BATTALION OIL CORP 10-K

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Derivative Instruments and Hedging Activity We are exposed to various risks, including energy commodity price risk, such as price differentials between the NYMEX commodity price and the index price at the location where our production is sold. When oil and natural gas prices decline significantly, our ability to finance our capital budget and operations may be adversely impacted. We expect energy prices to remain volatile and unpredictable, therefore we have designed a risk management policy which provides for the use of derivative instruments to provide partial protection against declines in oil and natural gas prices by reducing the risk of price volatility and the affect it could have on our operations. The types of derivative instruments that we typically utilize include fixed-price swaps, costless collars, basis swaps and WTI NYMEX rolls. The total volumes that we hedge through the use of our derivative instruments varies from period to period, however, our requirement under our Amended Term Loan Agreement, is to hedge approximately 50% to 85% of our anticipated oil and natural gas production, in varying percentages by year, on a rolling basis for the next four years, when derivative contracts are available at terms and prices acceptable to us. Our hedge policies and objectives may change significantly as our operational profile and contractual obligations change but remain consistent with the requirements in effect under our Amended Term Loan Agreement. We do not enter into derivative contracts for speculative trading purposes. We are exposed to market risk on our open derivative contracts related to potential non-performance by our counterparties. It is our policy to enter into derivative contracts only with counterparties that are creditworthy institutions deemed by management as competitive market makers. As of December 31, 2023, we did not post collateral under any of our derivative contracts as they are secured under our Amended Term Loan Agreement. We account for our derivative activities under the provisions of ASC Topic 815, Derivatives and Hedging , (ASC 815). ASC 815 establishes accounting and reporting that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at fair value. See Item 8. Consolidated Financial Statements and Supplementary Data —Note 7, “Derivative and Hedging Activities,” for more details. 54 Table of Contents Fair Market Value of Financial Instruments The estimated fair values for financial instruments under ASC 825, Financial Instruments , (ASC 825) are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of cash, cash equivalents, restricted cash, accounts receivable and accounts payable approximates their carrying value due to their short-term nature. See Item 8. Consolidated Financial Statements and Supplementary Data —Note 7, “ Fair Value Measurements,” for additional information. Interest Rate Sensitivity We are also exposed to market risk related to adverse changes in interest rates. Our interest rate risk exposure results primarily from fluctuations in short-term rates, which are SOFR (and previously, LIBOR) based and may result in reductions of earnings or cash flows due to increases in the interest rates we pay on these obligations. At December 31, 2023, the principal amount of our debt was $200.00 million, of which substantially all bears interest at floating and variable interest rates that are tied to SOFR. Fluctuations in market interest rates will cause our annual interest costs to fluctuate. At December 31, 2023, the weighted average interest rate on our variable rate debt was 12.99% per year. If the balance of our variable interest rate debt at December 31, 2023 were to remain constant, a 10% change in market interest rates would impact our cash flows by approximately $2.6 million per year. ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ ​ ​ ​ Page Management’s report on internal control over financial reporting ​ 56 Report of independent registered public accounting firm (PCAOB ID No. 34 ) ​ 57 Consolidated statements of operations ​ 60 Consolidated balance sheets ​ 61 Consolidated statements of stockholders’ equity ​ 62 Consolidated statements of cash flows ​ 63 Notes to the consolidated financial statements ​ 64 Supplemental oil and gas information (unaudited) ​ 90 ​ ​ ​ ​ ​ 55 Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Management of Battalion Oil Corporation (the Company), including the Company’s Chief Executive Officer, is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control system was designed to provide reasonable assurance to the Company’s Management and Board of Directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this evaluation, Management concluded that Battalion Oil Corporation’s internal control over financial reporting was effective as of December 31, 2023. This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding the effectiveness of the Company’s internal control over financial reporting. Management’s report was not subject to attestation by its independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit smaller reporting companies to provide only Management’s report in this Annual Report on Form 10-K. ​ /s/ MATTHEW B. STEELE ​ Matthew B. Steele ​ ​ Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) ​ ​ ​ ​ ​ Houston, Texas ​ ​ March 29, 2024 ​ ​ ​ ​ 56 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Battalion Oil Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Battalion Oil Corporation and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ 57 Table of Contents Proved Oil and Natural Gas Property and Depletion — Oil and Natural