Battalion Oil Corporation (NYSE American: BATL, “Battalion” or the
“Company”) today announced financial and operating results for the
third quarter of 2024.
Key Highlights
- AGI facility online and treated 1.7
Bcf for the third quarter 2024
- Vermejo (a Monument Draw two-well
pad) has been completed and is flowing back
- Next Monument Draw pad wells
scheduled to spud prior to year-end
- Generated third quarter 2024 sales
volumes of 12,076 Boe/d
- Amended the previously announced
Merger Agreement with Fury reducing the purchase price to $7.00 per
share and requiring all of the existing preferred equity holders to
roll over 100% of their preferred equity
Management Comments
The Company concluded its current six-well
campaign ahead of planned timing and under budget on each well. The
Vermejo two-well pad in Monument Draw has been completed and is
currently flowing back with initial rates in line with Company
expectations. Capital costs continue to trend lower in the field
with latest Monument Draw wells estimated below $950/lateral foot
for drilling, completion and wellsite facilities while maintaining
completions over 2,000 lbs/ft proppant. The previously announced
Glacier and Rio pads continue to perform above the Company’s type
curve with cumulative production averaging 370 Mboe (64% oil) in
the first 280 days on Glacier and 132 Mboe (86% oil) in the first
150 days on Rio Bravo.
During the third quarter 2024, the acid gas
injection (“AGI”) facility treated approximately 18 MMcf/d average
and returned approximately 14 MMcf/d of sweet gas to the Company
for sales to its midstream partner. To date, the AGI facility has
processed more than 4.6 Bcf of sour gas and allowed the Company to
realize substantial savings compared to treating alternatives. The
Company and its JV partner continued to ramp toward full inlet
capacity, with expected savings up to $2.0 million per month in gas
treating costs.
Results of Operations
Average daily net production and total operating
revenue during the third quarter of 2024 were 12,076 Boe/d (52%
oil) and $45.3 million, respectively, as compared to production and
revenue of 12,717 Boe/d (46% oil) and $54.1 million, respectively,
during the third quarter of 2023. The decrease in revenues in the
third quarter of 2024 as compared to the third quarter of 2023 is
primarily attributable to an approximate $5.07 decrease in average
realized prices (excluding the impact of hedges) and an approximate
641 Boe/d decrease in average daily production over the periods.
Excluding the impact of hedges, Battalion realized 98.4% of the
average NYMEX oil price during the third quarter of 2024. Realized
hedge losses totaled approximately $1.2 million during the third
quarter of 2024.
Lease operating and workover expense was $11.56
per Boe in the third quarter of 2024 versus $10.13 per Boe in the
third quarter of 2023. The increase in lease operating and workover
expense per Boe year-over-year is primarily a result of an
inflationary market increase in maintenance, power, and chemical
costs as well as a decrease in average daily production. Gathering
and other expense was $11.20 per Boe in the third quarter of 2024
versus $13.26 per Boe in the third quarter of 2023. The decrease in
gathering and other expenses per Boe is primarily related to the
start-up of the AGI facility and lower treating fees associated
versus the Valkyrie (liquid redox) plant. General and
administrative expenses were $3.46 per Boe in the third quarter of
2024 compared to $2.72 per Boe in the third quarter of 2023. The
increase in general and administrative expense is primarily
attributable to an increase in audit, legal and transaction costs
associated with the potential merger with Fury Resources.
For the third quarter of 2024, the Company
reported net income available to common stockholders of $5.6
million or 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 third quarter of 2024 of $21.5 million or an
adjusted diluted net loss of $1.31 per common share (see
Reconciliation for additional information). Adjusted EBITDA during
the quarter ended September 30, 2024 was $13.5 million as compared
to $13.6 million during the quarter ended September 30, 2023 (see
Adjusted EBITDA Reconciliation table for additional
information).
Liquidity and Balance Sheet
As of September 30, 2024, the Company had $147.8
million of indebtedness outstanding and approximately $0.3 million
of letters of credit outstanding. Total liquidity on September 30,
2024, made up of cash and cash equivalents, was $29.8 million.
For further discussion on our liquidity and
balance sheet, as well as recent developments, refer to
Management’s Discussion and Analysis and Risk Factors in the
Company’s Form 10-Q.
