Battalion Oil Corp 8-K, filed Aug 12, 2026
Battalion Oil Corp (BATL)
About this 8-K
Battalion Oil Corp filed this 8-K on August 12, 2026.
Items reported
- Item 2.02: Financial results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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 August 12, 2026, Battalion Oil Corporation (the “Company”) issued a press release with respect to the Company’s second quarter 2026 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 August 12, 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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August 12, 2026 | By: | /s/ Matthew B. Steele |
| Name: | Matthew B. Steele |
| Title: | Chief Executive Officer |
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Battalion Oil Corporation Announces Second Quarter 2026 Financial and Operating Results
HOUSTON, TEXAS – August 12, 2026 – Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the “Company”) today announced financial and operating results for the second quarter of 2026.
Key Highlights
| ● | The Company ended the quarter with positive equity of $203.1 million. |
| ● | Generated second quarter 2026 sales volumes of 12,407 barrels of oil equivalent per day (“Boe/d”) (~45% oil, 70% liquids) |
| ● | Lease operating and workover expense per BOE reduced by ~12% vs Q1 2026 |
| ● | Placed 17.4 million shares of common stock under its ATM program for net proceeds of $30.3 million during Q2 2026 and an additional 14.9 million shares for net proceeds of $25.6 million subsequent to quarter end. The proceeds have allowed the Company to: |
| o | Reduce net debt (gross debt less cash and reinvestment proceeds) to $74.2 million vs $108.3 million in Q1 2026 and leverage ratio to 1.36x in Q2 2026 vs 1.79x in Q1 2026 |
| o | Complete a refinancing of its term loan yielding interest payment savings and reduced amortization |
| o | Redeem and convert a portion of its outstanding preferred equity subsequent to quarter end - preferred liquidation value of $42 million was extinguished for $19 million in cash and 3.5 million common shares |
| ● | Completed preparations for drilling under new joint exploration and development agreement with drilling expected to commence prior to end of August 2026 |
Management Comments
The Company continued to execute across all facets of its business during the second quarter of 2026, advancing its Monument Draw development program while further strengthening its balance sheet. In April 2026, the Company completed midstream expansion projects at Monument Draw ahead of schedule and approximately 8% under budget, driving a 20% increase in gas throughput and record well productivity. Later in April, the Company secured an additional 50% of sour gas compression capacity at Monument Draw, increasing gas handling capacity from 35 MMcf/d to more than 50 MMcf/d at no capital cost to Battalion, positioning the Company for continued production growth. In May 2026, the Company established a $150 million at-the-market (“ATM”) equity offering program, providing an efficient source of additional liquidity. The Company executed a definitive joint exploration and development agreement for up to eight wells in Monument Draw, with an initial four-well pad targeting the 3rd Bone Spring, Wolfcamp A and Wolfcamp B formations. This program is expected to spud in August 2026. On June 30, 2026, the Company closed a refinancing of its senior secured credit facility, extending the maturity to December 31, 2029, replacing the prior leverage-based pricing grid with a fixed margin of 6.50% over SOFR, and providing access to up to $175.0 million of additional delayed draw capacity.
“The second quarter of 2026 was extremely active. We exhibited significant progress across every part of our business,” said Matt Steele, Chief Executive Officer of Battalion. “Our midstream investments at
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Monument Draw came in ahead of schedule and under budget, and we are already seeing the benefit in record well productivity and increased throughput capacity. Additional compression secured during the quarter will further improve reliability starting in mid-Q3 and support production growth from our active drilling program. Establishing our ATM program gave us an efficient tool to continue strengthening the balance sheet. The ATM proceeds, asset sales, and free cash flow from the underlying business have allowed us to significantly reduce net debt. We are now under 1.5x levered – something the Company has never previously achieved. Given the improved balance sheet, we plan to judiciously utilize the limited shares available in our ATM going forward. Executing our joint exploration and development agreement in Monument Draw is the culmination of months of work and allows us to transition to multi-bench development while prudently deploying capital within cash on hand. Closing our refinancing at quarter end meaningfully lowers our cost of capital and enhances our financial flexibility as we move into this next phase of development at Monument Draw. The Company has never been in a stronger financial and operational position. In fact, we were recently able to utilize cash on hand to opportunistically buy back a portion of our preferred stock at a substantial discount to its par value from a holder seeking liquidity. Going forward, we will continue to focus on disciplined execution and creation of value for our shareholders.”
