バタリオンオイルの適時開示・決算・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 13, 2025

Battalion Oil Corporation

(Exact name of registrant as specified in its charter)


Delaware	001-35467	20-0700684
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


820 Gessner Road Suite 1100 Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (832) 538-0300

(Former name or former address, if changed since last report)

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock par value $0.0001	BATL	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On November 13, 2025, Battalion Oil Corporation (the “Company”) issued a press release with respect to the Company’s third quarter 2025 financial results. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release contains certain measures discussed below that may be deemed “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In each case, the most directly comparable GAAP financial measure and information reconciling the GAAP and non-GAAP measures is also included in the press release.

Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

From time to time management discloses net income (loss) and earnings per share excluding selected items as well as EBITDA, LTM EBITDA, cash flow from operations, general and administrative expenses adjusted for selected items. These measures are presented based on management’s belief that these non-GAAP measures enable a user of the financial information to understand the impact of these items on reported results. Additionally, this presentation provides a beneficial comparison to similarly adjusted measurements of prior periods. These measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flow from operations, as defined by GAAP. These measures may not be comparable to similarly named non-GAAP measures that other companies may use and may not be useful in comparing the performance of those companies to our performance.

Item 8.01

Other Events.

The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished as part of this Current Report on Form 8-K:


Exhibit No.		Description

99.1		Press release issued by Battalion Oil Corporation dated November 13, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BATTALION OIL CORPORATION


November 13, 2025	By:	/s/ Matthew B. Steele
	Name:	Matthew B. Steele
	Title:	Chief Executive Officer

EX-99.1 2 batl-20251113xex99d1.htm EX-99.1

Exhibit 99.1

Battalion Oil Corporation Announces Third Quarter 2025 Financial and Operating Results

HOUSTON, TEXAS – November 13, 2025 – Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the third quarter of 2025.

Key Highlights

●

Generated third quarter 2025 sales volumes of 12,293 barrels of oil equivalent per day (“Boe/d”) (53% oil)

●

AGI facility remains out of service

●

Gas Production is being treated by third party

●

The Company has entered into an amendment of its existing credit facility allowing additional operational flexibility

●

The Company continues to pursue potential merger, acquisition and divestiture opportunities

Management Comments

Drilling and completion operations concluded in the West Quito Draw with two wells coming online and producing an average of 883 Boe/d over the first 120 days of production. Well operations yielded more than $1.1 million in savings per well across all phases compared to AFE. Both wells are still on choke while flowing back, confirming the significant inventory in the asset area.

The acid gas injection (“AGI”) facility ceased operations on August 11, 2025 and remains out of service. In response, we temporarily shut in a portion of our Monument Draw field and redirected our gas production to alternative gas processing options available in the immediate vicinity of our operations. Currently, we have brought most wells back online; however, approximately 1,600 barrels of oil per day remain shut-in across Monument Draw ready to flow to sales.

Results of Operations

Average daily net production and total operating revenue during the third quarter of 2025 were 12,293 Boe/d (53% oil) and $43.5 million, respectively, as compared to production and revenue of 12,076 Boe/d (52% oil) and $45.3 million, respectively, during the third quarter of 2024. The decrease in revenues in the third quarter of 2025 as compared to the third quarter of 2024 is primarily attributable to a $2.24 decrease per Boe in average realized prices (excluding the impact of hedges) partially offset by an approximate 217 Boe/d increase in average daily production. Excluding the impact of hedges, Battalion realized 98.3% of the average NYMEX oil price during the third quarter of 2025. Realized hedge gains totaled approximately $4.1 million during the third quarter of 2025.

Lease operating and workover expense was $11.69 per Boe in the third quarter of 2025 versus $11.56 per Boe in the third quarter of 2024. The increase in lease operating and workover expense per Boe year-over-year is primarily the result of increased water production from new wells yielding higher disposal costs. Gathering and other expenses were $9.02 per Boe in the third quarter of 2025 versus $11.20 per Boe in the third quarter of 2024. The decrease in gathering and other expenses per Boe is primarily related to progress made at the central production facilities yielding lower labor and repair costs as well as increased throughput and overall production volumes being treated by the AGI facility during 2025. Although the AGI facility ceased operations on August 11, 2025, we were able to secure treatment at alternative facilities.