Merger Agreement with Fury
Resources
On September 19, 2024, the Company
entered into an amendment to the previously disclosed Agreement and
Plan of Merger, dated December 14, 2023 (as amended,
the “Merger Agreement”), with Fury Resources, Inc. (“Parent”),
pursuant to which Parent has agreed to acquire all of the
outstanding shares of common stock of the Company (the “Common
Stock”) for $7.00 per share in cash, and requires that, in
connection with the consummation of the Merger Agreement, holders
of the outstanding shares of preferred stock of the Company
contribute to Parent 100% of their preferred equity of the Company
in exchange for new preferred shares of Parent.
In connection with the Merger Agreement, the
Company will hold a special meeting of stockholders on
November 19, 2024 (the “special meeting”), where Company
stockholders will be asked to vote to adopt the Merger Agreement
and approve related matters, as described in the notice of special
meeting of stockholders and proxy statement. Adoption of the Merger
Agreement requires the affirmative vote, at the special meeting or
by proxy, of holders of a majority of the outstanding shares of
Common Stock as of October 4, 2024, the record date for the
special meeting.
Important Information for Investors and
Stockholders
This communication is being made in respect of
the proposed transaction involving the Company and Fury Resources,
Inc., a Delaware corporation. In connection with the proposed
transaction, the Company intends to file, or has filed, the
relevant materials with the U.S. Securities and Exchange Commission
(“SEC”), including a proxy statement on Schedule
14A and a transaction statement on Schedule 13e-3
(the “Schedule 13e-3”). Promptly after filing
its definitive proxy statement with the SEC, the Company mailed the
definitive proxy statement and a proxy card to each stockholder of
the Company entitled to vote at the special meeting relating to the
proposed transaction. This communication is not a substitute for
the proxy statement, the Schedule 13e-3 or any other document that
the Company has or may file with the SEC or send to its
stockholders in connection with the proposed transaction. The
relevant materials filed by the Company will be made available to
the Company’s investors and stockholders at no expense to them and
copies may be obtained free of charge on the Company’s website at
www.battalionoil.com. In addition, all of those materials will be
available at no charge on the SEC’s website at www.sec.gov.
Investors and stockholders of the Company are urged to read the
proxy statement, the Schedule 13e-3 and the other relevant
materials as they become available before making any voting or
investment decision with respect to the proposed transaction
because they contain important information about the Company and
the proposed transaction.
Participants in
Solicitation
The Company and its directors, executive
officers, other members of its management and employees may be
deemed to be participants in the solicitation of proxies of the
Company stockholders in connection with the proposed transaction
under SEC rules. Investors and stockholders may obtain more
detailed information regarding the names, affiliations and
interests of the Company’s executive officers and directors in the
solicitation by reading the Company’s Annual Report on
Form 10-K, for the fiscal year ended December 31, 2023,
and the proxy statement, the Schedule 13e-3 and other relevant
materials that will be, or have been, filed with the SEC in
connection with the proposed transaction as they become available.
Information concerning the interests of the Company’s participants
in the solicitation, which may, in some cases, be different than
those of the Company’s stockholders generally, will be set forth in
the proxy statement relating to the proposed transaction and the
Schedule 13e-3, as they become available.