Results of Operations
Average daily net production and total operating revenue during the second quarter of 2026 were 12,407 Boe/d (45% oil) and $48.1 million, respectively, as compared to production and revenue of 12,989 Boe/d (49% oil) and $42.8 million, respectively, during the second quarter of 2025. The increase in revenues in the second quarter of 2026 as compared to the second quarter of 2025 is primarily attributable to a $6.48 increase per Boe in average realized prices (excluding the impact of hedges) partially offset by an approximate 582 Boe/d decrease in average daily production. Excluding the impact of hedges, Battalion realized approximately 104% of the average NYMEX oil price during the second quarter of 2026. Realized hedge losses totaled approximately $7.8 million during the second quarter of 2026.
Lease operating and workover expense was $8.69 per Boe in the second quarter of 2026 versus $10.98 per Boe in the second quarter of 2025. The decrease in lease operating and workover expense per Boe year-over-year is primarily the result of lower maintenance, power, and chemical costs and lower workover activity. Gathering and other expenses were $10.87 per Boe in the second quarter of 2026 versus $9.27 per Boe in the second quarter of 2025. The increase in gathering and other expenses per Boe is primarily related to greater throughput volumes resulting from entry into a long-term processing agreement with a publicly traded large-cap midstream provider in January 2026. General and administrative expenses were $3.60 per Boe in the second quarter of 2026 compared to $2.17 per Boe in the second quarter of 2025. The increase in general and administrative expenses for the second quarter of 2026 is primarily due to higher professional fees including legal costs and increased stock compensation expense. Excluding non-recurring charges, general and administrative expenses would have been $2.83 per Boe in the second quarter of 2026 compared to $2.11 per Boe in the second quarter of 2025.
For the second quarter of 2026, the Company reported net income available to common stockholders of $9.1 million and net income of $0.34 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 second quarter of 2026 of $4.9 million or an adjusted diluted net loss of $0.11 per common share compared to an adjusted diluted net loss available to common stockholders for the second quarter of 2025 of $10.6 million or an adjusted diluted net loss of $0.65 per common share (see Reconciliation for additional information). Adjusted EBITDA during the quarter ended June 30, 2026 was $12.3 million as compared to $18.1 million during the quarter ended June 30, 2025 (see Adjusted EBITDA Reconciliation table for additional information).
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Liquidity and Balance Sheet
As of June 30, 2026, the Company had $162.5 million of term loan indebtedness outstanding and total liquidity made up of cash and cash equivalents and reinvestment proceeds of $88.4 million.
On June 30, 2026, the Company entered into the Third Amended and Restated Senior Secured Credit Agreement (the “New Credit Agreement”) which amended and restated in its entirety the Second Amended and Restated Senior Secured Credit Agreement dated December 26, 2024, as amended (the "Existing Credit Agreement"). Outstanding term loans under the Existing Credit Agreement continued under the New Credit Agreement as closing date term loans, against a maximum closing date term loan commitment of $162.5 million and no new cash borrowing.
Key terms of the New Credit Agreement include:
Interest Rate: SOFR plus a fixed applicable margin of 6.50% per annum (or ABR plus 5.50%), along with a 0.15% credit spread adjustment. The fixed margin replaces the leverage-based pricing grid under the Existing Credit Agreement, under which the SOFR margin ranged from 7.75% to 8.50% depending on the Company's Total Net Leverage Ratio.
Maturity: December 31, 2029.
Delayed Draw Facility: Up to $175.0 million of discretionary delayed draw term loan capacity, available on an uncommitted basis and subject to each lender's sole discretion to provide commitments.
Amortization: Scheduled quarterly principal amortization commences with the fiscal quarter ending June 30, 2027.
Financial Covenants: Includes maintenance covenants relating to Total Net Leverage Ratio, Current Ratio, Asset Coverage Ratio and minimum Liquidity, each commencing with the fiscal quarter ending September 30, 2026.
For additional details on liquidity, financial position, and recent developments, please refer to Management’s Discussion and Analysis included in Battalion’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
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, 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.