Gas Reserve Quantities — Refer to Note 1 and 5 to the financial statements Critical Audit Matter Description The Company uses the full cost method of accounting for its investment in oil and natural gas properties. The Company’s proved oil and natural gas properties are depleted using the units of production method and are evaluated for impairment by the full cost ceiling impairment test utilizing the Company’s oil and natural gas reserves in accordance with accounting principles generally accepted in the United States and SEC guidelines. The development of the Company’s oil and natural gas reserve quantities and the related net present value of future cash flows from the related proved reserves requires management to make significant estimates and assumptions related to the future production to be obtained from proved reserves, the intent and ability to complete proved undeveloped reserves within a five-year development period as prescribed by SEC guidelines, and the future development costs associated with proved undeveloped reserves. The Company engages an independent reservoir engineering firm, management’s specialist, to estimate oil and natural gas quantities using these assumptions and engineering data. Changes in these assumptions or engineering data could have a significant impact on the amount of depletion and impairment recorded for the Company’s proved oil and natural gas properties. Given the significant judgments made by management and management’s specialist, performing audit procedures to evaluate the Company’s oil and natural gas reserve quantities and the related net cash flows, including management’s estimates and assumptions related to future proved reserves production volumes, the intent and ability to complete proved undeveloped reserves within the five-year development period, and future development costs, requires a high degree of auditor judgment and an increased extent of effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures of management’s significant judgments and assumptions related to oil and natural gas reserves quantities and estimates of the future net cash flows included the following, among others: ● We evaluated the reasonableness of management’s five-year development plan by comparing the forecasts to: - Historical conversions of proved undeveloped oil and natural gas reserves into proved developed oil and natural gas reserves. - Internal communications to management and the Board of Directors. - Prior year Reserve Reports to evaluate whether the forecasted date of development for each proved undeveloped location is within five years of the date of its original inclusion in proved reserves. - The financial ability of the Company to execute its drilling program. ● We evaluated the reasonableness of management’s estimate of future development costs by comparing the estimate to: - Historical development of similar wells, including location of the well. - Internal data and internal communications to management and the Board of Directors. - Approval for expenditures. ​ 58 Table of Contents ● We evaluated the reasonableness of management’s estimated reserve quantities by performing the following: - Evaluating the experience, qualifications and objectivity of management’s specialist, an independent reservoir engineering firm. - Performing analytical procedures on the reserve quantities developed by management’s specialist. ​ ​ ​ ​ /s/ DELOITTE & TOUCHE LLP ​ ​ ​ Houston, Texas ​ March 29, 2024 ​ ​ ​ We have served as the Company’s auditor since 2012. ​ ​ ​ 59 Table of Contents BATTALION OIL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 Operating revenues: ​ ​ ​ ​ ​ ​ Oil, natural gas and natural gas liquids sales: ​ ​ ​ ​ ​ ​ Oil ​ $ 183,634 ​ $ 267,690 Natural gas ​ ​ 11,057 ​ ​ 46,210 Natural gas liquids ​ ​ 23,814 ​ ​ 43,501 Total oil, natural gas and natural gas liquids sales ​ ​ 218,505 ​ ​ 357,401 Other ​ ​ 2,257 ​ ​ 1,663 Total operating revenues ​ ​ 220,762 ​ ​ 359,064 ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ ​ ​ ​ Production: ​ ​ ​ ​ ​ ​ Lease operating ​ ​ 44,864 ​ ​ 48,095 Workover and other ​ ​ 7,149 ​ ​ 6,683 Taxes other than income ​ ​ 11,943 ​ ​ 18,483 Gathering and other ​ ​ 63,575 ​ ​ 64,117 General and administrative ​ ​ 19,025 ​ ​ 17,635 Depletion, depreciation and accretion ​ ​ 56,624 ​ ​ 51,915 Total operating expenses ​ ​ 203,180 ​ ​ 206,928 Income from operations ​ ​ 17,582 ​ ​ 152,136 ​ ​ ​ ​ ​ ​ ​ Other income (expenses): ​ ​ ​ ​ ​ ​ Net gain (loss) on derivative contracts ​ ​ 12,689 ​ ​ ( 110,006 ) Interest expense and other ​ ​ ( 33,319 ) ​ ​ ( 23,591 ) Total other income expenses ​ ​ ( 20,630 ) ​ ​ ( 133,597 ) (Loss) income before income taxes ​ ​ ( 3,048 ) ​ ​ 18,539 Income tax benefit (provision) ​ ​ — ​ ​ — Net (loss) income ​ $ ( 3,048 ) ​ $ 18,539 Series A preferred dividends ​ ​ ( 12,047 ) ​ ​ — Net (loss) income available to common stockholders ​ $ ( 15,095 ) ​ $ 18,539 ​ ​ ​ ​ ​ ​ ​ Net (loss) income per share of common stock: ​ ​ ​ ​ ​ ​ Basic ​ $ ( 0.92 ) ​ $ 1.14 Diluted ​ $ ( 0.92 ) ​ $ 1.12 Weighted average common shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ ​ 16,441 ​ ​ 16,331 Diluted ​ ​ 16,441 ​ ​ 16,510 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 60 Table of Contents BATTALION OIL CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 57,529 ​ $ 32,726 Accounts receivable, net ​ ​ 23,021 ​ ​ 37,974 Assets from derivative contracts ​ ​ 8,992 ​ ​ 16,244 Restricted cash ​ ​ 90 ​ ​ 90 Prepaids and other ​ ​ 907 ​ ​ 1,131 Total current assets ​ ​ 90,539 ​ ​ 88,165 Oil and natural gas properties (full cost method): ​ ​ ​ ​ ​ ​ Evaluated ​ ​ 755,482 ​ ​ 713,585 Unevaluated ​ ​ 58,909 ​ ​ 62,621 Gross