The AGI facility treated natural gas production from March 2024 to August 11, 2025. General and administrative expenses were $2.73 per Boe in the third quarter of 2025 compared to $3.46 per Boe in the third quarter of 2024. The decrease in general and administrative expenses for the third quarter of 2025 is primarily due to lower merger costs. Excluding non-recurring charges, general and administrative expenses would have been $2.44 per Boe in the third quarter of 2025 compared to $2.58 per Boe in the third quarter of 2024.

For the third quarter of 2025, the Company reported a net loss available to common stockholders of $15.0 million and a net loss of $0.91 per share available to common stockholders. After adjusting for selected items, the Company reported an adjusted diluted net loss available to common stockholders for the third quarter of 2025 of $15.7 million or an adjusted diluted net loss of $0.96 per common share (see Reconciliation for additional information). Adjusted EBITDA during the third quarter ended September 30, 2025 was $18.9 million as compared to $13.5 million during the quarter ended September 30, 2024 (see Adjusted EBITDA Reconciliation table for additional information).

Liquidity and Balance Sheet

As of September 30, 2025, the Company had $213.8 million of term loan indebtedness outstanding and total liquidity made up of cash and cash equivalents of $50.5 million.

On November 12, 2025, the Company entered into the Second Amendment to the Second Amended and Restated Senior Secured Credit Agreement which provides total net leverage ratio and asset coverage ratio covenant relief through the fiscal quarter ended June 30, 2027.

For additional details on liquidity, financial position, and recent developments, please refer to Management’s Discussion and Analysis and Risk Factors included in Battalion’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Forward Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not strictly historical statements constitute forward-looking statements. Forward-looking statements include, among others, statements about anticipated production, liquidity, capital spending, drilling and completion plans, and forward guidance. Forward-looking statements may often, but not always, be identified by the use of such words such as "expects", "believes", "intends", "anticipates", "plans", "estimates", “projects,” "potential", "possible", or "probable" or statements that certain actions, events or results "may", "will", "should", or "could" be taken, occur or be achieved. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties that could cause actual results to differ materially from those reflected in the statements. These risks include, but are not limited to, those set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC's website at www.sec.gov or through the Company's website at www.battalionoil.com. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. The Company has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company's expectations.

About Battalion

Battalion Oil Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States.

Contact

Matthew B. Steele

Chief Executive Officer & Principal Financial Officer

832-538-0300

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Operating revenues:
Oil, natural gas and natural gas liquids sales:
Oil	$	38,325	$	42,545	$	114,316	$	130,673
Natural gas		853		(2,588)		4,611		(2,660)
Natural gas liquids		4,208		5,145		14,420		15,704
Total oil, natural gas and natural gas liquids sales		43,386		45,102		133,347		143,717
Other		96		164		422		523
Total operating revenues		43,482		45,266		133,769		144,240

Operating expenses:
Production:
Lease operating		12,389		11,602		33,417		34,193
Workover and other		839		1,249		4,581		3,088
Taxes other than income		2,622		2,532		7,944		8,872
Gathering and other		10,199		12,442		33,157		41,854
General and administrative		3,085		3,854		10,065		11,265
Depletion, depreciation and accretion		13,522		12,533		40,541		38,771
Total operating expenses		42,656		44,212		129,705		138,043
Income from operations		826		1,054		4,064		6,197

Other income (expenses):
Net gain on derivative contracts		5,180		26,896		26,030		3,932
Interest expense and other		(6,741)		(6,322)		(20,010)		(19,809)
Total other (expenses) income		(1,561)		20,574		6,020		(15,877)
(Loss) income before income taxes		(735)		21,628		10,084		(9,680)
Income tax benefit (provision)		—		—		—		—
Net (loss) income	$	(735)	$	21,628	$	10,084	$	(9,680)
Preferred dividends		(14,279)		(9,321)		(34,369)		(23,539)
Undistributed earnings allocable to preferred stockholders		—		(6,732)		—		—
Net (loss) income available to common stockholders	$	(15,014)	$	5,575	$	(24,285)	$	(33,219)

Net (loss) income per share of common stock available to common stockholders:
Basic	$	(0.91)	$	0.34	$	(1.48)	$	(2.02)
Diluted	$	(0.91)	$	0.34	$	(1.48)	$	(2.02)
Weighted average common shares outstanding:
Basic		16,457		16,457		16,457		16,457
Diluted		16,457		16,523		16,457		16,457

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share and per share amounts)