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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 | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Operating revenues: | | | | | | | | | | | | |
Oil, natural gas and natural gas liquids sales: | | | | | | | | | | | | |
Oil | | $ | 49,152 | | $ | 36,291 | | $ | 85,434 | | $ | 75,991 |
Natural gas | | | (6,904) | | | 935 | | | (8,397) | | | 3,758 |
Natural gas liquids | | | 5,730 | | | 5,350 | | | 10,003 | | | 10,212 |
Total oil, natural gas and natural gas liquids sales | | | 47,978 | | | 42,576 | | | 87,040 | | | 89,961 |
Other | | | 151 | | | 236 | | | 263 | | | 326 |
Total operating revenues | | | 48,129 | | | 42,812 | | | 87,303 | | | 90,287 |
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Operating expenses: | | | | | | | | | | | | |
Production: | | | | | | | | | | | | |
Lease operating | | | 9,189 | | | 10,670 | | | 19,283 | | | 21,028 |
Workover and other | | | 622 | | | 2,309 | | | 1,640 | | | 3,742 |
Taxes other than income | | | 2,981 | | | 2,522 | | | 5,305 | | | 5,322 |
Gathering and other | | | 12,268 | | | 10,958 | | | 23,518 | | | 22,958 |
General and administrative | | | 4,066 | | | 2,567 | | | 8,326 | | | 6,980 |
Depletion, depreciation and accretion | | | 12,222 | | | 13,939 | | | 24,584 | | | 27,019 |
Total operating expenses | | | 41,348 | | | 42,965 | | | 82,656 | | | 87,049 |
Income (loss) from operations | | | 6,781 | | | (153) | | | 4,647 | | | 3,238 |
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Other income (expenses): | | | | | | | | | | | | |
Net gain (loss) on derivative contracts | | | 13,051 | | | 11,548 | | | (34,913) | | | 20,850 |
Interest expense and other | | | (4,324) | | | (6,599) | | | (9,841) | | | (13,269) |
Loss on extinguishment of debt | | | — | | | — | | | (862) | | | — |
Total other income (expenses) | | | 8,727 | | | 4,949 | | | (45,616) | | | 7,581 |
Income (loss) before income taxes | | | 15,508 | | | 4,796 | | | (40,969) | | | 10,819 |
Income tax benefit (provision) | | | — | | | — | | | — | | | — |
Net income (loss) | | $ | 15,508 | | $ | 4,796 | | $ | (40,969) | | $ | 10,819 |
Preferred dividends | | | — | | | (8,270) | | | (8,331) | | | (20,090) |
Undistributed earnings allocable to preferred stockholders | | | (6,434) | | | — | | | — | | | — |
Net income (loss) available to common stockholders | | $ | 9,074 | | $ | (3,474) | | $ | (49,300) | | $ | (9,271) |
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Net income (loss) per share of common stock available to common stockholders: | | | | | | | | | | | | |
Basic | | $ | 0.34 | | $ | (0.21) | | $ | (2.25) | | $ | (0.56) |
Diluted | | $ | 0.34 | | $ | (0.21) | | $ | (2.25) | | $ | (0.56) |
Weighted average common shares outstanding: | | | | | | | | | | | | |
Basic | | | 26,430 | | | 16,457 | | | 21,947 | | | 16,457 |
Diluted | | | 45,172 | | | 16,457 | | | 21,947 | | | 16,457 |
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BATTALION OIL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands, except share and per share amounts)
| | June 30, 2026 | | December 31, 2025 | ||
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 83,097 | | $ | 27,965 |
Accounts receivable, net | | | 14,406 | | | 12,071 |
Assets from derivative contracts | | | 4,229 | | | 16,145 |
Restricted cash | | | 5,294 | | | 91 |
Prepaids and other | | | 462 | | | 892 |
Total current assets | | | 107,488 | | | 57,164 |
Oil and natural gas properties (full cost method): | | | | | | |
Evaluated | | | 833,063 | | | 890,050 |
Unevaluated | | | 54,334 | | | 48,025 |
Gross oil and natural gas properties | | | 887,397 | | | 938,075 |
Less: accumulated depletion | | | (572,058) | | | (547,982) |
