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 14, 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 November 14, 2022, Battalion Oil Corporation (the “Company”) issued a press release with respect to the Company’s third 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 November 14, 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 November 14, 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


November 14, 2022	By:	/s/ R. KEVIN ANDREWS
	Name:	R. Kevin Andrews
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1 2 batl-20221114xex99d1.htm EX-99.1

Exhibit 99.1

Battalion Oil Corporation Announces Third Quarter 2022 Financial and Operating Results

HOUSTON, TEXAS – November 14, 2022 – Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the third quarter 2022.

Key Highlights

●

New volumes from 2022 capital program driving production growth – ~8% increase in average daily production over second quarter 2022

●

Approximately 34% increase in Adjusted EBITDA over second quarter 2022

●

Improved realized pricing – ~11% increase in realized crude oil prices despite ~15% decline in average crude oil prices over second quarter 2022

●

Most recent three well pad began flowing back during second week of October, raising total to 8 wells put online in 2022

●

Completed Third Bone Spring test with promising early results – production in line with Wolfcamp well performance

●

Construction of acid gas treating facility on track with an expected facility in-service date during 1Q23

●

Revised FY 2022 guidance for oil production; reiterating guidance on total production, total capital expenditures, and wells put online

Management Comments

Richard Little, the Company’s CEO, commented, “As we continue to build on our strong drilling and completion performance in 2022, our third quarter results begin to reflect the benefits of our return to development. With our capital program driving production growth and realized pricing improving as we outproduce our legacy hedges, Battalion delivered an approximate 34% increase in Adjusted EBITDA over second quarter despite an overall decline in benchmark prices. This is a significant achievement for Battalion as we continue to build momentum towards 2023.”

“We are also excited to announce that we recently completed a test of the Third Bone Spring at Monument Draw, and early results are promising with production in line with our Wolfcamp well performance. With several producing Bone Spring wells around our acreage, a successful test would significantly de-risk that zone across our footprint and could unlock the potential for multi-zone development. We will continue to closely monitor these results and expect to provide a more complete update at year end.”

“With much of our capital program behind us, we also want to take this opportunity to provide revised guidance expectations for 2022. While we are reiterating our original guidance for capital activity, capex and total production, we do anticipate a slight reduction to our oil cut and, as such, have reduced estimates for total oil production.”

“As we move into the fourth quarter, we remain focused on efficient and disciplined operations as we close out our 2022 capital program. With new wells continuing to come online, a Bone Spring test underway, and growing cash flows, we feel well positioned for success in the fourth quarter and beyond.”

Results of Operations

Average daily net production and total operating revenue during the third quarter 2022 were 16,228 barrels of oil equivalent per day (“Boepd”) (50% oil) and $99.1 million, respectively, as compared to production and revenue of 17,728 Boepd (53% oil) and $80.8 million, respectively, during the third quarter 2021. The increase in revenues year-over-year is primarily attributable to an approximate $16.75 per Boe increase in average prices (excluding the impact of hedges). Excluding the impact of hedges, Battalion realized 102% of the average NYMEX oil price during the third quarter of 2022. Realized hedge losses totaled approximately $34.5 million during the third quarter 2022.

Lease operating and workover expense was $9.93 per Boe in the third quarter of 2022 and $7.95 per Boe in the third quarter of 2021. Adjusted G&A was $2.11 per Boe in the third quarter of 2022 compared to $2.11 per Boe in the third quarter of 2021 (see Selected Operating Data table for additional information).

The Company reported net income to common stockholders for the third quarter of 2022 of $105.9 million and net income per diluted share of $6.42. After adjusting for selected items, the Company reported adjusted net income to common stockholders for the third quarter of 2022 of $4.0 million, or adjusted net income of $0.24 per diluted share (see Selected Item Review and Reconciliation for additional information). Adjusted EBITDA during the quarter ended September 30, 2022 was $24.3 million as compared to $23.0 million during the quarter ended September 30, 2021 (see Adjusted EBITDA Reconciliation table for additional information).

Liquidity and Balance Sheet

As of September 30, 2022, the Company had $220.1 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 September 30, 2022, inclusive of $33.5 million of cash and cash equivalents, was $48.5 million.

At September 30, 2022, the Company was not in compliance with Current Ratio requirements under the Term Loan Agreement. On November 10, 2022, the Term Loan Agreement was amended to modify certain provisions including, but not limited to, decreasing the Current Ratio requirement to 0.9 to 1.00 as of September 30, 2022. As a result of the amendment, we were in compliance with the amended Current Ratio covenant for the quarter ended September 30, 2022. A further explanation of the revisions to the term loan credit facility can be found in Note 5 of the Company’s Form 10-Q.

