[8-K] BATTALION OIL CORP Reports Material Event
Rhea-AI Filing Summary
Battalion Oil Corporation reported weaker fourth quarter 2025 results, with average daily production of 11,207 Boe/d and total operating revenue of $32.3 million, down from 12,750 Boe/d and $49.7 million a year earlier as realized prices fell by $11.54 per Boe and volumes declined.
The company posted a Q4 2025 net loss available to common stockholders of $12.5 million, or $0.76 per share, and adjusted diluted net loss of $19.2 million, or $1.16 per share. Adjusted EBITDA was $13.4 million versus $18.0 million in Q4 2024. As of December 31, 2025, Battalion had $208.1 million of term loan debt and $28.0 million of cash, and has agreed to use $40.0 million of West Quito divestiture proceeds to prepay term debt while pursuing growth through an all‑stock Ward County acquisition and prior equity financing.
Positive
- None.
Negative
- None.
Insights
Q4 revenue and cash flow softened, but leverage and hedging remain manageable.
Battalion Oil saw Q4 2025 operating revenue fall to $32.3 million from $49.7 million, driven by lower realized prices and reduced volumes. Net loss to common was $12.5 million, while adjusted EBITDA declined to $13.4 million, showing narrower cash earnings versus the prior year.
Cost control was mixed: lease operating expense rose to $12.86 per Boe, but gathering and general and administrative costs improved on a per‑Boe basis. Hedges were important, with realized hedge gains of $9.9 million in Q4 and sizable non‑cash derivative gains supporting full‑year net income despite losses to common after preferred dividends.
Leverage remains notable with $208.1 million of term loan debt and total liquidity of $28.0 million as of December 31, 2025. The requirement to use $40.0 million of West Quito sale proceeds to prepay debt modestly strengthens the balance sheet, while the Ward County all‑stock acquisition and treating agreement changes shift focus toward operational reliability and longer‑term development of Monument Draw.
8-K Event Classification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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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:
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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 March 23, 2026, Battalion Oil Corporation (the “Company”) issued a press release with respect to the Company’s fourth 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 |
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99.1 |
| Press release issued by Battalion Oil Corporation dated March 23, 2026. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 | |
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March 23, 2026 | By: | /s/ Matthew B. Steele |
| Name: | Matthew B. Steele |
| Title: | Chief Executive Officer |
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Exhibit 99.1
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Battalion Oil Corporation Announces Fourth Quarter 2025 Financial and Operating Results
HOUSTON, TEXAS – March 23, 2026 – Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the fourth quarter of 2025.
Key Highlights
| ● | Generated full-year sales volumes of 12,096 barrels of oil equivalent per day (“Boe/d”) (51% oil) |
| ● | Year-end 2025 proved reserves of approximately 59.7 million barrels of oil equivalent (“MMBoe”) with a standardized measure of discounted future net cash flows of approximately $343.5 million at SEC price deck ($66.01 WTI Oil, $3.39 HH Gas) |
| ● | Terminated GTA with AGI Facility; entered into a long-term agreement with large-cap midstream provider – achieved record throughput |
| ● | Production from core Monument Draw asset has increased by ~30% since early December 2025 with minimal capital investment due to increased gas treating capacity and reliability |
| ● | Completed the sale of our West Quito assets in February 2026 for net proceeds of $60.1 million (6.0 MMBoe, or approximately 10%, of our proved reserves at December 31, 2025) |
| ● | Prepaid $40.0 million in term loan debt during February 2026 |
| ● | Closed a securities purchase agreement with an institutional investor to sell shares of common stock and warrants for gross proceeds of $15.0 million in March 2026 |
| ● | Closed an acquisition of neighboring oil and gas assets, comprising 7,090 net acres, in Ward County in an all-stock transaction, subject to customary post-closing adjustments in March 2026 |
Management Comments
The Company has made significant progress both operationally and strategically. Gathering and general and administrative expenses have been reduced on a $/Boe basis. The termination of the gas treating agreement (“GTA”) and subsequent negotiation of a new long-term treating agreement allowed for curtailed volumes to be brought online and have resulted in substantial enhanced production reliability. The sale of common stock in the private placement and recent acquisition of contiguous acreage and production using Company common stock as consideration displays the future growth potential of the Company.