Net oil and natural gas properties | | | 315,339 | | | 390,093 |
Other operating property and equipment: | | | | | | |
Other operating property and equipment | | | 4,682 | | | 4,678 |
Less: accumulated depreciation | | | (2,843) | | | (2,807) |
Net other operating property and equipment | | | 1,839 | | | 1,871 |
Other noncurrent assets: | | | | | | |
Assets from derivative contracts | | | 3,729 | | | 7,350 |
Operating lease right of use assets | | | 666 | | | 840 |
Other assets | | | 3,524 | | | 3,360 |
Total assets | | $ | 432,585 | | $ | 460,678 |
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Current liabilities: | | | | | | |
Accounts payable and accrued liabilities | | $ | 39,898 | | $ | 39,734 |
Liabilities from derivative contracts | | | 6,667 | | | 633 |
Current portion of long-term debt | | | 2,031 | | | 22,510 |
Operating lease liabilities | | | 484 | | | 764 |
Total current liabilities | | | 49,080 | | | 63,641 |
Long-term debt, net | | | 156,208 | | | 180,955 |
Other noncurrent liabilities: | | | | | | |
Liabilities from derivative contracts | | | 6,194 | | | 1,692 |
Asset retirement obligations | | | 17,749 | | | 20,837 |
Operating lease liabilities | | | 216 | | | 104 |
Commitments and contingencies | | | | | | |
Temporary equity: | | | | | | |
Redeemable convertible preferred stock: 138,000 shares | | | | | | |
of $0.0001 par value authorized, issued and outstanding, | | | | | | |
$193,757 aggregate liquidation preference at December 31, 2025 | | | — | | | 226,241 |
Stockholders' equity (deficit): | | | | | | |
Redeemable convertible preferred stock: 130,197 shares | | | | | | |
of $0.0001 par value authorized, issued and outstanding, | | | | | | |
$198,276 aggregate liquidation preference at June 30, 2026 | | | 221,185 | | | — |
Common stock: 100,000,000 shares of $0.0001 par value authorized; | | | | | | |
38,892,112 and 16,456,563 shares issued and outstanding at | | | | | | |
June 30, 2026 and December 31, 2025, respectively | | | 4 | | | 2 |
Additional paid-in capital | | | 295,914 | | | 240,202 |
Accumulated deficit | | | (313,965) | | | (272,996) |
Total stockholders' equity (deficit) | | | 203,138 | | | (32,792) |
Total liabilities, temporary equity and stockholders' equity | | $ | 432,585 | | $ | 460,678 |
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BATTALION OIL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Cash flows from operating activities: | | | | | | | | | | | | |
Net income (loss) | | $ | 15,508 | | $ | 4,796 | | $ | (40,969) | | $ | 10,819 |
Adjustments to reconcile net income (loss) to net cash | | | | | | | | | | | | |
provided by operating activities: | | | | | | | | | | | | |
Depletion, depreciation and accretion | | | 12,222 | | | 13,939 | | | 24,584 | | | 27,019 |
Stock-based compensation, net | | | 421 | | | — | | | 421 | | | (109) |
Unrealized gain on derivative contracts | | | (20,865) | | | (7,248) | | | 26,072 | | | (19,076) |
Amortization of deferred financing costs | | | 264 | | | 397 | | | 612 | | | 792 |
Loss on extinguishment of debt | | | — | | | — | | | 862 | | | — |
Accrued settlements on derivative contracts | | | (30) | | | 23 | | | 2,395 | | | (537) |
Other | | | 5 | | | 56 | | | 7 | | | 109 |
Cash flows from operations before changes in working capital | | | 7,525 | | | 11,963 | | | 13,984 | | | 19,017 |
Changes in working capital | | | 1,253 | | | (1,758) | | | (3,101) | | | 3,919 |
Net cash provided by operating activities | | | 8,778 | | | 10,205 | | | 10,883 | | | 22,936 |
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Cash flows from investing activities: | | | | | | | | | | | | |