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, 2023, 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. SteeleChief Executive Officer & Principal
Financial Officer832-538-0300
BATTALION OIL CORPORATIONCONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)(In thousands, except per share
amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Oil, natural gas and natural gas liquids sales: |
|
|
|
|
|
|
|
|
|
|
|
|
Oil |
|
$ |
42,545 |
|
|
$ |
43,689 |
|
|
$ |
130,673 |
|
|
$ |
144,072 |
|
Natural gas |
|
|
(2,588 |
) |
|
|
3,668 |
|
|
|
(2,660 |
) |
|
|
8,628 |
|
Natural gas liquids |
|
|
5,145 |
|
|
|
6,078 |
|
|
|
15,704 |
|
|
|
18,893 |
|
Total oil, natural gas and natural gas liquids sales |
|
|
45,102 |
|
|
|
53,435 |
|
|
|
143,717 |
|
|
|
171,593 |
|
Other |
|
|
164 |
|
|
|
671 |
|
|
|
523 |
|
|
|
1,927 |
|
Total operating revenues |
|
|
45,266 |
|
|
|
54,106 |
|
|
|
144,240 |
|
|
|
173,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
|
11,602 |
|
|
|
11,152 |
|
|
|
34,193 |
|
|
|
34,208 |
|
Workover and other |
|
|
1,249 |
|
|
|
700 |
|
|
|
3,088 |
|
|
|
4,669 |
|
Taxes other than income |
|
|
2,532 |
|
|
|
3,307 |
|
|
|
8,872 |
|
|
|
9,677 |
|
Gathering and other |
|
|
12,442 |
|
|
|
15,512 |
|
|
|
41,854 |
|
|
|
48,857 |
|
General and administrative |
|
|
3,854 |
|
|
|
3,192 |
|
|
|
11,265 |
|
|
|
13,572 |
|
Depletion, depreciation and accretion |
|
|
12,533 |
|
|
|
13,426 |
|
|
|
38,771 |
|
|
|
44,287 |
|
Total operating expenses |
|
|
44,212 |
|
|
|
47,289 |
|
|
|
138,043 |
|
|
|
155,270 |
|
Income from operations |
|
|
1,054 |
|
|
|
6,817 |
|
|
|
6,197 |
|
|
|
18,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
Net gain (loss) on derivative contracts |
|
|
26,896 |
|
|
|
(53,687 |
) |
|
|
3,932 |
|
|
|
(29,741 |
) |
Interest expense and other |
|
|
(6,322 |
) |
|
|
(6,929 |
) |
|
|
(19,809 |
) |
|
|
(24,245 |
) |
Total other (expenses) income |
|
|
20,574 |
|
|
|
(60,616 |
) |
|
|
(15,877 |
) |
|
|
(53,986 |
) |
Income (loss) income before income taxes |
|
|
21,628 |
|
|
|
(53,799 |
) |
|
|
(9,680 |
) |
|
|
(35,736 |
) |
Income tax benefit (provision) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net income (loss) |
|
$ |
21,628 |
|
|
$ |
(53,799 |
) |
|
$ |
(9,680 |
) |
|
$ |
(35,736 |
) |
Preferred dividends |
|
|
(9,321 |
) |
|
|
(3,863 |
) |
|
|
(23,539 |
) |
|
|
(6,352 |
) |
Undistributed earnings allocable to preferred stockholders |
|
|
(6,732 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net income (loss) available to common
stockholders |
|
$ |
5,575 |
|
|
$ |
(57,662 |
) |
|
$ |
(33,219 |
) |
|
$ |
(42,088 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share of common stock available to
common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.34 |
|
|
$ |
(3.50 |
) |
|
$ |
(2.02 |
) |
|
$ |
(2.56 |
) |
Diluted |
|
$ |
0.34 |
|
|
$ |
(3.50 |
) |
|
$ |
(2.02 |
) |
|
$ |
(2.56 |
) |
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
16,457 |
|
|
|
16,457 |
|
|
|
16,457 |
|
|
|
16,436 |
|
Diluted |
|
|
16,523 |
|
|
|
16,457 |
|
|
|
16,457 |
|
|
|
16,436 |
|
BATTALION OIL CORPORATIONCONDENSED
CONSOLIDATED BALANCE SHEETS (Unaudited)(In
thousands, except share and per share amounts) |
|
|
|
|
|
|
|
|
|
September 30, 2024 |
|
December 31, 2023 |
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
29,834 |
|
|
$ |
57,529 |
|
Accounts receivable, net |
|
|
21,057 |
|
|
|
23,021 |
|
Assets from derivative contracts |
|
|
5,701 |
|
|
|
8,992 |
|
Restricted cash |
|
|
91 |
|
|
|
90 |
|
Prepaids and other |
|
|
890 |
|
|
|
907 |
|
Total current assets |
|
|
57,573 |
|
|
|
90,539 |
|
