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): August 8, 2022

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.)


3505 West Sam Houston Parkway North, Suite 300 Houston, Texas		77043
(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)

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

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))

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. ◻ On August 8, 2022, Battalion Oil Corporation (the “Company”) issued a press release with respect to the Company’s second quarter 2022 financial results.

Item 2.02 Results of Operations and Financial Condition.

The press release is furnished as Exhibit 99.1 to this Current Report. 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 and gathering and other 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 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 August 8, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX


Exhibit Number		Exhibit Description

99.1		Press release issued by Battalion Oil Corporation dated August 8, 2022.
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


August 8, 2022	By:	/s/ R. KEVIN ANDREWS
	Name:	R. Kevin Andrews
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1 2 batl-20220808xex99d1.htm EX-99.1

Exhibit 99.1

Battalion Oil Corporation Announces Second Quarter 2022 Financial and Operating Results

HOUSTON, TEXAS – August 8, 2022 – Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the second quarter 2022.

Key Highlights

●

First five wells of 2022 capital program put online during quarter and continued one-rig program with spudding of next three well pad

●

Disciplined capital program mitigating inflation and supply chain disruption

●

Outstanding performance in drilling and completion operations – fewer drilling days and higher pump efficiency than plan

●

Construction underway on recently announced stategic acid gas treating facility

●

Anticipate meaningful production and EBITDA growth in second half of 2022

Management Comments

Richard Little, the Company’s CEO, commented, “The second quarter was all about building momentum as we pivoted towards production and cash flow growth. The first five wells of our 2022 capital program were brought online this quarter and with that comes increased exposure to a strong commodity price environment. While we are yet to see a full quarter of production from these wells, we are encouraged by the early results and the potential they bring from a cash flow perspective.”

“We are also excited to have recently announced a landmark joint venture to develop a strategic acid gas treatment facility in Winkler County. This agreement is a critical piece of our story and is central to our strategy. Not only does it provide a comprehensive solution for our current and future gas processing needs, but it does so while significantly reducing our operating expenses, minimizing our capital exposure, and meaningfully reducing our environmental impact.”

Mr. Little continued, “With our development program still clipping along with record efficiency and our hedge book continuously improving as we aim to lock in returns, we expect to generate substantial EBITDA growth in the second half of the year as we exit 2022 having delivered meaningful growth in daily production.”

Results of Operations

Average daily net production and total operating revenue during the second quarter 2022 were 15,044 barrels of oil equivalent per day (“Boepd”) (49% oil) and $101.5 million, respectively, as compared to production and revenue of 15,571 Boepd (57% oil) and $64.4 million, respectively, during the second quarter 2021. The increase in revenues year-over-year is primarily attributable to an approximate $28.75 per Boe increase in average realized prices (excluding the impact of hedges).

Excluding the impact of hedges, Battalion realized 101% of the average NYMEX oil price during the second quarter of 2022. Realized hedge losses totaled approximately $44.7 million during the second quarter 2022.

Lease operating and workover expense was $9.71 per Boe in the second quarter of 2022 and $7.72 per Boe in the second quarter of 2021. Adjusted G&A was $2.90 per Boe in the second quarter of 2022 compared to $2.69 per Boe in the second quarter of 2021 (see Selected Operating Data table for additional information).

The Company reported net income to common stockholders for the second quarter of 2022 of $13.0 million and net income per diluted share of $0.79. After adjusting for selected items, the Company reported an adjusted net loss to common stockholders for the second quarter of 2022 of $0.2 million, or an adjusted net loss of $0.01 per diluted share (see Selected Item Review and Reconciliation for additional information). Adjusted EBITDA during the quarter ended June 30, 2022, was $18.2 million as compared to $14.1 million during the quarter ended June 30, 2021 (see Adjusted EBITDA Reconciliation table for additional information).

Liquidity and Balance Sheet

As of June 30, 2022, the Company had $220.0 million of indebtedness outstanding, approximately $1.3 million of letters of credit outstanding and up to $15.0 million in delayed draw term loans available to be drawn under our Term Loan Agreement. Total liquidity on June 30, 2022, inclusive of $43.6 million of cash and cash equivalents, was $58.6 million.

Conference Call Information

Battalion Oil Corporation has scheduled a conference call for Tuesday, August 9, 2022, at 10:00 a.m. Central Time. To access the live conference call, local participants may dial +1 646-828-8193. All other participants may dial (888) 220-8474 for toll free. The confirmation code for the live conference call is 1239325. The live conference call will also be available through the Company’s website at www.battalionoil.com on the Events and Presentations page under the Investors tab. The replay for the event will be available on the Company’s website at www.battalionoil.com on the Events and Presentations page under the Investors tab.