oil and natural gas properties ​ ​ 814,391 ​ ​ 776,206 Less - accumulated depletion ​ ​ ( 445,975 ) ​ ​ ( 390,796 ) Net oil and natural gas properties ​ ​ 368,416 ​ ​ 385,410 Other operating property and equipment: ​ ​ ​ ​ ​ ​ Other operating property and equipment ​ ​ 4,640 ​ ​ 4,434 Less - accumulated depreciation ​ ​ ( 1,817 ) ​ ​ ( 1,209 ) Net other operating property and equipment ​ ​ 2,823 ​ ​ 3,225 Other noncurrent assets: ​ ​ ​ ​ ​ ​ Assets from derivative contracts ​ ​ 4,877 ​ ​ 5,379 Operating lease right of use assets ​ ​ 1,027 ​ ​ 352 Other assets ​ ​ 17,656 ​ ​ 2,827 Total assets ​ $ 485,338 ​ $ 485,358 ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable and accrued liabilities ​ $ 66,525 ​ $ 100,095 Liabilities from derivative contracts ​ ​ 17,191 ​ ​ 29,286 Current portion of long-term debt ​ ​ 50,106 ​ ​ 35,067 Operating lease liabilities ​ ​ 594 ​ ​ 352 Asset retirement obligations ​ ​ — ​ ​ 225 Total current liabilities ​ ​ 134,416 ​ ​ 165,025 Long-term debt, net ​ ​ 140,276 ​ ​ 182,676 Other noncurrent liabilities: ​ ​ ​ ​ ​ ​ Liabilities from derivative contracts ​ ​ 16,058 ​ ​ 33,649 Asset retirement obligations ​ ​ 17,458 ​ ​ 15,244 Operating lease liabilities ​ ​ 490 ​ ​ — Other ​ ​ 2,084 ​ ​ 4,136 Commitments and contingencies (Note 10) ​ ​ ​ ​ ​ ​ Temporary equity: ​ ​ ​ ​ ​ ​ Series A redeemable convertible preferred stock: 98,000 shares of $ 0.0001 ​ ​ ​ ​ ​ ​ par value authorized, issued and outstanding as of December 31, 2023 ​ ​ 106,535 ​ ​ — Stockholders' equity: ​ ​ ​ ​ ​ ​ Common stock: 100,000,000 shares of $ 0.0001 par value authorized; ​ ​ ​ ​ ​ ​ 16,456,563 and 16,344,815 shares issued and outstanding as of ​ ​ ​ ​ ​ ​ December 31, 2023 and 2022 , respectively ​ ​ 2 ​ ​ 2 Additional paid-in capital ​ ​ 321,012 ​ ​ 334,571 Accumulated deficit ​ ​ ( 252,993 ) ​ ​ ( 249,945 ) Total stockholders' equity ​ ​ 68,021 ​ ​ 84,628 Total liabilities and stockholders' equity ​ $ 485,338 ​ $ 485,358 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 61 Table of Contents BATTALION OIL CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Retained ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Earnings ​ ​ ​ ​ ​ Common Stock ​ Paid-In ​ (Accumulated ​ Stockholders' ​ Shares Amount Capital Deficit) Equity Balances at December 31, 2021 ​ 16,274 ​ $ 2 ​ $ 332,187 ​ $ ( 268,484 ) ​ $ 63,705 Net income ​ — ​ ​ — ​ ​ — ​ ​ 18,539 ​ ​ 18,539 Long-term incentive plan vestings ​ 98 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Tax withholding on vesting of restricted stock units ​ ( 28 ) ​ ​ — ​ ​ ( 493 ) ​ ​ — ​ ​ ( 493 ) Stock-based compensation ​ 1 ​ ​ — ​ ​ 2,877 ​ ​ — ​ ​ 2,877 Balances at December 31, 2022 ​ 16,345 ​ ​ 2 ​ ​ 334,571 ​ ​ ( 249,945 ) ​ ​ 84,628 Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 3,048 ) ​ ​ ( 3,048 ) Deemed dividends for Series A preferred stock ​ — ​ ​ — ​ ​ ( 12,047 ) ​ ​ — ​ ​ ( 12,047 ) Long-term incentive plan vestings ​ 159 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Tax withholding on vesting of restricted stock units ​ ( 47 ) ​ ​ — ​ ​ ( 453 ) ​ ​ — ​ ​ ( 453 ) Stock-based compensation and other ​ — ​ ​ — ​ ​ ( 1,059 ) ​ ​ — ​ ​ ( 1,059 ) Balances at December 31, 2023 ​ 16,457 ​ $ 2 ​ $ 321,012 ​ $ ( 252,993 ) ​ $ 68,021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 62 Table of Contents BATTALION OIL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 3,048 ) ​ $ 18,539 Adjustments to reconcile net (loss) income to net cash provided by ​ ​ ​ ​ ​ ​ operating activities: ​ ​ ​ ​ ​ ​ Depletion, depreciation and accretion ​ ​ 56,624 ​ ​ 51,915 Stock-based compensation, net ​ ​ ( 1,070 ) ​ ​ 2,210 Unrealized gain on derivative contracts ​ ​ ( 21,934 ) ​ ​ ( 20,256 ) Amortization/accretion of financing related costs ​ ​ 7,615 ​ ​ 5,448 Reorganization items, net ​ ​ — ​ ​ ( 744 ) Accrued settlements on derivative contracts ​ ​ 259 ​ ​ 4,302 Change in fair value of embedded derivative liability ​ ​ ( 2,052 ) ​ ​ ( 1,819 ) Other expense (income) ​ ​ 358 ​ ​ ( 77 ) Change in assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable ​ ​ 15,658 ​ ​ 594 Prepaids and other ​ ​ 202 ​ ​ 234 Accounts payable and accrued liabilities ​ ​ ( 35,023 ) ​ ​ 18,455 Net cash provided by operating activities ​ ​ 17,589 ​ ​ 78,801 ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ Oil and natural gas capital expenditures ​ ​ ( 46,288 ) ​ ​ ( 125,465 ) Proceeds received from sales of oil and natural gas assets ​ ​ 4,929 ​ ​ 332 Other operating property and equipment capital expenditures ​ ​ ( 153 ) ​ ​ ( 1,160 ) Contract asset ​ ​ ( 10,308 ) ​ ​ — Other ​ ​ ( 25 ) ​ ​ 163 Net cash used in investing activities ​ ​ ( 51,845 ) ​ ​ ( 126,130 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ Proceeds from borrowings ​ ​ — ​ ​ 35,200 Repayments of borrowings ​ ​ ( 35,093 ) ​ ​ ( 95 ) Payment of deferred financing costs ​ ​ — ​ ​ ( 2,887 ) Proceeds from issuance of preferred stock ​ ​ 94,607 ​ ​ — Other ​ ​ ( 455 ) ​ ​ ( 432 ) Net cash provided by financing activities ​ ​ 59,059 ​ ​ 31,786 ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash, cash equivalents and restricted cash ​ ​ 24,803 ​ ​ ( 15,543 ) ​ ​ ​ ​ ​ ​ ​ Cash, cash equivalents and restricted cash at beginning of period ​ ​ 32,816 ​ ​ 48,359 Cash, cash equivalents and restricted cash at end of period ​ $ 57,619 ​ $ 32,816 ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 28,709 ​ $ 19,933 Cash paid for reorganization items ​ ​ — ​ ​ 744 ​ ​ ​ ​ ​ ​ ​ Disclosure of non-cash investing and financing activities: ​ ​ ​ ​ ​ ​ Asset retirement obligations ​ $ 1,308 ​ $ 3,692 Accrued capital expenditures ​ ​ ( 4,381 ) ​ ​ 14,883 Contract asset costs in accounts payable and accrued