“We are excited to have successfully completed the divestiture of our West Quito assets and for entry into the securities purchase agreement, both of which resulted in significant additional capital. The all-stock acquisition of oil and gas assets in Ward County allows us to consolidate our contiguous acreage in Monument Draw and better positions us to maximize returns from our holdings, especially now that we have a reliable, long-term gas treating arrangement in the area,” said Matt Steele, Chief Executive Officer of Battalion.
Results of Operations
Average daily net production and total operating revenue during the fourth quarter of 2025 were 11,207 Boe/d (48% oil) and $32.3 million, respectively, as compared to production and revenue of 12,750 Boe/d
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(55% oil) and $49.7 million, respectively, during the fourth quarter of 2024. The decrease in revenues in the fourth quarter of 2025 as compared to the fourth quarter of 2024 is primarily attributable to an $11.54 decrease per Boe in average realized prices (excluding the impact of hedges) as well as an approximate 1,543 Boe/d decrease in average daily production. Ceased operations at the AGI Facility and related curtailments resulted in a decrease in average daily production of approximately 4,300 Boe/d for the fourth quarter of 2025. This temporary curtailment has ended and production has resumed under our new long-term treating agreement. Excluding the impact of hedges, Battalion realized approximately 97% of the average NYMEX oil price during the fourth quarter of 2025. Realized hedge gains totaled approximately $9.9 million during the fourth quarter of 2025.
Lease operating and workover expense was $12.86 per Boe in the fourth quarter of 2025 versus $11.26 per Boe in the fourth quarter of 2024. The increase in lease operating and workover expense per Boe year-over-year is primarily the result of increased repairs and maintenance expenses and higher power costs combined with decreased production. Gathering and other expenses were $10.27 per Boe in the fourth quarter of 2025 versus $10.45 per Boe in the fourth quarter of 2024. The decrease in gathering and other expenses per Boe is primarily related to progress made during 2025 at the central production facilities yielding lower labor and repair costs as well as increased throughput combined with favorable rates for treatment at alternative facilities once the AGI Facility ceased operations. General and administrative expenses were $4.42 per Boe in the fourth quarter of 2025 compared to $6.04 per Boe in the fourth quarter of 2024. The decrease in general and administrative expenses for the fourth quarter of 2025 is primarily due to lower merger and refinancing costs. Excluding non-recurring charges, general and administrative expenses would have been $2.84 per Boe in the fourth quarter of 2025 compared to $3.21 per Boe in the fourth quarter of 2024.
For the fourth quarter of 2025, the Company reported a net loss available to common stockholders of $12.5 million and a net loss of $0.76 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 fourth quarter of 2025 of $19.2 million or an adjusted diluted net loss of $1.16 per common share (see Reconciliation for additional information). Adjusted EBITDA during the quarter ended December 31, 2025 was $13.4 million as compared to $18.0 million during the quarter ended December 31, 2024 (see Adjusted EBITDA Reconciliation table for additional information).
Liquidity and Balance Sheet
As of December 31, 2025, the Company had $208.1 million of term loan indebtedness outstanding and total liquidity made up of cash and cash equivalents of $28.0 million.
On February 24, 2026, we entered into the Third Amendment to our 2024 Amended Term Loan Agreement whereby the lenders consented to the transactions contemplated by the West Quito Divestiture sale agreement and we were required, upon receipt of the net cash proceeds from the West Quito Divestiture, to prepay the outstanding principal amount of the 2024 Amended Term Loan Agreement borrowings in an aggregate amount equal to $40.0 million. We may retain the remaining net cash proceeds received from the West Quito Divestiture, subject to certain reinvestment requirements, set forth in the Third Amendment.