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, 2021, and other filings submitted by the Company to the U.S. Securities and Exchange Commission (“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

Chris Lang
Director, Finance & Investor Relations

(832) 538-0551

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Operating revenues:
Oil, natural gas and natural gas liquids sales:
Oil	$	73,944	$	51,935	$	136,468	$	93,205
Natural gas		14,759		5,317		23,640		14,404
Natural gas liquids		12,587		6,851		22,590		11,760
Total oil, natural gas and natural gas liquids sales		101,290		64,103		182,698		119,369
Other		221		263		415		515
Total operating revenues		101,511		64,366		183,113		119,884

Operating expenses:
Production:
Lease operating		11,909		10,169		23,433		19,636
Workover and other		1,383		767		2,248		1,327
Taxes other than income		5,372		2,912		10,323		6,104
Gathering and other		15,869		14,331		31,124		27,502
General and administrative		4,588		4,031		9,573		8,858
Depletion, depreciation and accretion		12,601		11,249		22,821		21,844
Total operating expenses		51,722		43,459		99,522		85,271
Income (loss) from operations		49,789		20,907		83,591		34,613

Other income (expenses):
Net gain (loss) on derivative contracts		(31,910)		(53,089)		(155,768)		(98,800)
Interest expense and other		(4,832)		(1,747)		(7,520)		(3,117)
Total other income (expenses)		(36,742)		(54,836)		(163,288)		(101,917)
Income (loss) before income taxes		13,047		(33,929)		(79,697)		(67,304)
Income tax benefit (provision)		—		—		—		—
Net income (loss)	$	13,047	$	(33,929)	$	(79,697)	$	(67,304)

Net income (loss) per share of common stock:
Basic	$	0.80	$	(2.09)	$	(4.88)	$	(4.14)
Diluted	$	0.79	$	(2.09)	$	(4.88)	$	(4.14)
Weighted average common shares outstanding:
Basic		16,338		16,268		16,320		16,250
Diluted		16,510		16,268		16,320		16,250

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share and per share amounts)


	June 30, 2022		December 31, 2021
Current assets:
Cash and cash equivalents	$	43,640	$	46,864
Accounts receivable, net		53,002		36,806
Assets from derivative contracts		6,146		1,383
Restricted cash		135		1,495
Prepaids and other		927		1,366
Total current assets		103,850		87,914
Oil and natural gas properties (full cost method):
Evaluated		632,004		569,886
Unevaluated		64,760		64,305
Gross oil and natural gas properties		696,764		634,191
Less - accumulated depletion		(362,257)		(339,776)
Net oil and natural gas properties		334,507		294,415
Other operating property and equipment:
Other operating property and equipment		4,045		3,467
Less - accumulated depreciation		(1,027)		(1,035)
Net other operating property and equipment		3,018		2,432
Other noncurrent assets:
Assets from derivative contracts		3,972		2,515
Operating lease right of use assets		539		721
Other assets		3,329		2,270
Total assets	$	449,215	$	390,267

Current liabilities:
Accounts payable and accrued liabilities	$	97,334	$	62,826
Liabilities from derivative contracts		91,750		58,322
Current portion of long-term debt		15,000		85
Operating lease liabilities		377		369
Asset retirement obligations		401		—
Total current liabilities		204,862		121,602
Long-term debt, net		188,372		181,565
Other noncurrent liabilities:
Liabilities from derivative contracts		58,138		7,144
Asset retirement obligations		11,686		11,896
Operating lease liabilities		162		352
Other		1,408		4,003
Commitments and contingencies
Stockholders' equity:
Common stock: 100,000,000 shares of $0.0001 par value authorized;
16,337,910 and 16,273,913 shares issued and outstanding as of
June 30, 2022 and December 31, 2021, respectively		2		2
Additional paid-in capital		332,766		332,187
Retained earnings (accumulated deficit)		(348,181)		(268,484)
Total stockholders' equity		(15,413)		63,705
Total liabilities and stockholders' equity	$	449,215	$	390,267

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Cash flows from operating activities:
Net income (loss)	$	13,047	$	(33,929)	$	(79,697)	$	(67,304)
Depletion, depreciation and accretion		12,601		11,249		22,821		21,844
Stock-based compensation, net		473		485		857		1,079
Unrealized loss (gain) on derivative contracts		(12,837)		34,817		78,201		70,869
Amortization of deferred loan costs		908		—		1,807		—
(Gain) loss on sale of other assets		(96)		—		(96)		—
Reorganization items		—		—		(744)		—
Accrued settlements on derivative contracts		1,843		2,404		14,652		6,972
Change in fair value of Change of Control Call Option		(563)		—		(2,595)		—
Other income (expense)		—		(170)		—		(287)
Cash flows from operations before changes in working capital		15,376		14,856		35,206		33,173
Changes in working capital		910		886		(6,873)		(4,073)
Net cash provided by (used in) operating activities		16,286		15,742		28,333		29,100