liabilities ​ ​ 4,753 ​ ​ — Deemed dividends on Series A preferred stock ​ ​ 12,047 ​ ​ — Accrued offering costs ​ ​ ( 119 ) ​ ​ — ​ The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 63 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT EVENTS AND ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation Battalion Oil Corporation (“Battalion” or the “Company”) is the successor reporting company to Halcón Resources Corporation (Halcón). On January 21, 2020, Battalion filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect a change of the Company’s corporate name from Halcón Resources Corporation to Battalion Oil Corporation. Battalion is an independent energy company focused on the acquisition, production, exploration and development of onshore liquids-rich oil and natural gas assets in the United States. The consolidated financial statements include the accounts of all majority-owned, controlled subsidiaries. The Company operates in one reportable segment which focuses on oil and natural gas acquisition, production, exploration and development. Allocation of capital is made across the Company’s entire portfolio without regard to operating area. All intercompany accounts and transactions have been eliminated. The Company has evaluated events and transactions through the date of issuance of this report in conjunction with the preparation of these consolidated financial statements. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the respective reporting periods. Estimates and assumptions that, in the opinion of management of the Company, are significant include oil and natural gas revenue accruals, capital and operating expense accruals, oil and natural gas reserves, depletion relating to oil and natural gas properties, asset retirement obligations, and fair value estimates. The Company bases its estimates and judgments on historical experience and on various other assumptions and information believed to be reasonable under the circumstances. Estimates and assumptions about future events and their effects cannot be predicted with certainty and, accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Actual results may differ from the estimates and assumptions used in the preparation of the Company’s consolidated financial statement and the results presented in this Annual Report on Form 10-K are not necessarily indicative of future operating results. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. These investments are carried at cost, which approximates fair value. Amounts in the consolidated balance sheets included in “ Cash and cash equivalents ” and “ Restricted cash ” reconcile to the Company’s consolidated statements of cash flows as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 57,529 ​ $ 32,726 Restricted cash ​ ​ 90 ​ ​ 90 Total cash, cash equivalents and restricted cash ​ $ 57,619 ​ $ 32,816 ​ Restricted cash consists primarily of funds to collateralize letters of credit outstanding. Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable are primarily receivables from joint interest owners and oil and natural gas purchasers. Accounts receivable are recorded at the amount due, less an allowance for doubtful accounts, when 64 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS applicable. Payment of the Company’s accounts receivable is typically received within 30-60 days. The Company’s historical credit losses have been de minimis and are expected to remain so in the future assuming no substantial changes to the business or creditworthiness of the Company’s counterparties. Oil and Natural Gas Properties The Company uses the full cost method of accounting for its investment in oil and natural gas properties as prescribed by the United States Securities and Exchange Commission (the “SEC”). Accordingly, all costs incurred in the acquisition, exploration and development of proved and unproved oil and natural gas properties, including the costs of abandoned properties, treating equipment and gathering support facilities, dry holes, geophysical costs, and annual lease rentals are capitalized. All general and administrative corporate costs unrelated to drilling activities are expensed as incurred. Sales or other dispositions of oil and natural gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded unless the ratio of cost to estimated proved reserves would significantly change. Depletion of evaluated oil and natural gas properties is computed on the units of production method based on estimated proved reserves. The net capitalized costs of evaluated oil and natural gas properties are subject to a full cost ceiling limitation in which the costs are not allowed to exceed their related estimated future net revenues discounted at 10%, net of tax considerations. To the extent capitalized costs of evaluated oil and natural gas properties, net of accumulated depletion, exceed the discounted future net revenues of proved oil and natural gas reserves, net of deferred taxes, such excess capitalized costs are charged to expense. Costs associated with unevaluated properties are excluded from the full cost pool until the Company has made a determination as to the existence of proved reserves. The Company reviews its unevaluated properties at the end of each quarter to determine whether the costs incurred should be transferred to the full cost pool and thereby subject to amortization. Investments in unevaluated oil and natural gas properties and exploration and development projects for which depletion expense is not currently recognized, and for which exploration or development activities are in progress, qualify for interest capitalization. The Company determines capitalized interest, when