For additional details on liquidity, financial position, and recent developments, please refer to Business, Risk Factors and Management’s Discussion and Analysis included in Battalion’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
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
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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, 2025, 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
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BATTALION OIL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except per share amounts)
| | Three Months Ended | | Years Ended | ||||||||
| | December 31, | | December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
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Operating revenues: | | | | | | | | | | | | |
Oil, natural gas and natural gas liquids sales: | | | | | | | | | | | | |
Oil | | $ | 28,635 | | $ | 43,934 | | $ | 142,951 | | $ | 174,607 |
Natural gas | | | (946) | | | 447 | | | 3,665 | | | (2,213) |
Natural gas liquids | | | 3,926 | | | 5,118 | | | 18,346 | | | 20,822 |
Total oil, natural gas and natural gas liquids sales | | | 31,615 | | | 49,499 | | | 164,962 | | | 193,216 |
Other | | | 659 | | | 154 | | | 1,081 | | | 677 |
Total operating revenues | | | 32,274 | | | 49,653 | | | 166,043 | | | 193,893 |
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Operating expenses: | | | | | | | | | | | | |
Production: | | | | | | | | | | | | |
Lease operating | | | 11,387 | | | 11,082 | | | 44,804 | | | 45,275 |
Workover and other | | | 1,873 | | | 2,127 | | | 6,454 | | | 5,215 |
Taxes other than income | | | 1,898 | | | 2,366 | | | 9,842 | | | 11,238 |
Gathering and other | | | 10,585 | | | 12,263 | | | 43,742 | | | 54,117 |
General and administrative | | | 4,557 | | | 7,091 | | | 14,622 | | | 18,356 |
Depletion, depreciation and accretion | | | 11,603 | | | 14,155 | | | 52,144 | | | 52,926 |
Asset impairment | | | 1,072 | | | 18,511 | | | 1,072 | | | 18,511 |
Total operating expenses | | | 42,975 | | | 67,595 | | | 172,680 | | | 205,638 |
Loss from operations | | | (10,701) | | | (17,942) | | | (6,637) | | | (11,745) |
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Other income (expenses): | | | | | | | | | | | | |
Net (loss) gain on derivative contracts | | | 19,233 | | | (1,624) | | | 45,263 | | | 2,308 |
Interest expense and other | | | (6,737) | | | 4,853 | | | (26,747) | | | (14,956) |
Loss on extinguishment of debt | | | — | | | (7,489) | | | — | | | (7,489) |
Total other income (expenses) | | | 12,496 | | | (4,260) | | | 18,516 | | | (20,137) |
(Loss) income before income taxes | | | 1,795 | | | (22,202) | | | 11,879 | | | (31,882) |
Income tax benefit (provision) | | | — | | | — | | | — | | | — |
Net income (loss) | | $ | 1,795 | | $ | (22,202) | | $ | 11,879 | | $ | (31,882) |
Preferred dividends | | | (14,337) | | | (8,679) | | | (48,706) | | | (32,219) |
Net loss income available to common stockholders | | $ | (12,542) | | $ | (30,881) | | $ | (36,827) | | $ | (64,101) |
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Net loss income per share of common stock: | | | | | | | | | | | | |
Basic | | $ | (0.76) | | $ | (1.88) | | $ | (2.24) | | $ | (3.90) |
Diluted | | $ | (0.76) | | $ | (1.88) | | $ | (2.24) | | $ | (3.90) |
Weighted average common shares outstanding: | | | | | | | | | | | | |
Basic | | | 16,457 | | | 16,457 | | | 16,457 | | | 16,457 |
Diluted | | | 16,457 | | | 16,457 | | | 16,457 | | | 16,457 |
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BATTALION OIL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands, except share and per share amounts)
| | December 31, 2025 | | December 31, 2024 | ||
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 27,965 | | $ | 19,712 |
Accounts receivable, net | | | 12,071 | | | 26,298 |
Assets from derivative contracts | | | 16,145 | | | 6,969 |
Restricted cash | | | 91 | | | 91 |
Prepaids and other | | | 892 | | | 982 |