	September 30, 2025		December 31, 2024
Current assets:
Cash and cash equivalents	$	50,455	$	19,712
Accounts receivable, net		17,948		26,298
Assets from derivative contracts		15,077		6,969
Restricted cash		91		91
Prepaids and other		698		982
Total current assets		84,269		54,052
Oil and natural gas properties (full cost method):
Evaluated		885,656		816,186
Unevaluated		48,024		49,091
Gross oil and natural gas properties		933,680		865,277
Less: accumulated depletion		(536,664)		(497,272)
Net oil and natural gas properties		397,016		368,005
Other operating property and equipment:
Other operating property and equipment		4,677		4,663
Less: accumulated depreciation		(2,766)		(2,455)
Net other operating property and equipment		1,911		2,208
Other noncurrent assets:
Assets from derivative contracts		3,394		4,052
Operating lease right of use assets		1,014		453
Other assets		4,089		2,278
Total assets	$	491,693	$	431,048

Current liabilities:
Accounts payable and accrued liabilities	$	63,037	$	52,682
Liabilities from derivative contracts		1,863		12,330
Current portion of long-term debt		22,526		12,246
Operating lease liabilities		730		406
Total current liabilities		88,156		77,664
Long-term debt, net		186,230		145,535
Other noncurrent liabilities:
Liabilities from derivative contracts		4,752		6,954
Asset retirement obligations		20,592		19,156
Operating lease liabilities		309		84
Commitments and contingencies
Temporary equity:
Redeemable convertible preferred stock: 138,000 shares		211,904		177,535
of $0.0001 par value authorized, issued and outstanding
at September 30, 2025 and December 31, 2024
Stockholders' equity:
Common stock: 100,000,000 shares of $0.0001 par value authorized;
16,456,563 shares issued and outstanding at September 30, 2025 and
December 31, 2024		2		2
Additional paid-in capital		254,539		288,993
Accumulated deficit		(274,791)		(284,875)
Total stockholders' (deficit) equity		(20,250)		4,120
Total liabilities, temporary equity and stockholders' equity	$	491,693	$	431,048

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Cash flows from operating activities:
Net (loss) income	$	(735)	$	21,628	$	10,084	$	(9,680)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depletion, depreciation and accretion		13,522		12,533		40,541		38,771
Stock-based compensation, net		—		5		(109)		140
Unrealized gain on derivative contracts		(1,044)		(28,091)		(20,120)		(12,764)
Amortization/accretion of financing related costs		388		1,559		1,180		4,949
Accrued settlements on derivative contracts		613		(1,876)		76		(1,102)
Change in fair value of embedded derivative liability		—		42		—		(1,323)
Other		84		98		193		278
Cash flows from operations before changes in working capital		12,828		5,898		31,845		19,269
Changes in working capital		15,145		(10,970)		19,064		9,400
Net cash provided by (used in) operating activities		27,973		(5,072)		50,909		28,669

Cash flows from investing activities:
Oil and natural gas capital expenditures		(16,483)		(6,929)		(69,573)		(51,778)
Proceeds received from sale of oil and natural gas assets		—		—		—		7,015
Acquisition of oil and natural gas properties		—		—		—		(47)
Contract asset		—		58		—		(7,737)
Other operating property and equipment capital expenditures		—		(2)		(14)		(19)
Other		(5)		(7)		(375)		(20)
Net cash used in investing activities		(16,488)		(6,880)		(69,962)		(52,586)

Cash flows from financing activities:
Proceeds from borrowings		—		—		63,000		—
Repayments of borrowings		(5,651)		(12,530)		(11,329)		(52,383)
Debt issuance costs		—		—		(1,875)		—
Payment of debt financing costs		—		(46)		—		(175)
Proceeds from issuance of preferred stock		—		(68)		—		38,781
Merger deposit		—		—		—		10,000
Net cash (used in) provided by financing activities		(5,651)		(12,644)		49,796		(3,777)

Net increase (decrease) in cash, cash equivalents and restricted cash		5,834		(24,596)		30,743		(27,694)

Cash, cash equivalents and restricted cash at beginning of period		44,712		54,521		19,803		57,619
Cash, cash equivalents and restricted cash at end of period	$	50,546	$	29,925	$	50,546	$	29,925

BATTALION OIL CORPORATION

SELECTED OPERATING DATA (Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Production volumes:
Crude oil (MBbls)		599		577		1,752		1,720
Natural gas (MMcf)		1,778		1,844		5,713		5,953
Natural gas liquids (MBbls)		236		227		680		751
Total (MBoe)		1,131		1,111		3,384		3,463
Average daily production (Boe/d)		12,293		12,076		12,396		12,639