Oil and natural gas capital expenditures | | | (4,205) | | | (33,290) | | | (7,818) | | | (53,090) |
Proceeds received from sale of oil and natural gas assets | | | — | | | — | | | 60,055 | | | — |
Other operating property and equipment capital expenditures | | | — | | | (8) | | | — | | | (14) |
Other | | | (9) | | | (64) | | | (14) | | | (370) |
Net cash (used in) provided by investing activities | | | (4,214) | | | (33,362) | | | 52,223 | | | (53,474) |
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Cash flows from financing activities: | | | | | | | | | | | | |
Proceeds from borrowings | | | — | | | — | | | — | | | 63,000 |
Repayments of borrowings | | | — | | | (5,652) | | | (45,635) | | | (5,678) |
Debt issuance costs | | | (407) | | | (138) | | | (1,064) | | | (1,875) |
Proceeds from issuance of common stock | | | 29,903 | | | — | | | 43,928 | | | — |
Net cash provided by (used in) financing activities | | | 29,496 | | | (5,790) | | | (2,771) | | | 55,447 |
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Net increase (decrease) in cash, cash equivalents and restricted cash | | | 34,060 | | | (28,947) | | | 60,335 | | | 24,909 |
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Cash, cash equivalents and restricted cash at beginning of period | | | 54,331 | | | 73,659 | | | 28,056 | | | 19,803 |
Cash, cash equivalents and restricted cash at end of period | | $ | 88,391 | | $ | 44,712 | | $ | 88,391 | | $ | 44,712 |
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BATTALION OIL CORPORATION
SELECTED OPERATING DATA (Unaudited)
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Production volumes: | | | | | | | | | | | | |
Crude oil (MBbls) | | | 510 | | | 584 | | | 1,038 | | | 1,153 |
Natural gas (MMcf) | | | 2,012 | | | 2,136 | | | 4,066 | | | 3,935 |
Natural gas liquids (MBbls) | | | 283 | | | 242 | | | 546 | | | 444 |
Total (MBoe) | | | 1,129 | | | 1,182 | | | 2,262 | | | 2,253 |
Average daily production (Boe/d) | | | 12,407 | | | 12,989 | | | 12,497 | | | 12,448 |
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Average prices: | | | | | | | | | | | | |
Crude oil (per Bbl) | | $ | 96.38 | | $ | 62.14 | | $ | 82.31 | | $ | 65.91 |
Natural gas (per Mcf) | | | (3.43) | | | 0.44 | | | (2.07) | | | 0.96 |
Natural gas liquids (per Bbl) | | | 20.25 | | | 22.11 | | | 18.32 | | | 23.00 |
Total per Boe | | | 42.50 | | | 36.02 | | | 38.48 | | | 39.93 |
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Cash effect of derivative contracts: | | | | | | | | | | | | |
Crude oil (per Bbl) | | $ | (24.63) | | $ | 1.04 | | $ | (15.70) | | $ | (2.93) |
Natural gas (per Mcf) | | | 2.36 | | | 1.73 | | | 1.83 | | | 1.31 |
Natural gas liquids (per Bbl) | | | — | | | — | | | — | | | — |
Total per Boe | | | (6.92) | | | 3.64 | | | (3.91) | | | 0.79 |
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Average prices computed after cash effect of settlement of derivative contracts: | | | | | | | | | | | | |
Crude oil (per Bbl) | | $ | 71.75 | | $ | 63.18 | | $ | 66.61 | | $ | 62.98 |
Natural gas (per Mcf) | | | (1.07) | | | 2.17 | | | (0.24) | | | 2.27 |
Natural gas liquids (per Bbl) | | | 20.25 | | | 22.11 | | | 18.32 | | | 23.00 |
Total per Boe | | | 35.58 | | | 39.66 | | | 34.57 | | | 40.72 |
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Average cost per Boe: | | | | | | | | | | | | |
Production: | | | | | | | | | | | | |
Lease operating | | $ | 8.14 | | $ | 9.03 | | $ | 8.52 | | $ | 9.33 |
Workover and other | | | 0.55 | | | 1.95 | | | 0.73 | | | 1.66 |
Taxes other than income | | | 2.64 | | | 2.13 | | | 2.35 | | | 2.36 |
Gathering and other | | | 10.87 | | | 9.27 | | | 10.40 | | | 10.19 |