Total current assets | | | 57,164 | | | 54,052 |
Oil and natural gas properties (full cost method): | | | | | | |
Evaluated | | | 890,050 | | | 816,186 |
Unevaluated | | | 48,025 | | | 49,091 |
Gross oil and natural gas properties | | | 938,075 | | | 865,277 |
Less - accumulated depletion | | | (547,982) | | | (497,272) |
Net oil and natural gas properties | | | 390,093 | | | 368,005 |
Other operating property and equipment: | | | | | | |
Other operating property and equipment | | | 4,678 | | | 4,663 |
Less - accumulated depreciation | | | (2,807) | | | (2,455) |
Net other operating property and equipment | | | 1,871 | | | 2,208 |
Other noncurrent assets: | | | | | | |
Assets from derivative contracts | | | 7,350 | | | 4,052 |
Operating lease right of use assets | | | 840 | | | 453 |
Other assets | | | 3,360 | | | 2,278 |
Total assets | | $ | 460,678 | | $ | 431,048 |
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Current liabilities: | | | | | | |
Accounts payable and accrued liabilities | | $ | 39,734 | | $ | 52,682 |
Liabilities from derivative contracts | | | 633 | | | 12,330 |
Current portion of long-term debt | | | 22,510 | | | 12,246 |
Operating lease liabilities | | | 764 | | | 406 |
Total current liabilities | | | 63,641 | | | 77,664 |
Long-term debt, net | | | 180,955 | | | 145,535 |
Other noncurrent liabilities: | | | | | | |
Liabilities from derivative contracts | | | 1,692 | | | 6,954 |
Asset retirement obligations | | | 20,837 | | | 19,156 |
Operating lease liabilities | | | 104 | | | 84 |
Other | | | — | | | — |
Commitments and contingencies | | | | | | |
Temporary equity: | | | | | | |
Redeemable convertible preferred stock: 138,000 shares | | | 226,241 | | | 177,535 |
of $0.0001 par value authorized, issued and outstanding as of | | | | | | |
December 31, 2025 and 2024 | | | | | | |
Stockholders' (deficit) equity: | | | | | | |
Common stock: 100,000,000 shares of $0.0001 par value authorized; | | | | | | |
16,456,563 shares issued and outstanding as of December 31, 2025 | | | | | | |
and 2024 | | | 2 | | | 2 |
Additional paid-in capital | | | 240,202 | | | 288,993 |
Accumulated deficit | | | (272,996) | | | (284,875) |
Total stockholders' (deficit) equity | | | (32,792) | | | 4,120 |
Total liabilities, temporary equity and stockholders' (deficit) equity | | $ | 460,678 | | $ | 431,048 |
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BATTALION OIL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
| | Three Months Ended | | Years Ended | | ||||||||
| | December 31, | | December 31, | | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | | ||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net income (loss) | | $ | 1,795 | | $ | (22,202) | | $ | 11,879 | | $ | (31,882) | |
Adjustments to reconcile net income (loss) to net cash provided by | | | | | | | | | | | | | |
operating activities: | | | | | | | | | | | | | |
Depletion, depreciation and accretion | | | 11,603 | | | 14,155 | | | 52,144 | | | 52,926 | |
Asset impairment | | | 1,072 | | | 18,511 | | | 1,072 | | | 18,511 | |
Stock-based compensation, net | | | — | | | 12 | | | (109) | | | 152 | |
Unrealized gain on derivative contracts | | | (9,313) | | | 1,648 | | | (29,433) | | | (11,116) | |
Amortization/accretion of financing related costs | | | 389 | | | 1,469 | | | 1,569 | | | 6,418 | |
Loss on extinguishment of debt | | | — | | | 7,489 | | | — | | | 7,489 | |
Accrued settlements on derivative contracts | | | (1,909) | | | 1,505 | | | (1,833) | | | 403 | |
Change in fair value of embedded derivative liability | | | — | | | (761) | | | — | | | (2,084) | |
Other expense | | | 165 | | | 46 | | | 358 | | | 324 | |
Cash flow from operations before changes in working capital | | | 3,802 | | | 21,872 | | | 35,647 | | | 41,141 | |
Changes in working capital | | | (15,621) | | | (15,186) | | | 3,443 | | | (5,786) | |
Net cash (used in) provided by operating activities | | | (11,819) | | | 6,686 | | | 39,090 | | | 35,355 | |