applicable, by multiplying the Company’s weighted-average borrowing cost on debt by the average amount of qualifying costs incurred that were excluded from the full cost pool; however, the amount of capitalized interest cannot exceed the amount of gross interest expense incurred in any given period. The Company’s accounting policy on the capitalization of interest establishes thresholds for the determination of a development project for the purpose of interest capitalization. Additionally, the Company assesses all properties classified as unevaluated property on a quarterly basis for possible impairment. The Company assesses properties on an individual basis or as a group, if properties are individually insignificant. The assessment includes consideration of the following factors, among others: intent to drill; remaining lease term; geological and geophysical evaluations; drilling results and activity; the assignment of proved reserves; and the economic viability of development if proved reserves are assigned. During any period in which these factors indicate impairment, the cumulative drilling costs incurred to date for such property and all or a portion of the associated leasehold costs are transferred to the full cost pool and are then subject to depletion and the full cost ceiling test limitation. Other Operating Property and Equipment Other operating property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the following estimated useful lives: buildings, twenty years ; automobiles and computers , three years ; computer software, fixtures, furniture and equipment , five years ; trailers, seven years ; heavy equipment, eight to ten years and leasehold improvements, lease term. Land and artwork are not depreciated. Upon disposition, the cost and accumulated depreciation are removed and any gains or losses are reflected in current operations. Maintenance and repair costs are charged to operating expense as incurred. Material expenditures which increase the life or productive capacity of an asset are capitalized and depreciated over the estimated remaining useful life of the asset. 65 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company reviews its other operating property and equipment for impairment in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment (ASC 360). ASC 360 requires the Company to evaluate other operating property and equipment for impairment as events occur or circumstances change that would more likely than not reduce the fair value below the carrying amount. If the carrying amount is not recoverable from its undiscounted cash flows, then the Company would recognize an impairment loss for the difference between the carrying amount and the current fair value. Further, the Company evaluates the remaining useful lives of its other operating property and equipment at each reporting period to determine whether events and circumstances warrant a revision to the remaining depreciation periods. Concentrations of Credit Risk The Company’s primary concentrations of credit risk are the risks of uncollectible accounts receivable and of nonperformance by two counterparties under the Company’s derivative contracts. Each reporting period, the Company assesses the recoverability of material receivables using historical data, current market conditions and reasonable and supportable forecasts of future economic conditions to determine expected collectability of its material receivables. The Company’s accounts receivable are primarily receivables from joint interest owners and oil and natural gas purchasers. The purchasers of the Company’s oil and natural gas production consist primarily of independent marketers, major oil and natural gas companies and gas pipeline companies. Historically, the Company has not experienced any significant losses from uncollectible accounts from its oil and natural gas purchasers. In 2023, two individual purchasers of the Company’s production, Western Refining Company L.P. and Sunoco Inc., each accounted for more than 10 % of total sales, collectively representing 79 % of its total sales for the year. In 2022, three individual purchasers of the Company’s production, Western Refining Company L.P., Sunoco Inc. and Targa Resources Inc., each accounted for more than 10 % of total sales, collectively representing 82 % of its total sales for the year. The Company operates a substantial portion of its oil and natural gas properties. As the operator of a property, the Company makes full payments for costs associated with the property and seeks reimbursement from the other working interest owners in the property for their share of those costs. The Company’s joint interest partners consist primarily of independent oil and natural gas producers. Joint operating agreements govern the operations of an oil or natural gas well and, in most instances, provide for offsetting of amounts payable or receivable between the Company and its joint interest owners. If the oil and natural gas exploration and production industry in general was adversely affected, the ability of the Company’s joint interest partners to reimburse the Company could be adversely affected. The Company’s exposure to credit risk under its derivative contracts is varied among major financial institutions with investment grade credit ratings, where it has master netting agreements which provide for offsetting of amounts payable or receivable between the Company and the counterparty. To manage counterparty risk associated with derivative contracts, the Company selects and monitors counterparties based on an assessment of their financial strength and/or credit ratings. At December 31, 2023, the Company’s derivative counterparties include two major financial institutions, both of which are secured lenders under the Amended Term Loan Agreement. Risk Management Activities From time to time, in accordance with the Company’s policy, it may hedge a portion of its forecasted oil and natural gas production. The Company recognized all derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value. The Company has elected to not designate any of its positions for hedge accounting. Accordingly, the Company records the net change in the mark-to-market valuation of these positions, as well as payments and receipts on settled contracts, in “Net gain (loss) on derivative contracts” on the consolidated statements of operations. 