Oil and natural gas properties (full cost
method): |
|
|
|
|
|
|
Evaluated |
|
|
801,099 |
|
|
|
755,482 |
|
Unevaluated |
|
|
51,895 |
|
|
|
58,909 |
|
Gross oil and natural gas properties |
|
|
852,994 |
|
|
|
814,391 |
|
Less: accumulated depletion |
|
|
(483,534 |
) |
|
|
(445,975 |
) |
Net oil and natural gas properties |
|
|
369,460 |
|
|
|
368,416 |
|
Other operating property and equipment: |
|
|
|
|
|
|
Other operating property and equipment |
|
|
4,659 |
|
|
|
4,640 |
|
Less: accumulated depreciation |
|
|
(2,303 |
) |
|
|
(1,817 |
) |
Net other operating property and equipment |
|
|
2,356 |
|
|
|
2,823 |
|
Other noncurrent assets: |
|
|
|
|
|
|
Assets from derivative contracts |
|
|
7,197 |
|
|
|
4,877 |
|
Operating lease right of use assets |
|
|
604 |
|
|
|
1,027 |
|
Other assets |
|
|
20,833 |
|
|
|
17,656 |
|
Total assets |
|
$ |
458,023 |
|
|
$ |
485,338 |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
61,621 |
|
|
$ |
66,525 |
|
Liabilities from derivative contracts |
|
|
9,799 |
|
|
|
17,191 |
|
Current portion of long-term debt |
|
|
50,106 |
|
|
|
50,106 |
|
Operating lease liabilities |
|
|
522 |
|
|
|
594 |
|
Total current liabilities |
|
|
122,048 |
|
|
|
134,416 |
|
Long-term debt, net |
|
|
92,668 |
|
|
|
140,276 |
|
Other noncurrent liabilities: |
|
|
|
|
|
|
Liabilities from derivative contracts |
|
|
9,714 |
|
|
|
16,058 |
|
Asset retirement obligations |
|
|
18,868 |
|
|
|
17,458 |
|
Operating lease liabilities |
|
|
124 |
|
|
|
490 |
|
Other |
|
|
10,761 |
|
|
|
2,084 |
|
Commitments and contingencies |
|
|
|
|
|
|
Temporary equity: |
|
|
|
|
|
|
Redeemable convertible preferred stock: 138,000 shares and 98,000
shares |
|
|
168,856 |
|
|
|
106,535 |
|
of $0.0001 par value authorized, issued and outstanding as of |
|
|
|
|
|
|
September 30, 2024 and December 31, 2023, respectively |
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
Common stock: 100,000,000 shares of $0.0001 par value
authorized; |
|
|
|
|
|
|
16,456,563 shares issued and outstanding as of September 30, 2024
and |
|
|
|
|
|
|
December 31, 2023 |
|
|
2 |
|
|
|
2 |
|
Additional paid-in capital |
|
|
297,655 |
|
|
|
321,012 |
|
Accumulated deficit |
|
|
(262,673 |
) |
|
|
(252,993 |
) |
Total stockholders' equity |
|
|
34,984 |
|
|
|
68,021 |
|
Total liabilities, temporary equity and stockholders'
equity |
|
$ |
458,023 |
|
|
$ |
485,338 |
|
BATTALION OIL CORPORATIONCONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)(In thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
21,628 |
|
|
$ |
(53,799 |
) |
|
$ |
(9,680 |
) |
|
$ |
(35,736 |
) |
Adjustments to reconcile net (loss) income to net cash |
|
|
|
|
|
|
|
|
|
|
|
|
provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depletion, depreciation and accretion |
|
|
12,533 |
|
|
|
13,426 |
|
|
|
38,771 |
|
|
|
44,287 |
|
Stock-based compensation, net |
|
|
5 |
|
|
|
(686 |
) |
|
|
140 |
|
|
|
(1,231 |
) |
Unrealized loss (gain) on derivative contracts |
|
|
(28,091 |
) |
|
|
46,805 |
|
|
|
(12,764 |
) |
|
|
23,469 |
|
Amortization/accretion of financing related costs |
|
|
1,559 |
|
|
|
1,946 |
|
|
|
4,949 |
|
|
|
5,789 |
|
Accrued settlements on derivative contracts |
|
|
(1,876 |
) |
|
|
3,775 |
|
|
|
(1,102 |
) |
|
|
2,846 |
|
Change in fair value of embedded derivative liability |
|
|
42 |
|
|
|
(1,878 |
) |
|
|
(1,323 |
) |
|
|
(2,582 |
) |
Other |
|
|
98 |
|
|
|
91 |
|
|
|
278 |
|
|
|
144 |
|
Cash flows from operations before changes in working capital |
|
|
5,898 |
|
|
|
9,680 |
|
|
|
19,269 |
|
|
|
36,986 |
|
Changes in working capital |
|
|
(10,970 |
) |
|
|
(7,264 |
) |
|