Revised 2022 Guidance

The Company is providing updated FY 2022 guidance for oil production, which has been reduced to a range of 7.5 – 8.5 MBopd. The Company is maintaining all other FY 2022 Guidance.


	Revised FY 2022 Guidance
	Low			High
Oil Production, MBopd		7.5	–		8.5
Total Production, MBoepd		14.0	–		17.0
Wells POL		8	–		12
Total Capex, $MM	$	130	–	$	150

Conference Call Information

Battalion Oil Corporation has scheduled a conference call for Wednesday, November 16, 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 888-394-8218 for toll free. The confirmation code for the live conference call is 5533000. 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				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Operating revenues:
Oil, natural gas and natural gas liquids sales:
Oil	$	70,406	$	60,023	$	206,874	$	153,228
Natural gas		15,656		9,435		39,296		23,839
Natural gas liquids		12,644		11,046		35,234		22,806
Total oil, natural gas and natural gas liquids sales		98,706		80,504		281,404		199,873
Other		443		312		858		827
Total operating revenues		99,149		80,816		282,262		200,700

Operating expenses:
Production:
Lease operating		12,265		11,979		35,698		31,615
Workover and other		2,559		990		4,807		2,317
Taxes other than income		5,613		3,082		15,936		9,186
Gathering and other		16,663		15,934		47,787		43,436
General and administrative		4,498		4,491		14,071		13,349
Depletion, depreciation and accretion		13,615		10,885		36,436		32,729
Total operating expenses		55,213		47,361		154,735		132,632
Income (loss) from operations		43,936		33,455		127,527		68,068

Other income (expenses):
Net gain (loss) on derivative contracts		67,634		(20,571)		(88,134)		(119,371)
Interest expense and other		(5,682)		(1,900)		(13,202)		(5,017)
Gain (loss) on extinguishment of debt		—		2,068		—		2,068
Total other income (expenses)		61,952		(20,403)		(101,336)		(122,320)
Income (loss) before income taxes		105,888		13,052		26,191		(54,252)
Income tax benefit (provision)		—		—		—		—
Net income (loss)	$	105,888	$	13,052	$	26,191	$	(54,252)

Net income (loss) per share of common stock:
Basic	$	6.48	$	0.80	$	1.60	$	(3.34)
Diluted	$	6.42	$	0.79	$	1.59	$	(3.34)
Weighted average common shares outstanding:
Basic		16,340		16,270		16,327		16,257
Diluted		16,483		16,428		16,496		16,257

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands, except share and per share amounts)


	September 30, 2022		December 31, 2021
Current assets:
Cash and cash equivalents	$	33,499	$	46,864
Accounts receivable, net		39,867		36,806
Assets from derivative contracts		18,225		1,383
Restricted cash		60		1,495
Prepaids and other		958		1,366
Total current assets		92,609		87,914
Oil and natural gas properties (full cost method):
Evaluated		680,202		569,886
Unevaluated		65,021		64,305
Gross oil and natural gas properties		745,223		634,191
Less - accumulated depletion		(375,648)		(339,776)
Net oil and natural gas properties		369,575		294,415
Other operating property and equipment:
Other operating property and equipment		4,223		3,467
Less - accumulated depreciation		(1,072)		(1,035)
Net other operating property and equipment		3,151		2,432
Other noncurrent assets:
Assets from derivative contracts		8,789		2,515
Operating lease right of use assets		446		721
Other assets		2,933		2,270
Total assets	$	477,503	$	390,267

Current liabilities:
Accounts payable and accrued liabilities	$	100,198	$	62,826
Liabilities from derivative contracts		41,088		58,322
Current portion of long-term debt		25,041		85
Operating lease liabilities		381		369
Asset retirement obligations		222		—
Total current liabilities		166,930		121,602
Long-term debt, net		179,372		181,565
Other noncurrent liabilities:
Liabilities from derivative contracts		23,583		7,144
Asset retirement obligations		15,250		11,896
Operating lease liabilities		65		352
Other		960		4,003
Commitments and contingencies
Stockholders' equity:
Common stock: 100,000,000 shares of $0.0001 par value authorized;
16,343,814 and 16,273,913 shares issued and outstanding as of
September 30, 2022 and December 31, 2021, respectively		2		2
Additional paid-in capital		333,634		332,187
Retained earnings (accumulated deficit)		(242,293)		(268,484)
Total stockholders' equity		91,343		63,705
Total liabilities and stockholders' equity	$	477,503	$	390,267