66 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Income Taxes The Company accounts for income taxes using the asset and liability method wherein deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company classifies all deferred tax assets and liabilities, along with any related valuation allowance, as noncurrent on the consolidated balance sheets. The evaluation of a tax position in accordance with ASC Topic 740, Income Taxes (“ASC 740”) is a two-step process. The first step is a recognition process to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more likely than not recognition threshold, it is presumed that the position will be examined by the appropriate taxing authority with full knowledge of all relevant information. The second step is a measurement process whereby a tax position that meets the more likely than not recognition threshold is calculated to determine the amount of benefit/expense to recognize in the consolidated financial statements. The tax position is measured at the largest amount of benefit/expense that is more likely than not of being realized upon ultimate settlement. Asset Retirement Obligations The Company records asset retirement obligations (“AROs”) to reflect the Company’s legal obligations related to future plugging and abandonment of its oil and natural gas wells, treating equipment and gathering support facilities. The Company estimates the expected cash flows associated with the obligation and discounts the amounts using a credit-adjusted, risk-free interest rate. At least annually, the Company reassesses the obligation to determine whether a change in the estimated obligation is necessary. The Company evaluates whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should these indicators suggest the estimated obligation may have materially changed on an interim basis (quarterly), the Company will accordingly update its assessment. Additional retirement obligations increase the liability associated with new oil and natural gas wells, treating equipment and gathering support facilities as these obligations are incurred. The Company records the ARO liability on the consolidated balance sheets and capitalizes the cost in “Oil and natural gas properties” during the period in which the obligation is incurred. The Company records the accretion of its ARO liabilities in “Depletion, depreciation and accretion” expense in the consolidated statements of operations. The additional capitalized costs are depreciated on a unit-of-production basis. Recently Issued Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), in response to the risk of cessation of the London Interbank Offered Rate (“LIBOR”). This amendment provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging arrangements, and other transactions that reference LIBOR. On December 21, 2022, the FASB issued ASU No. 2022-06, “ Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ” (“ASU 2022-06”). ASU 2022-06 defers the sunset date from December 31, 2022, to December 31, 2024. As of the date of this filing, neither ASU 2020-04 nor ASU 2022-06 had a material impact on the Company’s operating results, financial position or disclosures. 67 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In the first quarter of 2023, the Company early adopted the FASB’s ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) . The update simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and limiting the number of embedded conversion features separately recognized from the primary contract. The guidance also includes targeted improvements to the disclosures for convertible instruments and earnings per share. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires an entity, even one with only one reportable segment, to disclose significant segment expenses and other segment items on an annual and interim basis, and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires an entity to disclose the title and position of the chief operating decision maker. ASU 2023-07 does not change how an entity identifies its operating segments, aggregates them or applies the quantitative thresholds to determine its reportable segments. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. Entities should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact of adopting ASU 2023-07 and we expect limited impact on our disclosures with no impact to our consolidated financial statements upon adoption. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which focuses on the income tax rate reconciliation and income taxes paid. ASU 2023-09 requires an entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories, with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign, and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in ASU 2023-09 prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. We are currently evaluating the impact of adopting ASU 2023-09 but do not expect it to have a material impact on our disclosures, with no impact to our results of operations, cash flows, or financial condition. 