|
9,400 |
|
|
|
(25,921 |
) |
Net
cash (used in) provided by operating activities |
|
|
(5,072 |
) |
|
|
2,416 |
|
|
|
28,669 |
|
|
|
11,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Oil
and natural gas capital expenditures |
|
|
(6,929 |
) |
|
|
(4,062 |
) |
|
|
(51,778 |
) |
|
|
(36,695 |
) |
Proceeds received from sale of oil and natural gas assets |
|
|
— |
|
|
|
— |
|
|
|
7,015 |
|
|
|
1,189 |
|
Acquisition of oil and natural gas properties |
|
|
— |
|
|
|
— |
|
|
|
(47 |
) |
|
|
— |
|
Contract asset |
|
|
58 |
|
|
|
(1,447 |
) |
|
|
(7,737 |
) |
|
|
(1,447 |
) |
Other operating property and equipment capital expenditures |
|
|
(2 |
) |
|
|
148 |
|
|
|
(19 |
) |
|
|
(136 |
) |
Other |
|
|
(7 |
) |
|
|
(6 |
) |
|
|
(20 |
) |
|
|
(17 |
) |
Net
cash used in investing activities |
|
|
(6,880 |
) |
|
|
(5,367 |
) |
|
|
(52,586 |
) |
|
|
(37,106 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of borrowings |
|
|
(12,530 |
) |
|
|
(10,023 |
) |
|
|
(52,383 |
) |
|
|
(25,066 |
) |
Payment of debt financing costs |
|
|
(46 |
) |
|
|
— |
|
|
|
(175 |
) |
|
|
— |
|
Proceeds from issuance of preferred stock |
|
|
(68 |
) |
|
|
37,050 |
|
|
|
38,781 |
|
|
|
61,425 |
|
Merger deposit |
|
|
— |
|
|
|
— |
|
|
|
10,000 |
|
|
|
— |
|
Other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(454 |
) |
Net
cash (used in) provided by financing activities |
|
|
(12,644 |
) |
|
|
27,027 |
|
|
|
(3,777 |
) |
|
|
35,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash, cash equivalents and restricted
cash |
|
|
(24,596 |
) |
|
|
24,076 |
|
|
|
(27,694 |
) |
|
|
9,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash at beginning of
period |
|
|
54,521 |
|
|
|
18,604 |
|
|
|
57,619 |
|
|
|
32,816 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
29,925 |
|
|
$ |
42,680 |
|
|
$ |
29,925 |
|
|
$ |
42,680 |
|
BATTALION OIL CORPORATIONSELECTED
OPERATING DATA (Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
Production volumes: |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil (MBbls) |
|
|
577 |
|
|
|
539 |
|
|
|
1,720 |
|
|
|
1,905 |
|
Natural gas (MMcf) |
|
|
1,844 |
|
|
|
2,054 |
|
|
|
5,953 |
|
|
|
6,616 |
|
Natural gas liquids (MBbls) |
|
|
227 |
|
|
|
288 |
|
|
|
751 |
|
|
|
917 |
|
Total (MBoe) |
|
|
1,111 |
|
|
|
1,170 |
|
|
|
3,463 |
|
|
|
3,925 |
|
Average daily production (Boe/d) |
|
|
12,076 |
|
|
|
12,717 |
|
|
|
12,639 |
|
|
|
14,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average prices: |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil (per Bbl) |
|
$ |
73.73 |
|
|
$ |
81.06 |
|
|
$ |
75.97 |
|
|
$ |
75.63 |
|
Natural gas (per Mcf) |
|
|
(1.40 |
) |
|
|
1.79 |
|
|
|
(0.45 |
) |
|
|
1.30 |
|
Natural gas liquids (per Bbl) |
|
|
22.67 |
|
|
|
21.10 |
|
|
|
20.91 |
|
|
|
20.60 |
|
Total per Boe |
|
|
40.60 |
|
|
|
45.67 |
|
|
|
41.50 |
|
|
|
43.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash effect of derivative contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil (per Bbl) |
|
$ |
(10.21 |
) |
|
$ |
(14.96 |
) |
|
$ |
(12.20 |
) |
|
$ |
(7.04 |
) |
Natural gas (per Mcf) |
|
|
2.55 |
|
|
|
0.57 |
|
|
|
2.04 |
|
|
|
1.08 |
|
Natural gas liquids (per Bbl) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total per Boe |
|
|
(1.08 |
) |
|
|
(5.88 |
) |
|
|
(2.55 |
) |
|
|
(1.60 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Average prices computed after cash effect of settlement of
derivative contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil (per Bbl) |
|
$ |
63.52 |
|
|
$ |
66.10 |
|
|
$ |
63.77 |
|
|
$ |
68.59 |
|
Natural gas (per Mcf) |
|
|
1.15 |
|
|
|
2.36 |
|
|
|
1.59 |