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Cash flows from investing activities: | | | | | | | | | | | | | |
Oil and natural gas capital expenditures | | | (4,983) | | | (12,847) | | | (74,556) | | | (64,625) | |
Proceeds received from sales of oil and natural gas assets | | | — | | | — | | | — | | | 7,015 | |
Acquisition of oil and natural gas properties | | | — | | | — | | | — | | | (47) | |
Other operating property and equipment capital expenditures | | | (1) | | | (4) | | | (15) | | | (23) | |
Contract asset | | | — | | | — | | | — | | | (7,737) | |
Other | | | (5) | | | (6) | | | (380) | | | (26) | |
Net cash used in investing activities | | | (4,989) | | | (12,857) | | | (74,951) | | | (65,443) | |
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Cash flows from financing activities: | | | | | | | | | | | | | |
Proceeds from borrowings | | | — | | | 162,000 | | | 63,000 | | | 162,000 | |
Repayments of borrowings | | | (5,642) | | | (147,726) | | | (16,971) | | | (200,109) | |
Payment of deferred financing costs | | | (40) | | | (8,225) | | | (1,915) | | | (8,400) | |
Proceeds from issuance of preferred stock | | | — | | | — | | | — | | | 38,781 | |
Merger deposit | | | — | | | (10,000) | | | — | | | — | |
Net cash (used in) provided by financing activities | | | (5,682) | | | (3,951) | | | 44,114 | | | (7,728) | |
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Net (decrease) increase in cash, cash equivalents and restricted cash | | | (22,490) | | | (10,122) | | | 8,253 | | | (37,816) | |
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Cash, cash equivalents and restricted cash at beginning of period | | | 50,546 | | | 29,925 | | | 19,803 | | | 57,619 | |
Cash, cash equivalents and restricted cash at end of period | | $ | 28,056 | | $ | 19,803 | | $ | 28,056 | | $ | 19,803 | |
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BATTALION OIL CORPORATION
SELECTED OPERATING DATA (Unaudited)
| | Three Months Ended December 31, | | Years Ended December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
| | | | | | | | | | | | |
Production volumes: | | | | | | | | | | | | |
Crude oil (MBbls) | | | 499 | | | 643 | | | 2,251 | | | 2,363 |
Natural gas (MMcf) | | | 1,739 | | | 1,861 | | | 7,452 | | | 7,814 |
Natural gas liquids (MBbls) | | | 242 | | | 220 | | | 922 | | | 971 |
Total (MBoe) | | | 1,031 | | | 1,173 | | | 4,415 | | | 4,636 |
Average daily production (Boe/d) | | | 11,207 | | | 12,750 | | | 12,096 | | | 12,667 |
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Average prices: | | | | | | | | | | | | |
Crude oil (per Bbl) | | $ | 57.38 | | $ | 68.33 | | $ | 63.51 | | $ | 73.89 |
Natural gas (per Mcf) | | | (0.54) | | | 0.24 | | | 0.49 | | | (0.28) |
Natural gas liquids (per Bbl) | | | 16.22 | | | 23.26 | | | 19.90 | | | 21.44 |
Total per Boe | | | 30.66 | | | 42.20 | | | 37.36 | | | 41.68 |
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Cash effect of derivative contracts: | | | | | | | | | | | | |
Crude oil (per Bbl) | | $ | 3.60 | | $ | (8.99) | | $ | (0.31) | | $ | (11.32) |
Natural gas (per Mcf) | | | 4.67 | | | 3.12 | | | 2.22 | | | 2.30 |
Natural gas liquids (per Bbl) | | | — | | | — | | | — | | | — |
Total per Boe | | | 9.62 | | | 0.02 | | | 3.59 | | | (1.90) |
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Average prices computed after cash effect of settlement of derivative contracts: | | | | | | | | | | | | |
Crude oil (per Bbl) | | $ | 60.98 | | $ | 59.34 | | $ | 63.20 | | $ | 62.57 |
Natural gas (per Mcf) | | | 4.13 | | | 3.36 | | | 2.71 | | | 2.02 |
Natural gas liquids (per Bbl) | | | 16.22 | | | 23.26 | | | 19.90 | | | 21.44 |
Total per Boe | | | 40.28 | | | 42.22 | | | 40.95 | | | 39.78 |
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Average cost per Boe: | | | | | | | | | | | | |
Production: | | | | | | | | | | | | |
Lease operating | | $ | 11.04 | | $ | 9.45 | | $ | 10.15 | | $ | 9.77 |
Workover and other | | | 1.82 | | | 1.81 | | | 1.46 | | | 1.12 |
Taxes other than income | | | 1.84 | | | 2.02 | | | 2.23 | | | 2.42 |