Cash flows from investing activities:
Oil and natural gas capital expenditures		(35,693)		(23,801)		(51,377)		(37,593)
Proceeds received from sale of oil and natural gas properties		—		(150)		—		926
Other operating property and equipment capital expenditures		(545)		—		(705)		—
Proceeds received from sale of other operating property and equipment		96		—		96		—
Funds held in escrow and other		—		1		—		(2)
Net cash provided by (used in) investing activities		(36,142)		(23,950)		(51,986)		(36,669)

Cash flows from financing activities:
Proceeds from borrowings		20,000		66,000		20,000		82,000
Repayments of borrowings		—		(58,000)		(85)		(77,000)
Debt issuance costs		—		—		(379)		—
Other		(6)		(5)		(467)		(268)
Net cash provided by (used in) financing activities		19,994		7,995		19,069		4,732

Net increase (decrease) in cash, cash equivalents and restricted cash		138		(213)		(4,584)		(2,837)

Cash, cash equivalents and restricted cash at beginning of period		43,637		1,671		48,359		4,295
Cash, cash equivalents and restricted cash at end of period	$	43,775	$	1,458	$	43,775	$	1,458

BATTALION OIL CORPORATION

SELECTED OPERATING DATA (Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
Production volumes:
Crude oil (MBbls)		674		805		1,344		1,524
Natural gas (MMcf)		2,355		2,055		4,670		4,188
Natural gas liquids (MBbls)		303		270		576		485
Total (MBoe)		1,369		1,417		2,698		2,707
Average daily production (Boe/d)		15,044		15,571		14,906		14,956

Average prices:
Crude oil (per Bbl)	$	109.71	$	64.52	$	101.54	$	61.16
Natural gas (per Mcf)		6.27		2.59		5.06		3.44
Natural gas liquids (per Bbl)		41.54		25.37		39.22		24.25
Total per Boe		73.99		45.24		67.72		44.10

Cash effect of derivative contracts:
Crude oil (per Bbl)	$	(58.03)	$	(22.55)	$	(52.35)	$	(18.13)
Natural gas (per Mcf)		(2.39)		(0.06)		(1.54)		(0.07)
Natural gas liquids (per Bbl)		—		—		—		—
Total per Boe		(32.69)		(12.89)		(28.75)		(10.32)

Average prices computed after cash effect of settlement of derivative contracts:
Crude oil (per Bbl)	$	51.68	$	41.97	$	49.19	$	43.03
Natural gas (per Mcf)		3.88		2.53		3.52		3.37
Natural gas liquids (per Bbl)		41.54		25.37		39.22		24.25
Total per Boe		41.30		32.35		38.97		33.78

Average cost per Boe:
Production:
Lease operating	$	8.70	$	7.18	$	8.69	$	7.25
Workover and other		1.01		0.54		0.83		0.49
Taxes other than income		3.92		2.06		3.83		2.25
Gathering and other		11.59		10.11		11.54		10.16
General and administrative, as adjusted (1)		2.90		2.69		3.09		2.95
Depletion		9.07		7.77		8.33		7.89

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

General and administrative:
General and administrative, as reported	$	3.36	$	2.84	$	3.55	$	3.27
Stock-based compensation:
Non-cash		(0.35)		(0.34)		(0.32)		(0.40)
Non-recurring charges and other:
Cash		(0.11)		0.19		(0.14)		0.08
General and administrative, as adjusted(2)	$	2.90	$	2.69	$	3.09	$	2.95

Total operating costs, as reported	$	28.58	$	22.73	$	28.44	$	23.42
Total adjusting items		(0.46)		(0.15)		(0.46)		(0.32)
Total operating costs, as adjusted(3)	$	28.12	$	22.58	$	27.98	$	23.10

(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

SELECTED ITEM REVIEW AND RECONCILIATION (Unaudited)

(In thousands, except per share amounts)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021
As Reported:
Net income (loss), as reported	$	13,047	$	(33,929)	$	(79,697)	$	(67,304)

Impact of Selected Items:
Unrealized loss (gain) on derivatives contracts:
Crude oil	$	(11,939)	$	31,591	$	70,962	$	66,402
Natural gas		(898)		3,226		7,239		4,467
Total mark-to-market non-cash charge		(12,837)		34,817		78,201		70,869
Change in fair value of Change of Control Call Option		(562)		—		(2,594)		—
Rig termination and stacking charges		—		—		—		—
Non-recurring charges and other		149		(273)		366		(221)
Selected items, before income taxes		(13,250)		34,544		75,973		70,648
Income tax effect of selected items		—		—		—		—
Selected items, net of tax		(13,250)		34,544		75,973		70,648