|
|
|
2.38 |
|
Natural gas liquids (per Bbl) |
|
|
22.67 |
|
|
|
21.10 |
|
|
|
20.91 |
|
|
|
20.60 |
|
Total per Boe |
|
|
39.52 |
|
|
|
39.79 |
|
|
|
38.95 |
|
|
|
42.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average cost per Boe: |
|
|
|
|
|
|
|
|
|
|
|
|
Production: |
|
|
|
|
|
|
|
|
|
|
|
|
Lease operating |
|
$ |
10.44 |
|
|
$ |
9.53 |
|
|
$ |
9.87 |
|
|
$ |
8.72 |
|
Workover and other |
|
|
1.12 |
|
|
|
0.60 |
|
|
|
0.89 |
|
|
|
1.19 |
|
Taxes other than income |
|
|
2.28 |
|
|
|
2.83 |
|
|
|
2.56 |
|
|
|
2.47 |
|
Gathering and other |
|
|
11.20 |
|
|
|
13.26 |
|
|
|
12.09 |
|
|
|
12.45 |
|
General and administrative, as adjusted (1) |
|
|
2.58 |
|
|
|
2.64 |
|
|
|
2.55 |
|
|
|
3.32 |
|
Depletion |
|
|
10.91 |
|
|
|
11.17 |
|
|
|
10.85 |
|
|
|
11.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Represents general and administrative costs per Boe, adjusted for
items noted in the reconciliation below: |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative: |
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative, as reported |
|
$ |
3.46 |
|
|
$ |
2.72 |
|
|
$ |
3.25 |
|
|
$ |
3.46 |
|
Stock-based compensation: |
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash |
|
|
— |
|
|
|
0.59 |
|
|
|
(0.04 |
) |
|
|
0.31 |
|
Non-recurring charges and other: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
(0.88 |
) |
|
|
(0.67 |
) |
|
|
(0.66 |
) |
|
|
(0.45 |
) |
General and administrative, as adjusted(2) |
|
$ |
2.58 |
|
|
$ |
2.64 |
|
|
$ |
2.55 |
|
|
$ |
3.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating costs, as reported |
|
$ |
28.50 |
|
|
$ |
28.94 |
|
|
$ |
28.66 |
|
|
$ |
28.29 |
|
Total adjusting items |
|
|
(0.88 |
) |
|
|
(0.08 |
) |
|
|
(0.70 |
) |
|
|
(0.14 |
) |
Total operating costs, as adjusted(3) |
|
$ |
27.62 |
|
|
$ |
28.86 |
|
|
$ |
27.96 |
|
|
$ |
28.15 |
|
(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 CORPORATIONRECONCILIATION
(Unaudited)(In thousands, except per share
amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
As Reported: |
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income available to common stockholders - diluted
(1) |
|
$ |
5,587 |
|
|
$ |
(57,662 |
) |
|
$ |
(33,219 |
) |
|
$ |
(42,088 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impact of Selected Items: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss (gain) on derivatives contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
Crude oil |
|
$ |
(27,037 |
) |
|
$ |
46,133 |
|
|
$ |
(10,467 |
) |
|
$ |
16,003 |
|
Natural gas |
|
|
(1,054 |
) |
|
|
672 |
|
|
|
(2,297 |
) |
|
|
7,466 |
|
Total mark-to-market non-cash charge |
|
|
(28,091 |
) |
|
|
46,805 |
|
|
|
(12,764 |
) |
|
|
23,469 |
|
Change in fair value of embedded derivative liability |
|
|
41 |
|
|
|
(1,878 |
) |
|
|
(1,323 |
) |
|
|
(2,582 |
) |
Non-recurring charges |
|
|
978 |
|
|
|
780 |
|
|
|
2,299 |
|
|
|
1,774 |
|
Selected items, before income taxes |
|
|
(27,072 |
) |
|
|
45,707 |
|
|
|
(11,788 |
) |
|
|
22,661 |
|
Income tax effect of selected items |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Selected items, net of tax |
|
|
(27,072 |
) |
|
|
45,707 |
|
|
|
(11,788 |
) |
|
|
22,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss available to common stockholders, as adjusted (2) |
|
$ |
(21,485 |
) |
|
$ |
(11,955 |
) |
|
$ |
(45,007 |
) |
|
$ |
(19,427 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per common share, as reported |
|
$ |
0.34 |
|
|
$ |
(3.50 |
) |
|
$ |
(2.02 |
) |
|
$ |
(2.56 |
) |
Impact of selected items |
|
|
(1.65 |
) |
|
|
2.77 |
|
|
|
(0.71 |
) |
|
|
1.38 |
|