Gathering and other | | | 10.27 | | | 10.45 | | | 9.91 | | | 11.67 |
General and administrative, as adjusted (1) | | | 2.84 | | | 3.21 | | | 2.58 | | | 2.72 |
Depletion | | | 10.98 | | | 11.71 | | | 11.49 | | | 11.06 |
| | | | | | | | | | | | |
(1) Represents general and administrative costs per Boe, adjusted for items noted in the reconciliation below: | ||||||||||||
| | | | | | | | | | | | |
General and administrative: | | | | | | | | | | | | |
General and administrative, as reported | | $ | 4.42 | | $ | 6.04 | | $ | 3.31 | | $ | 3.96 |
Stock-based compensation: | | | | | | | | | | | | |
Non-cash | | | — | | | (0.01) | | | (0.01) | | | (0.03) |
Non-recurring (charges) credits and other: | | | | | | | | | | | | |
Cash | | | (1.58) | | | (2.82) | | | (0.72) | | | (1.21) |
General and administrative, as adjusted(2) | | $ | 2.84 | | $ | 3.21 | | $ | 2.58 | | $ | 2.72 |
Total operating costs, as reported | | $ | 29.39 | | $ | 29.77 | | $ | 27.06 | | $ | 28.94 |
Total adjusting items | | | (1.58) | | | (2.83) | | | (0.73) | | | (1.24) |
Total operating costs, as adjusted(3) | | $ | 27.81 | | $ | 26.94 | | $ | 26.33 | | $ | 27.70 |
| (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. |
7
BATTALION OIL CORPORATION
RECONCILIATION (Unaudited)
(In thousands, except per share amounts)
| | Three Months Ended | | Years Ended | ||||||||
| | December 31, | | December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
As Reported: | | | | | | | | | | | | |
Net loss income available to common stockholders - diluted (1) | | $ | (12,542) | | $ | (30,881) | | $ | (36,827) | | $ | (64,101) |
| | | | | | | | | | | | |
Impact of Selected Items: | | | | | | | | | | | | |
Unrealized (gain) loss on derivatives contracts: | | | | | | | | | | | | |
Crude oil | | $ | (10,768) | | $ | 96 | | $ | (32,253) | | $ | (10,371) |
Natural gas | | | 1,455 | | | 1,552 | | | 2,820 | | | (745) |
Total mark-to-market non-cash charge | | | (9,313) | | | 1,648 | | | (29,433) | | | (11,116) |
Asset impairment | | | 1,072 | | | 18,511 | | | 1,072 | | | 18,511 |
Loss on extinguishment of debt | | | — | | | 7,489 | | | — | | | 7,489 |
Change in fair value of embedded derivative liability | | | — | | | (761) | | | — | | | (2,084) |
Non-recurring charges | | | 1,631 | | | 3,310 | | | 3,177 | | | 5,609 |
Selected items, before income taxes | | | (6,610) | | | 30,197 | | | (25,184) | | | 18,409 |
Income tax effect of selected items | | | — | | | — | | | — | | | — |
Selected items, net of tax | | $ | (6,610) | | $ | 30,197 | | $ | (25,184) | | $ | 18,409 |
| | | | | | | | | | | | |
Net loss available to common stockholders, as adjusted (2) | | $ | (19,152) | | $ | (684) | | $ | (62,011) | | $ | (45,692) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Diluted net loss per common share, as reported | | $ | (0.76) | | $ | (1.88) | | $ | (2.24) | | $ | (3.90) |
Impact of selected items | | | (0.40) | | | 1.84 | | | (1.53) | | | 1.12 |
Diluted net loss per common share, excluding selected items (2)(3) | | $ | (1.16) | | $ | (0.04) | | $ | (3.77) | | $ | (2.78) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net cash provided by operating activities | | $ | (11,819) | | $ | 6,686 | | $ | 39,090 | | $ | 35,355 |
Changes in working capital | | | 15,621 | | | 15,186 | | | (3,443) | | | 5,786 |
Cash flow from operations before changes in working capital | | | 3,802 | | | 21,872 | | | 35,647 | | | 41,141 |
Cash components of selected items | | | (126) | | | 2,611 | | | 1,344 | | | 6,012 |
Income tax effect of selected items | | | — | | | — | | | — | | | — |
Cash flows from operations before changes in working capital, adjusted for selected items (1) | | $ | 3,676 | | $ | 24,483 | | $ | 36,991 | | $ | 47,153 |
| (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 14, Earnings Per Share in our Form 10-K for the year ended December 31, 2025. |
| (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 December 31, 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. |