General and administrative, as adjusted (1) | | | 2.83 | | | 2.11 | | | 2.92 | | | 2.54 |
Depletion | | | 10.62 | | | 11.47 | | | 10.64 | | | 11.64 |
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(1) Represents general and administrative costs per Boe, adjusted for items noted in the reconciliation below: | ||||||||||||
| | | | | | | | | | | | |
General and administrative: | | | | | | | | | | | | |
General and administrative, as reported | | $ | 3.60 | | $ | 2.17 | | $ | 3.68 | | $ | 3.10 |
Stock-based compensation: | | | | | | | | | | | | |
Non-cash | | | (0.37) | | | - | | | (0.19) | | | (0.02) |
Non-recurring charges and other: | | | | | | | | | | | | |
Cash | | | (0.40) | | | (0.06) | | | (0.57) | | | (0.54) |
General and administrative, as adjusted(2) | | $ | 2.83 | | $ | 2.11 | | $ | 2.92 | | $ | 2.54 |
| | | | | | | | | | | | |
Total operating costs, as reported | | $ | 25.80 | | $ | 24.55 | | $ | 25.68 | | $ | 26.64 |
Total adjusting items | | | (0.77) | | | (0.06) | | | (0.76) | | | (0.56) |
Total operating costs, as adjusted(3) | | $ | 25.03 | | $ | 24.49 | | $ | 24.92 | | $ | 26.08 |
| (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. |
8
BATTALION OIL CORPORATION
RECONCILIATION (Unaudited)
(In thousands, except per share amounts)
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
As Reported: | | | | | | | | | | | | |
Net income (loss) available to common stockholders - diluted (1) | | $ | 15,508 | | $ | (3,474) | | $ | (49,300) | | $ | (9,271) |
| | | | | | | | | | | | |
Impact of Selected Items: | | | | | | | | | | | | |
Unrealized (gain) loss on derivatives contracts: | | | | | | | | | | | | |
Crude oil | | $ | (22,813) | | $ | (16,782) | | $ | 26,995 | | $ | (22,326) |
Natural gas | | | 1,948 | | | 9,534 | | | (923) | | | 3,250 |
Total mark-to-market non-cash charge | | | (20,865) | | | (7,248) | | | 26,072 | | | (19,076) |
Loss on extinguishment of debt | | | — | | | — | | | 862 | | | — |
Non-recurring charges | | | 454 | | | 73 | | | 1,289 | | | 1,222 |
Selected items, before income taxes | | | (20,411) | | | (7,175) | | | 28,223 | | | (17,854) |
Income tax effect of selected items | | | — | | | — | | | — | | | — |
Selected items, net of tax | | | (20,411) | | | (7,175) | | | 28,223 | | | (17,854) |
| | | | | | | | | | | | |
Net loss available to common stockholders, as adjusted (2) | | $ | (4,903) | | $ | (10,649) | | $ | (21,077) | | $ | (27,125) |
| | | | | | | | | | | | |
Diluted net income (loss) per common share, as reported | | $ | 0.34 | | $ | (0.21) | | $ | (2.25) | | $ | (0.56) |
Impact of selected items | | | (0.45) | | | (0.44) | | | 1.29 | | | (1.09) |
Diluted net loss per common share, excluding selected items (2)(3) | | $ | (0.11) | | $ | (0.65) | | $ | (0.96) | | $ | (1.65) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net cash provided by operating activities | | $ | 8,778 | | $ | 10,205 | | $ | 10,883 | | $ | 22,936 |
Changes in working capital | | | (1,253) | | | 1,758 | | | 3,101 | | | (3,919) |
Cash flows from operations before changes in working capital | | | 7,525 | | | 11,963 | | | 13,984 | | | 19,017 |
Cash components of selected items | | | 484 | | | 50 | | | (1,106) | | | 1,759 |
Income tax effect of selected items | | | — | | | — | | | — | | | — |
Cash flows from operations before changes in working capital, adjusted for selected items (1) | | $ | 8,009 | | $ | 12,013 | | $ | 12,878 | | $ | 20,776 |
| (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 and six months ended June 30, 2026 were calculated based upon weighted average diluted shares of 45.2 and 21.9 million, 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, 2025 were calculated based upon weighted average diluted shares of 16.5 million due to the net loss available to common stockholders, excluding selected items |