Diluted net loss per common share, excluding selected items
(2)(3) |
|
$ |
(1.31 |
) |
|
$ |
(0.73 |
) |
|
$ |
(2.73 |
) |
|
$ |
(1.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating activities |
|
$ |
(5,072 |
) |
|
$ |
2,416 |
|
|
$ |
28,669 |
|
|
$ |
11,065 |
|
Changes in working capital |
|
|
10,970 |
|
|
|
7,264 |
|
|
|
(9,400 |
) |
|
|
25,921 |
|
Cash flows from operations before changes in working capital |
|
|
5,898 |
|
|
|
9,680 |
|
|
|
19,269 |
|
|
|
36,986 |
|
Cash components of selected items |
|
|
2,854 |
|
|
|
(2,995 |
) |
|
|
3,401 |
|
|
|
(1,406 |
) |
Income tax effect of selected items |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Cash flows from operations before changes in working capital,
adjusted for selected items (1) |
|
$ |
8,752 |
|
|
$ |
6,685 |
|
|
$ |
22,670 |
|
|
$ |
35,580 |
|
(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 10, Earnings Per Share in
our Form 10-Q for the quarter ended September 30, 2024.
(2) Net (loss) income per share excluding selected items and
cash flows from operations before changes in working capital
adjusted for selected items are non-GAAP measures presented based
on management's belief that they will enable a user of the
financial information to understand the impact of these items on
reported results. These financial measures are not measures of
financial performance under GAAP and should not be considered as an
alternative to net income, earnings per share and cash flows from
operations, as defined by GAAP. These financial measures may not be
comparable to similarly named non-GAAP financial measures that
other companies may use and may not be useful in comparing the
performance of those companies to Battalion's
performance.(3) The impact of selected items for the three and
nine months ended September 30, 2024 and 2023 were calculated based
upon weighted average diluted shares of 16.5 million, due to the
net (loss) income available to common stockholders, excluding
selected items.
BATTALION OIL CORPORATIONADJUSTED EBITDA
RECONCILIATION (Unaudited)(In
thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss), as reported |
|
$ |
21,628 |
|
|
$ |
(53,799 |
) |
|
$ |
(9,680 |
) |
|
$ |
(35,736 |
) |
Impact of adjusting items: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
6,873 |
|
|
|
9,219 |
|
|
|
22,874 |
|
|
|
27,594 |
|
Depletion, depreciation and accretion |
|
|
12,533 |
|
|
|
13,426 |
|
|
|
38,771 |
|
|
|
44,287 |
|
Stock-based compensation |
|
|
5 |
|
|
|
(686 |
) |
|
|
140 |
|
|
|
(1,231 |
) |
Interest income |
|
|
(509 |
) |
|
|
(293 |
) |
|
|
(1,844 |
) |
|
|
(718 |
) |
Unrealized loss (gain) on derivatives contracts |
|
|
(28,091 |
) |
|
|
46,805 |
|
|
|
(12,764 |
) |
|
|
23,469 |
|
Change in fair value of embedded derivative liability |
|
|
41 |
|
|
|
(1,878 |
) |
|
|
(1,323 |
) |
|
|
(2,582 |
) |
Non-recurring charges and other |
|
|
978 |
|
|
|
831 |
|
|
|
2,299 |
|
|
|
1,460 |
|
Adjusted EBITDA(1) |
|
$ |
13,458 |
|
|
$ |
13,625 |
|
|
$ |
38,473 |
|
|
$ |
56,543 |
|
(1) Adjusted EBITDA is a non-GAAP measure, which is
presented based on management's belief that it will enable a user
of the financial information to understand the impact of these
items on reported results. This financial measure is not a measure
of financial performance under GAAP and should not be considered as
an alternative to GAAP measures, including net (loss) income. This
financial measure may not be comparable to similarly named non-GAAP
financial measures that other companies may use and may not be
useful in comparing the performance of those companies to
Battalion's performance.
