have that flow through on the OpEx side.

Yes. I think we're fairly conservative with our fourth quarter to be honest with you. Eight to 10 is kind of where we're pegging it for the fourth quarter, with additional capacity expansions, that are on the Board plan that kind of come on late '16 or more probably into '17. I think that's going to be helpful with respect of actually reducing it. It's hard to pick a number to be honest with you. I would think its going to kind of stay the courses to where its at through the quarter would be my best guess and you may see it step down a $1 or $2 in '17, probably more second half than first half, because of the timing of completion of expanded capacity kind of coming online.

That's helpful. And maybe just lastly on the balance sheet. I know you talked about having some discussions in the past with some bondholders on potential second lien and equity type of exchange, but you seem to mention that current prices aren't very attractive in the mid-to high-$70s. I guess in order of magnitude perspective, what would you need to see to reengage folks again? Are we talking about $60s or do you really need something more like $50s in your mind to make things really interesting?

I'm not sure we have a particular number in mind with respect to it. I guess in the scripted comments was that you've seen those kind of trade up. And in the discussions that we've had, I think the holders probably look at it and say, boy, you've got excellent liquidity. You have no near term maturities. They have different price expectations like everybody does with respect to it. So I won't speak for them, but my impression is they're not overall concerned with recoverability with respect to their holdings. So I think one, you'd need to see a discount or the ability -- I think missing our equity kind of trade down. I think obviously, I'm biased. I think its been way over done, but you know I think you're going to need to see a little bit of recovery where your comment is a little bit better currency and because we have a producer responsibility to our common shareholders, not to overdo it. So it isn't attractive enough based on the discussions we've had. We'll continue to have those discussions likely and let's see if we can get to somewhere, because as I mentioned in one of the other answer as well, we're keenly aware of it and we're focused on it and al though we don't work on a day in day out, we work on a we can't wake out certainly, so we're really focused on it.

Thank you. I'm showing no further questions at this time. I'd like to turn the call back over to Brandon Elliott for any closing remarks.

All right thanks everybody for your participation and your interest in Northern Oil & Gas. Shannon will give you the replay information and we look forward to answering any follow-up questions that you guys have or seeing you out on the road. We appreciate everybody's interest. Everybody have a good day.

Ladies and gentlemen, as a reminder, a replay of this call will be available today, November 9, 2016, at 2:00 o'clock PM Eastern standard time until 11:59 PM Eastern standard time, November 15, 2016. The dialing numbers are 1855-859-2056 or 1404-537-3406 for international calls. Their passcode is 4937592. Thank you for participating in today's conference. This concludes the program. You may all disconnect. Everyone, have a great day.