9
BATTALION OIL CORPORATION
ADJUSTED EBITDA RECONCILIATION (Unaudited)
(In thousands)
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
| | | | | | | | | | | | |
Net income (loss), as reported | | $ | 15,508 | | $ | 4,796 | | $ | (40,969) | | $ | 10,819 |
Impact of adjusting items: | | | | | | | | | | | | |
Interest expense | | | 5,124 | | | 7,341 | | | 10,965 | | | 14,530 |
Depletion, depreciation and accretion | | | 12,222 | | | 13,939 | | | 24,584 | | | 27,019 |
Stock-based compensation | | | 421 | | | - | | | 421 | | | 48 |
Interest income | | | (612) | | | (764) | | | (936) | | | (1,343) |
Loss on extinguishment of debt | | | — | | | — | | | 862 | | | — |
Unrealized gain on derivatives contracts | | | (20,865) | | | (7,248) | | | 26,072 | | | (19,076) |
Non-recurring charges and other | | | 454 | | | 73 | | | 1,289 | | | 1,222 |
Adjusted EBITDA(1) | | $ | 12,252 | | $ | 18,137 | | $ | 22,288 | | $ | 33,219 |
| (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 | | ||||
| | June 30, 2026 | | March 31, 2026 | | December 31, 2025 | | September 30, 2025 | | ||||
| | | | | | | | | | | | | |
Net income (loss), as reported | | $ | 15,508 | | $ | (56,477) | | $ | 1,795 | | $ | (735) | |
Impact of adjusting items: | | | | | | | | | | | | | |
Interest expense | | | 5,124 | | | 5,841 | | | 6,987 | | | 7,318 | |
Depletion, depreciation and accretion | | | 12,222 | | | 12,362 | | | 11,603 | | | 13,522 | |
Asset impairment | | | — | | | — | | | 1,072 | | | — | |
Stock-based compensation | | | 421 | | | — | | | — | | | — | |
Interest income | | | (612) | | | (324) | | | (414) | | | (503) | |
Loss on extinguishment of debt | | | — | | | 862 | | | — | | | — | |
Unrealized (gain) loss on derivatives contracts | | | (20,865) | | | 46,937 | | | (9,313) | | | (1,044) | |
Non-recurring charges and other | | | 454 | | | 835 | | | 1,631 | | | 324 | |
Adjusted EBITDA(1) | | $ | 12,252 | | $ | 10,036 | | $ | 13,361 | | $ | 18,882 | |
| | | | | | | | | | | | | |
Adjusted LTM EBITDA(1) | | $ | 54,531 | | | | | | | | | | |
| (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. |
11
BATTALION OIL CORPORATION
ADJUSTED EBITDA RECONCILIATION (Unaudited)
(In thousands)
| | Three Months | | Three Months | | Three Months | | Three Months | | ||||
| | Ended | | Ended | | Ended | | Ended | | ||||
| | June 30, 2025 | | March 31, 2025 | | December 31, 2024 | | September 30, 2024 | | ||||
| | | | | | | | | | | | | |
Net income (loss), as reported | | $ | 4,796 | | $ | 6,023 | | $ | (22,202) | | $ | 21,628 | |
Impact of adjusting items: | | | | | | | | | | | | | |
Interest expense | | | 7,341 | | | 7,189 | | | 6,135 | | | 6,873 | |
Depletion, depreciation and accretion | | | 13,939 | | | 13,080 | | | 14,155 | | | 12,533 | |
Asset impairment | | | — | | | — | | | 18,511 | | | — | |
Stock-based compensation | | | - | | | 48 | | | 12 | | | 5 | |
Interest income | | | (764) | | | (579) | | | (278) | | | (509) | |
Loss on extinguishment of debt | | | — | | | — | | | 7,489 | | | — | |
Unrealized (gain) loss on derivatives contracts | | | (7,248) | | | (11,828) | | | 1,648 | | | (28,091) | |
Change in fair value of embedded derivative liability | | | — | | | — | | | (761) | | | 41 | |
Merger Termination Payment | | | — | | | — | | | (10,000) | | | — | |
Non-recurring charges and other | | | 73 | | | 1,149 | | | 3,310 | | | 978 | |
Adjusted EBITDA(1) | | $ | 18,137 | | $ | 15,082 | | $ | 18,019 | | $ | 13,458 | |
| | | | | | | | | | | | | |
Adjusted LTM EBITDA(1) | | $ | 64,696 | | | | | | | | | | |
| (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. |
12