BATTALION OIL CORPORATIONADJUSTED EBITDA
RECONCILIATION (Unaudited)(In
thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Three Months |
|
Three Months |
|
Three Months |
|
|
Ended |
|
Ended |
|
Ended |
|
Ended |
|
|
September 30, 2024 |
|
June 30, 2024 |
|
March 31, 2024 |
|
December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss), as reported |
|
$ |
21,628 |
|
|
$ |
(105 |
) |
|
$ |
(31,203 |
) |
|
$ |
32,688 |
|
Impact of adjusting
items: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
6,873 |
|
|
|
7,610 |
|
|
|
8,391 |
|
|
|
8,917 |
|
Depletion, depreciation and accretion |
|
|
12,533 |
|
|
|
13,213 |
|
|
|
13,025 |
|
|
|
12,337 |
|
Stock-based compensation |
|
|
5 |
|
|
|
36 |
|
|
|
99 |
|
|
|
161 |
|
Interest income |
|
|
(509 |
) |
|
|
(634 |
) |
|
|
(701 |
) |
|
|
(525 |
) |
Unrealized loss (gain) on derivatives contracts |
|
|
(28,091 |
) |
|
|
(4,434 |
) |
|
|
19,761 |
|
|
|
(45,403 |
) |
Change in fair value of embedded derivative liability |
|
|
41 |
|
|
|
(436 |
) |
|
|
(928 |
) |
|
|
529 |
|
Non-recurring charges (credits) and other |
|
|
978 |
|
|
|
384 |
|
|
|
937 |
|
|
|
1,268 |
|
Adjusted EBITDA(1) |
|
$ |
13,458 |
|
|
$ |
15,634 |
|
|
$ |
9,381 |
|
|
$ |
9,972 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted LTM EBITDA(1) |
|
$ |
48,445 |
|
|
|
|
|
|
|
|
|
|
(1) Adjusted EBITDA is a non-GAAP measure, which is
presented based on management's belief that it will enable a user
of the financial information to understand the impact of these
items on reported results. This financial measure is not a measure
of financial performance under GAAP and should not be considered as
an alternative to GAAP measures, including net (loss) income. This
financial measure may not be comparable to similarly named non-GAAP
financial measures that other companies may use and may not be
useful in comparing the performance of those companies to
Battalion's performance.
BATTALION OIL CORPORATIONADJUSTED EBITDA
RECONCILIATION (Unaudited)(In
thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
Three Months |
|
Three Months |
|
Three Months |
|
|
Ended |
|
Ended |
|
Ended |
|
Ended |
|
|
September 30, 2023 |
|
June 30, 2023 |
|
March 31, 2023 |
|
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income, as reported |
|
$ |
(53,799 |
) |
|
$ |
(4,748 |
) |
|
$ |
22,811 |
|
|
$ |
(7,652 |
) |
Impact of adjusting items: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
9,219 |
|
|
|
9,366 |
|
|
|
9,009 |
|
|
|
9,378 |
|
Depletion, depreciation and accretion |
|
|
13,426 |
|
|
|
14,713 |
|
|
|
16,148 |
|
|
|
15,479 |
|
Stock-based compensation |
|
|
(686 |
) |
|
|
(772 |
) |
|
|
227 |
|
|
|
670 |
|
Interest income |
|
|
(293 |
) |
|
|
(234 |
) |
|
|
(191 |
) |
|
|
(227 |
) |
Unrealized loss (gain) on derivatives contracts |
|
|
46,805 |
|
|
|
(2,332 |
) |
|
|
(21,004 |
) |
|
|
3,655 |
|
Change in fair value of embedded derivative liability |
|
|
(1,878 |
) |
|
|
358 |
|
|
|
(1,062 |
) |
|
|
1,224 |
|
Non-recurring charges (credits) and other |
|
|
831 |
|
|
|
477 |
|
|
|
152 |
|
|
|
194 |
|
Adjusted EBITDA(1) |
|
$ |
13,625 |
|
|
$ |
16,828 |
|
|
$ |
26,090 |
|
|
$ |
22,721 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted LTM EBITDA(1) |
|
$ |
79,264 |
|
|
|
|
|
|
|
|
|
|
(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.
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