8
BATTALION OIL CORPORATION
ADJUSTED EBITDA RECONCILIATION (Unaudited)
(In thousands)
| | Three Months Ended December 31, | | Years Ended December 31, | ||||||||
| | 2025 | | 2024 | | 2025 | | 2024 | ||||
| | | | | | | | | | | | |
Net income (loss), as reported | | $ | 1,795 | | $ | (22,202) | | $ | 11,879 | | $ | (31,882) |
Impact of adjusting items: | | | | | | | | | | | | |
Interest expense | | | 6,987 | | | 6,135 | | | 28,835 | | | 29,009 |
Depletion, depreciation and accretion | | | 11,603 | | | 14,155 | | | 52,144 | | | 52,926 |
Asset impairment | | | 1,072 | | | 18,511 | | | 1,072 | | | 18,511 |
Stock-based compensation | | | — | | | 12 | | | 48 | | | 152 |
Interest income | | | (414) | | | (278) | | | (2,260) | | | (2,122) |
Loss on extinguishment of debt | | | — | | | 7,489 | | | — | | | 7,489 |
Unrealized (gain) loss on derivatives contracts | | | (9,312) | | | 1,648 | | | (29,432) | | | (11,116) |
Change in fair value of embedded derivative liability | | | — | | | (761) | | | — | | | (2,084) |
Merger Termination Payment | | | — | | | (10,000) | | | — | | | (10,000) |
Non-recurring charges (credits) and other | | | 1,631 | | | 3,310 | | | 3,177 | | | 5,609 |
Adjusted EBITDA(1) | | $ | 13,362 | | $ | 18,019 | | $ | 65,463 | | $ | 56,492 |
| (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. |
9
BATTALION OIL CORPORATION
ADJUSTED EBITDA RECONCILIATION (Unaudited)
(In thousands)
| | Three Months | | Three Months | | Three Months | | Three Months | ||||
| | Ended | | Ended | | Ended | | Ended | ||||
| | December 31, 2025 | | September 30, 2025 | | June 30, 2025 | | March 31, 2025 | ||||
| | | | | | | | | | | | |
Net income (loss), as reported | | $ | 1,795 | | $ | (735) | | $ | 4,796 | | $ | 6,023 |
Impact of adjusting items: | | | | | | | | | | | | |
Interest expense | | | 6,987 | | | 7,318 | | | 7,341 | | | 7,189 |
Depletion, depreciation and accretion | | | 11,603 | | | 13,522 | | | 13,939 | | | 13,080 |
Asset impairment | | | 1,072 | | | — | | | — | | | — |
Stock-based compensation | | | — | | | — | | | — | | | 48 |
Interest income | | | (414) | | | (503) | | | (764) | | | (579) |
Unrealized gain on derivatives contracts | | | (9,312) | | | (1,044) | | | (7,248) | | | (11,828) |
Non-recurring charges and other | | | 1,631 | | | 324 | | | 73 | | | 1,149 |
Adjusted EBITDA(1) | | $ | 13,362 | | $ | 18,882 | | $ | 18,137 | | $ | 15,082 |
| | | | | | | | | | | | |
Adjusted LTM EBITDA(1) | | $ | 65,463 | | | | | | | | | |
| (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. |
10
BATTALION OIL CORPORATION
ADJUSTED EBITDA RECONCILIATION (Unaudited)
(In thousands)
| | Three Months | | Three Months | | Three Months | | Three Months | ||||
| | Ended | | Ended | | Ended | | Ended | ||||
| | December 31, 2024 | | September 30, 2024 | | June 30, 2024 | | March 31, 2024 | ||||
| | | | | | | | | | | | |
Net (loss) income, as reported | | $ | (22,202) | | $ | 21,628 | | $ | (105) | | $ | (31,203) |
Impact of adjusting items: | | | | | | | | | | | | |
Interest expense | | | 6,135 | | | 6,873 | | | 7,610 | | | 8,391 |
Depletion, depreciation and accretion | | | 14,155 | | | 12,533 | | | 13,213 | | | 13,025 |
Asset impairment | | | 18,511 | | | — | | | — | | | — |
Stock-based compensation | | | 12 | | | 5 | | | 36 | | | 99 |
Interest income | | | (278) | | | (509) | | | (634) | | | (701) |
Loss on extinguishment of debt | | | 7,489 | | | — | | | — | | | — |
Unrealized loss (gain) on derivatives contracts | | | 1,648 | | | (28,091) | | | (4,434) | | | 19,761 |
Change in fair value of embedded derivative liability | | | (761) | | | 41 | | | (436) | | | (928) |
Merger Termination Payment | | | (10,000) | | | — | | | — | | | — |
Non-recurring charges and other | | | 3,310 | | | 978 | | | 384 | | | 937 |
Adjusted EBITDA(1) | | $ | 18,019 | | $ | 13,458 | | $ | 15,634 | | $ | 9,381 |
| | | | | | | | | | | | |
Adjusted LTM EBITDA(1) | | $ | 56,492 | | | | | | | | | |
| (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. |
11