Average prices:
Crude oil (per Bbl)	$	63.98	$	73.73	$	65.25	$	75.97
Natural gas (per Mcf)		0.48		(1.40)		0.81		(0.45)
Natural gas liquids (per Bbl)		17.83		22.67		21.21		20.91
Total per Boe		38.36		40.60		39.41		41.50

Cash effect of derivative contracts:
Crude oil (per Bbl)	$	1.48	$	(10.21)	$	(1.42)	$	(12.20)
Natural gas (per Mcf)		1.83		2.55		1.47		2.04
Natural gas liquids (per Bbl)		—		—		—		—
Total per Boe		3.66		(1.08)		1.75		(2.55)

Average prices computed after cash effect of settlement of derivative contracts:
Crude oil (per Bbl)	$	65.46	$	63.52	$	63.83	$	63.77
Natural gas (per Mcf)		2.31		1.15		2.28		1.59
Natural gas liquids (per Bbl)		17.83		22.67		21.21		20.91
Total per Boe		42.02		39.52		41.16		38.95

Average cost per Boe:
Production:
Lease operating	$	10.95	$	10.44	$	9.88	$	9.87
Workover and other		0.74		1.12		1.35		0.89
Taxes other than income		2.32		2.28		2.35		2.56
Gathering and other		9.02		11.20		9.80		12.09
General and administrative, as adjusted (1)		2.44		2.58		2.50		2.55
Depletion		11.64		10.91		11.64		10.85

(1) Represents general and administrative costs per Boe, adjusted for items noted in the reconciliation below:

General and administrative:
General and administrative, as reported	$	2.73	$	3.46	$	2.97	$	3.25
Stock-based compensation:
Non-cash		—		-		(0.01)		(0.04)
Non-recurring charges and other:
Cash		(0.29)		(0.88)		(0.46)		(0.66)
General and administrative, as adjusted(2)	$	2.44	$	2.58	$	2.50	$	2.55

Total operating costs, as reported	$	25.76	$	28.50	$	26.35	$	28.66
Total adjusting items		(0.29)		(0.88)		(0.47)		(0.70)
Total operating costs, as adjusted(3)	$	25.47	$	27.62	$	25.88	$	27.96

(2)

General and administrative, as adjusted, is a non-GAAP measure that excludes non-cash stock-based compensation charges relating to equity awards under our incentive stock plan, as well as other cash charges associated with non-recurring charges and other. The Company believes that it is useful to understand the effects that these charges have on general and administrative expenses and total operating costs and that exclusion of such charges is useful for comparison to prior periods.

(3)	Represents lease operating expense, workover and other expense, taxes other than income, gathering and other expense and general and administrative costs per Boe, adjusted for items noted in the reconciliation above.

BATTALION OIL CORPORATION

RECONCILIATION (Unaudited)

(In thousands, except per share amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
As Reported:
Net (loss) income available to common stockholders - diluted (1)	$	(15,014)	$	5,587	$	(24,285)	$	(33,219)

Impact of Selected Items:
Unrealized loss (gain) on derivatives contracts:
Crude oil	$	841	$	(27,037)	$	(21,485)	$	(10,467)
Natural gas		(1,885)		(1,054)		1,365		(2,297)
Total mark-to-market non-cash charge		(1,044)		(28,091)		(20,120)		(12,764)
Change in fair value of embedded derivative liability		—		41		—		(1,323)
Non-recurring charges		324		978		1,546		2,299
Selected items, before income taxes		(720)		(27,072)		(18,574)		(11,788)
Income tax effect of selected items		—		—		—		—
Selected items, net of tax		(720)		(27,072)		(18,574)		(11,788)

Net loss available to common stockholders, as adjusted (2)	$	(15,734)	$	(21,485)	$	(42,859)	$	(45,007)

Diluted net (loss) income per common share, as reported	$	(0.91)	$	0.34	$	(1.48)	$	(2.02)
Impact of selected items		(0.05)		(1.65)		(1.12)		(0.71)
Diluted net loss per common share, excluding selected items (2)(3)	$	(0.96)	$	(1.31)	$	(2.60)	$	(2.73)


Net cash provided by (used in) operating activities	$	27,973	$	(5,072)	$	50,909	$	28,669
Changes in working capital		(15,145)		10,970		(19,064)		(9,400)
Cash flows from operations before changes in working capital		12,828		5,898		31,845		19,269
Cash components of selected items		(289)		2,854		1,470		3,401
Income tax effect of selected items		—		—		—		—
Cash flows from operations before changes in working capital, adjusted for selected items (1)	$	12,539	$	8,752	$	33,315	$	22,670

(1)

Amount reflects net (loss) income available to common stockholders on a diluted basis for earnings per share purposes as calculated using the two-class method of computing earnings per share which is further described in Note 15, Earnings Per Share in our Form 10-K for the year ended December 31, 2024.