BATTALION OIL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Cash flows from operating activities:
Net income (loss)	$	105,888	$	13,052	$	26,191	$	(54,252)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depletion, depreciation and accretion		13,615		10,885		36,436		32,729
Stock-based compensation, net		683		481		1,540		1,560
Unrealized loss (gain) on derivative contracts		(102,112)		(1,816)		(23,911)		69,053
Amortization of deferred loan costs		919		—		2,726		—
Reorganization items		—		—		(744)		—
Loss (gain) on extinguishment of debt		—		(2,068)		—		(2,068)
Accrued settlements on derivative contracts		(7,159)		(203)		7,493		6,769
Change in fair value of Change of Control Call Option		(448)		—		(3,043)		—
Other income (expense)		(32)		58		(128)		(229)
Cash flows from operations before changes in working capital		11,354		20,389		46,560		53,562
Changes in working capital		14,127		(2,357)		7,254		(6,430)
Net cash provided by (used in) operating activities		25,481		18,032		53,814		47,132

Cash flows from investing activities:
Oil and natural gas capital expenditures		(35,621)		(9,611)		(86,998)		(47,204)
Proceeds received from sale of oil and natural gas properties		1		21		1		947
Other operating property and equipment capital expenditures		(244)		(7)		(949)		(7)
Other		70		18		166		16
Net cash provided by (used in) investing activities		(35,794)		(9,579)		(87,780)		(46,248)

Cash flows from financing activities:
Proceeds from borrowings		122		63,000		20,122		145,000
Repayments of borrowings		—		(71,021)		(85)		(148,021)
Debt issuance costs		—		—		(379)		—
Other		(25)		(22)		(492)		(290)
Net cash provided by (used in) financing activities		97		(8,043)		19,166		(3,311)

Net increase (decrease) in cash, cash equivalents and restricted cash		(10,216)		410		(14,800)		(2,427)

Cash, cash equivalents and restricted cash at beginning of period		43,775		1,458		48,359		4,295
Cash, cash equivalents and restricted cash at end of period	$	33,559	$	1,868	$	33,559	$	1,868

BATTALION OIL CORPORATION

SELECTED OPERATING DATA (Unaudited)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Production volumes:
Crude oil (MBbls)		753		872		2,097		2,396
Natural gas (MMcf)		2,352		2,589		7,022		6,777
Natural gas liquids (MBbls)		348		327		924		812
Total (MBoe)		1,493		1,631		4,191		4,338
Average daily production (Boe/d)		16,228		17,728		15,352		15,890

Average prices:
Crude oil (per Bbl)	$	93.50	$	68.83	$	98.65	$	63.95
Natural gas (per Mcf)		6.66		3.64		5.60		3.52
Natural gas liquids (per Bbl)		36.33		33.78		38.13		28.09
Total per Boe		66.11		49.36		67.14		46.07

Cash effect of derivative contracts:
Crude oil (per Bbl)	$	(36.07)	$	(24.19)	$	(46.50)	$	(20.33)
Natural gas (per Mcf)		(3.11)		(0.50)		(2.07)		(0.24)
Natural gas liquids (per Bbl)		—		—		—		—
Total per Boe		(23.09)		(13.73)		(26.73)		(11.60)

Average prices computed after cash effect of settlement of derivative contracts:
Crude oil (per Bbl)	$	57.43	$	44.64	$	52.15	$	43.62
Natural gas (per Mcf)		3.55		3.14		3.53		3.28
Natural gas liquids (per Bbl)		36.33		33.78		38.13		28.09
Total per Boe		43.02		35.63		40.41		34.47

Average cost per Boe:
Production:
Lease operating	$	8.22	$	7.34	$	8.52	$	7.29
Workover and other		1.71		0.61		1.15		0.53
Taxes other than income		3.76		1.89		3.80		2.12
Gathering and other		11.16		9.77		11.40		10.01
General and administrative, as adjusted (1)		2.11		2.11		2.74		2.64
Depletion		8.97		6.57		8.56		7.39

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

General and administrative:
General and administrative, as reported	$	3.02	$	2.75	$	3.36	$	3.08
Stock-based compensation:
Non-cash		(0.46)		(0.29)		(0.37)		(0.36)
Non-recurring charges and other:
Cash		(0.45)		(0.35)		(0.25)		(0.08)
General and administrative, as adjusted(2)	$	2.11	$	2.11	$	2.74	$	2.64

Total operating costs, as reported	$	27.87	$	22.36	$	28.23	$	23.03
Total adjusting items		(0.91)		(0.64)		(0.62)		(0.44)
Total operating costs, as adjusted(3)	$	26.96	$	21.72	$	27.61	$	22.59