As Adjusted:
Net income (loss), excluding selected items (1)	$	(203)	$	615	$	(3,724)	$	3,344

Basic net income (loss) per common share, as reported	$	0.80	$	(2.09)	$	(4.88)	$	(4.14)
Impact of selected items		(0.81)		2.13		4.65		4.35
Basic net income (loss) per common share, excluding selected items (1)	$	(0.01)	$	0.04	$	(0.23)	$	0.21


Diluted net income (loss) per common share, as reported	$	0.79	$	(2.09)	$	(4.88)	$	(4.14)
Impact of selected items		(0.80)		2.13		4.65		4.34
Diluted net income (loss) per common share, excluding selected items (1)(2)	$	(0.01)	$	0.04	$	(0.23)	$	0.20


Net cash provided by (used in) operating activities	$	16,286	$	15,742	$	28,333	$	29,100
Changes in working capital		(910)		(886)		6,873		4,073
Cash flows from operations before changes in working capital		15,376		14,856		35,206		33,173
Cash components of selected items		(1,694)		(2,677)		(13,542)		(7,193)
Income tax effect of selected items		—		—		—		—
Cash flows from operations before changes in working capital, adjusted for selected items (1)	$	13,682	$	12,179	$	21,664	$	25,980

(1)

Net income (loss) and earnings 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.

(2)

The impact of selected items for the three and six months ended June 30, 2022 were calculated based upon weighted average diluted shares of 16.3 million shares, respectively, due to the net income (loss) available to common stockholders, excluding selected items. The impact of selected items for the three and six months ended June 30, 2021 were calculated based upon weighted average diluted shares of 16.4 million shares, respectively, due to the net income (loss) available to common stockholders, excluding selected items.

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021

Net income (loss), as reported	$	13,047	$	(33,929)	$	(79,697)	$	(67,304)
Impact of adjusting items:
Interest expense		5,394		1,838		10,115		3,334
Depletion, depreciation and accretion		12,601		11,249		22,821		21,844
Stock-based compensation		473		485		857		1,079
Interest income		(1)		(84)		(1)		(209)
Unrealized loss (gain) on derivatives contracts		(12,837)		34,817		78,201		70,869
Change in fair value of Change of Control Call Option		(562)		-		(2,594)		—
Non-recurring charges and other		53		(275)		270		(227)
Adjusted EBITDA(1)	$	18,168	$	14,101	$	29,972	$	29,386

(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.

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)


	Three Months		Three Months		Three Months		Three Months
	Ended		Ended		Ended		Ended
	June 30, 2022		March 31, 2022		December 31, 2021		September 30, 2021

Net income (loss), as reported	$	13,047	$	(92,744)	$	25,935	$	13,052
Impact of adjusting items:
Interest expense		5,394		4,721		3,215		1,904
Depletion, depreciation and accretion		12,601		10,220		12,679		10,885
Stock-based compensation		473		384		450		481
Interest income		(1)		—		(1)		(3)
Loss (gain) on extinguishment of debt		—		—		122		(2,068)
Unrealized loss (gain) on derivatives contracts		(12,837)		91,038		(21,332)		(1,816)
Change in fair value of Change of Control Call Option		(562)		(2,032)		—		—
Non-recurring charges (credits) and other		53		217		(718)		559
Adjusted EBITDA(1)	$	18,168	$	11,804	$	20,350	$	22,994

Adjusted LTM EBITDA(1)	$	73,316

(1)

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)


	Three Months		Three Months		Three Months		Three Months
	Ended		Ended		Ended		Ended
	June 30, 2021		March 31, 2021		December 31, 2020		September 30, 2020

Net income (loss), as reported	$	(33,929)	$	(33,375)	$	(63,757)	$	(153,125)
Impact of adjusting items:
Interest expense		1,838		1,496		1,853		1,964
Depletion, depreciation and accretion		11,249		10,595		13,886		15,755
Full cost ceiling impairment		—		-		26,702		128,336
Stock-based compensation		485		594		785		620
Interest income		(84)		(125)		(171)		(273)
Unrealized loss (gain) on derivatives contracts		34,817		36,052		30,172		21,128
Non-recurring charges (credits) and other		(275)		48		(658)		210
Adjusted EBITDA(1)(2)	$	14,101	$	15,285	$	8,812	$	14,615

Adjusted LTM EBITDA(1)(2)	$	52,813

(1)

(2)	Adjusted EBITDA for the three months ended September 30, 2020 includes approximately $6.6 million of net proceeds from hedge monetizations that occurred during the period.