(2)

Net (loss) income per share excluding selected items and cash flows from operations before changes in working capital adjusted for selected items are non-GAAP measures presented based on management's belief that they will enable a user of the financial information to understand the impact of these items on reported results. These financial measures are not measures of financial performance under GAAP and should not be considered as an alternative to net income, earnings per share and cash flows from operations, as defined by GAAP. These financial measures may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion's performance.

(3)

The impact of selected items for the three months ended September 30, 2025 and 2024 were calculated based upon weighted average diluted shares of 16.5 million due to the net (loss) income available to common stockholders, excluding selected items.

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024

Net (loss) income, as reported	$	(735)	$	21,628	$	10,084	$	(9,680)
Impact of adjusting items:
Interest expense		7,318		6,873		21,848		22,874
Depletion, depreciation and accretion		13,522		12,533		40,541		38,771
Stock-based compensation		—		5		48		140
Interest income		(503)		(509)		(1,846)		(1,844)
Unrealized gain on derivatives contracts		(1,044)		(28,091)		(20,120)		(12,764)
Change in fair value of embedded derivative liability		—		41		—		(1,323)
Non-recurring charges and other		324		978		1,546		2,299
Adjusted EBITDA(1)	$	18,882	$	13,458	$	52,101	$	38,473

(1)

Adjusted EBITDA is a non-GAAP measure, which is presented based on management's belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net (loss) income. This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion's performance.

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)


	Three Months		Three Months		Three Months		Three Months
	Ended		Ended		Ended		Ended
	September 30, 2025		June 30,2025		March 31, 2025		December 31, 2024

Net (loss) income, as reported	$	(735)	$	4,796	$	6,023	$	(22,202)
Impact of adjusting items:
Interest expense		7,318		7,341		7,189		6,135
Depletion, depreciation and accretion		13,522		13,939		13,080		14,155
Impairment of contract asset		—		—		—		18,511
Stock-based compensation		—		—		48		12
Interest income		(503)		(764)		(579)		(278)
Loss on extinguishment of debt		—		—		—		7,489
Unrealized (gain) loss on derivatives contracts		(1,044)		(7,248)		(11,828)		1,648
Change in fair value of embedded derivative liability		—		—		—		(761)
Merger Termination Payment		—		—		—		(10,000)
Non-recurring charges and other		324		73		1,149		3,310
Adjusted EBITDA(1)	$	18,882	$	18,137	$	15,082	$	18,019

Adjusted LTM EBITDA(1)	$	70,120

(1)

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)


	Three Months		Three Months		Three Months		Three Months
	Ended		Ended		Ended		Ended
	September 30, 2024		June 30,2024		March 31, 2024		December 31, 2023

Net income (loss), as reported	$	21,628	$	(105)	$	(31,203)	$	32,688
Impact of adjusting items:
Interest expense		6,873		7,610		8,391		8,917
Depletion, depreciation and accretion		12,533		13,213		13,025		12,337
Stock-based compensation		5		36		99		161
Interest income		(509)		(634)		(701)		(525)
Unrealized (gain) loss on derivatives contracts		(28,091)		(4,434)		19,761		(45,403)
Change in fair value of embedded derivative liability		41		(436)		(928)		529
Non-recurring charges and other		978		384		937		1,268
Adjusted EBITDA(1)	$	13,458	$	15,634	$	9,381	$	9,972

Adjusted LTM EBITDA(1)	$	48,445

(1)

Adjusted EBITDA is a non-GAAP measure, which is presented based on management's belief that it will enable a user of the financial information to understand the impact of these items on reported results. This financial measure is not a measure of financial performance under GAAP and should not be considered as an alternative to GAAP measures, including net income (loss). This financial measure may not be comparable to similarly named non-GAAP financial measures that other companies may use and may not be useful in comparing the performance of those companies to Battalion's performance.