(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,
	2022		2021		2022		2021
As Reported:
Net income (loss), as reported	$	105,888	$	13,052	$	26,191	$	(54,252)

Impact of Selected Items:
Unrealized loss (gain) on derivatives contracts:
Crude oil	$	(99,848)	$	(7,416)	$	(28,886)	$	58,986
Natural gas		(2,264)		5,600		4,975		10,067
Total mark-to-market non-cash charge		(102,112)		(1,816)		(23,911)		69,053
Loss (gain) on extinguishment of debt		—		(2,068)		—		(2,068)
Change in fair value of Change of Control Call Option		(449)		—		(3,043)		—
Non-recurring charges		670		568		1,036		347
Selected items, before income taxes		(101,891)		(3,316)		(25,918)		67,332
Income tax effect of selected items		—		—		—		—
Selected items, net of tax		(101,891)		(3,316)		(25,918)		67,332

Net income (loss), as adjusted (1)	$	3,997	$	9,736	$	273	$	13,080

Diluted net income (loss) per common share, as reported	$	6.42	$	0.79	$	1.59	$	(3.34)
Impact of selected items		(6.18)		(0.20)		(1.57)		4.14
Diluted net income (loss) per common share, excluding selected items (1)(2)	$	0.24	$	0.59	$	0.02	$	0.80


Net cash provided by (used in) operating activities	$	25,481	$	18,032	$	53,814	$	47,132
Changes in working capital		(14,127)		2,357		(7,254)		6,430
Cash flows from operations before changes in working capital		11,354		20,389		46,560		53,562
Cash components of selected items		7,829		771		(5,713)		(6,422)
Income tax effect of selected items		—		—		—		—
Cash flows from operations before changes in working capital, adjusted for selected items (1)	$	19,183	$	21,160	$	40,847	$	47,140

(1)

Net income (loss) 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 nine months ended September 30, 2022 were calculated based upon weighted average diluted shares of 16.5 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 nine months ended September 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				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021

Net income (loss), as reported	$	105,888	$	13,052	$	26,191	$	(54,252)
Impact of adjusting items:
Interest expense		6,232		1,904		16,347		5,238
Depletion, depreciation and accretion		13,615		10,885		36,436		32,729
Stock-based compensation		683		481		1,540		1,560
Interest income		(141)		(3)		(142)		(212)
Loss (gain) on extinguishment of debt		—		(2,068)		—		(2,068)
Unrealized loss (gain) on derivatives contracts		(102,112)		(1,816)		(23,911)		69,053
Change in fair value of Change of Control Call Option		(449)		-		(3,043)		—
Non-recurring charges and other		597		559		867		332
Adjusted EBITDA(1)	$	24,313	$	22,994	$	54,285	$	52,380

(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
	September 30, 2022		June 30,2022		March 31, 2022		December 31, 2022

Net income (loss), as reported	$	105,888	$	13,047	$	(92,744)	$	25,935
Impact of adjusting items:
Interest expense		6,232		5,394		4,721		3,215
Depletion, depreciation and accretion		13,615		12,601		10,220		12,679
Stock-based compensation		683		473		384		450
Interest income		(141)		(1)		—		(1)
Loss (gain) on extinguishment of debt		—		—		—		122
Unrealized loss (gain) on derivatives contracts		(102,112)		(12,837)		91,038		(21,332)
Change in fair value of Change of Control Call Option		(449)		(562)		(2,032)		—
Non-recurring charges (credits) and other		597		53		217		(718)
Adjusted EBITDA(1)	$	24,313	$	18,168	$	11,804	$	20,350

Adjusted LTM EBITDA(1)	$	74,635

(1)

BATTALION OIL CORPORATION

ADJUSTED EBITDA RECONCILIATION (Unaudited)

(In thousands)


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

Net income (loss), as reported	$	13,052	$	(33,929)	$	(33,375)	$	(63,757)
Impact of adjusting items:
Interest expense		1,904		1,838		1,496		1,853
Depletion, depreciation and accretion		10,885		11,249		10,595		13,886
Full cost ceiling impairment		—		-		-		26,702
Stock-based compensation		481		485		594		785
Interest income		(3)		(84)		(125)		(171)
Loss (gain) on extinguishment of debt		(2,068)		—		—		—
Unrealized loss (gain) on derivatives contracts		(1,816)		34,817		36,052		30,172
Non-recurring charges (credits) and other		559		(275)		48		(658)
Adjusted EBITDA(1)	$	22,994	$	14,101	$	15,285	$	8,812

Adjusted LTM EBITDA(1)	$	61,192

(1)