2. MERGER AGREEMENT Agreement and Plan of Merger On December 14, 2023, the Company entered into an Agreement and Plan of Merger, as amended (the “Merger Agreement”) with Fury Resources, Inc., a Delaware corporation (“Parent”) and San Jacinto Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a direct, wholly owned subsidiary of Parent. The Merger Agreement provides, that upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent. Subject to the terms and conditions set forth in the Merger Agreement, each of the Company’s issued and outstanding shares of Common Stock, par value $ 0.0001 per share (“Common Stock”) shall be converted into the right to receive $ 9.80 in cash, without interest, which represents a total transaction value of approximately $ 450.0 million, and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist; and each outstanding share of redeemable convertible preferred stock will be contributed to Parent in exchange for new preferred shares of Parent , or sold to Parent for cash, in each case at a valuation based on the conversion or redemption value of such preferred stock. 68 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS On January 24, 2024, Parent and the Company agreed to cause an amount equal to $ 10.0 million to be distributed from the escrow account to the Company. The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of certain customary closing conditions, including, among other things: (a) the absence of any law or order of any Governmental Authority having jurisdiction over a party to the Merger Agreement prohibiting or making illegal the consummation of the Merger, and (b) the adoption of the Merger Agreement by a majority vote of the issued and outstanding shares of Company Common Stock. ​ 3. LEASES The Company leases equipment and office space pursuant to operating leases. The Company determines if an arrangement is or contains a lease at inception and combines lease and nonlease components, when fixed, for all lease contracts. Nonlease components include common area maintenance charges on office leases and, when applicable, services associated with equipment leases. Operating leases with a lease term greater than 12 months where the Company is the lessee are included in “Operating lease right of use assets” and “Operating lease liabilities” on the consolidated balance sheets and recorded based on the present value of the future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. The Company does not recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less, but rather recognizes the lease payments associated with its short-term leases when incurred. Payments due under the lease contracts include fixed payments plus, in some instances, variable payments. Variable lease payments, if applicable, associated with the Company’s leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments, when applicable, are presented as “Gathering and other” or “General and administrative” in the consolidated statements of operations in the same line item as the expense arising from the fixed lease payments on the operating leases. 69 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The “Operating lease right of use assets” outstanding on the consolidated balance sheet as of December 31, 2023 have initial lease terms of 1.9 years and 2.7 years and the “Operating lease right of use assets” as of December 31, 2022 have initial lease terms of 2.3 years. The table below summarizes the Company’s leases for the periods indicated (in thousands, except years and discount rate): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ 2023 2022 Lease cost ​ ​ ​ ​ ​ ​ ​ Operating lease costs ​ $ 601 ​ $ 391 ​ Short-term lease costs ​ ​ 2,536 ​ ​ 7,972 ​ Total lease costs ​ $ 3,137 ​ $ 8,363 ​ ​ ​ ​ ​ ​ ​ ​ ​ Other information ​ ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ 604 ​ $ 391 ​ Weighted-average remaining lease term - operating leases ​ ​ 1.8 years ​ 0.9 years Weighted-average discount rate - operating leases ​ ​ 12.32 % ​ 4.29 % ​ Future minimum lease payments associated with the Company’s non-cancellable operating leases for office space and equipment as of December 31, 2023, are presented in the table below (in thousands): ​ ​ ​ ​ ​ ​ December 31, 2023 2024 ​ $ 688 2025 ​ ​ 430 2026 ​ ​ 86 Total operating lease payments ​ ​ 1,204 Less: discount to present value ​ ​ ( 120 ) Total operating lease liabilities ​ ​ 1,084 Less: current operating lease liabilities ​ ​ 594 Noncurrent operating lease liabilities ​ $ 490 ​ ​ 4. OPERATING REVENUES Substantially all of the Company’s oil, natural gas, and NGL revenues are derived from the Delaware Basin in Pecos, Reeves, Ward and Winkler Counties, Texas. Revenue is presented disaggregated in the statement of operations by major product, and depicts how the nature, timing, and uncertainty of revenue and cash flows are affected by economic factors in the Company’s single basin operations. Revenue is recognized when the following five steps are completed: (1) identify the contract with the customer, (2) identify the performance obligation (promise) in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, (5) recognize revenue when the reporting organization satisfies a performance obligation. Revenues from the sale of crude oil, natural gas and natural gas liquids are recognized, at a point in time, when a performance obligation is satisfied by the transfer of control of each unit (e.g. barrel of oil, Mcf of gas) of commodity to the customer. Revenue is measured based on contract consideration allocated to each unit of commodity and excludes amounts collected on behalf of third parties. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by the Company from a customer are excluded from revenue. Since the Company’s performance obligations have been satisfied and an unconditional right to consideration exists as of the balance sheet date, the Company recognized amounts due from contracts with customers of $ 19.8 million and $ 34.0 million as of December 31, 2023 and 2022, respectively, as “Accounts receivable, net” on the consolidated 70 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS balance sheets. The Company utilizes the practical expedient exempting the disclosure of the transaction price of unsatisfied performance obligations for (i) contracts with an original expected duration of one year or less and (ii) contracts where variable consideration is allocated entirely to a wholly unsatisfied performance obligation (each unit of product typically represents a separate performance obligation, and therefore, future volumes under the Company’s long-term contracts are wholly unsatisfied). The Company records revenue in the month its production is delivered to the purchaser. However, to the extent settlement statements and/or payments are not available, the Company is required to estimate the amount of production delivered to the purchaser and the price that will be received for the sale of the product. The Company records any differences, which historically have not been significant, between the actual amounts ultimately received and the original estimates in the period they become finalized. Oil Sales The Company recognizes revenue when control of the crude oil transfers at the delivery point at the net price received. Generally, this occurs when the Company (i) sells its crude oil production at the wellhead where control of the crude oil transfers to the customer at an index price, averaged over the daily settlement prices for a production month, and adjusted for pricing differentials and other deduction or (ii) when delivered to the customer at a contractual delivery point at which the customer takes custody, title and risk of loss of the product. The Company receives a specified index price from the customer, averaged over the daily settlement prices for a production month, and net of applicable market-related adjustments. Settlement statements for the Company’s crude oil production are typically received within the month following the date of production and therefore the amount of production delivered to the customer and the price that will be received for that production are known at the time the revenue is recorded. Natural Gas and NGL Sales The Company evaluates its natural gas gathering and processing arrangements in place with midstream companies to determine when control of the natural gas is transferred. Under contracts where it is determined that control of the natural gas transfers at the wellhead, any fees incurred to gather or process the unprocessed natural gas are treated as a reduction of the sales price of unprocessed natural gas, and therefore revenues from such transactions are presented on a net basis. Under contracts where it is determined that control of the natural gas transfers at the tailgate of the midstream entity’s processing plant, revenues are presented on a gross basis for amounts expected to be received from the midstream company or third party purchasers through the gathering and treating process and presented as “Natural gas” or “Natural gas liquids” and any fees incurred to gather or process the natural gas are presented separately as “Gathering and other” on the consolidated statements of operations. Under certain contracts, the Company may elect to take its residue gas and/or natural gas liquids in-kind at the tailgate of the midstream entity’s processing plant. The Company then sells the products to a customer at contractual delivery points at prices based on an index. In these instances, revenues are presented on a gross basis and any fees incurred to gather, process or transport the commodities are presented separately as “ Gathering and other ” on the consolidated statements of operations. The majority of the Company’s natural gas and NGLs prices are based on daily average pricing for the month. Settlement statements for the Company’s natural gas and NGLs production are typically received 30 days after the date of production and therefore the Company estimates the amount of production delivered to the customer and the price that will be received for that production. Historically, differences between the Company’s estimates and the actual revenue received have not been material. ​ 71 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. OIL AND NATURAL GAS PROPERTIES Oil and natural gas properties as of December 31, 2023 and 2022 consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ ​ ​ ​ ​ ​ ​ Subject to depletion ​ $ 755,482 ​ $ 713,585 Not subject to depletion: ​ ​ ​ ​ ​ ​ Other capital costs: ​ ​ ​ ​ ​ Incurred in 2023 ​ ​ 31 ​ ​ — Incurred in 2022 ​ ​ 1,427 ​ ​ 1,427 Incurred in 2021 and prior (1) ​ ​ 57,451 ​ ​ 61,194 Total not subject to depletion ​ ​ 58,909 ​ ​ 62,621 Gross oil and natural gas properties ​ ​ 814,391 ​ ​ 776,206 Less accumulated depletion ​ ​ ( 445,975 ) ​ ​ ( 390,796 ) Net oil and natural gas properties ​ $ 368,416 ​ $ 385,410 (1) In 2019, with the adoption of fresh-start accounting, the Company’s unevaluated properties were recorded at fair value. The Company uses the full cost method of accounting for its investment in oil and natural gas properties. Under this method of accounting, all costs of acquisition, exploration and development of oil and natural gas reserves (including such costs as leasehold acquisition costs, geological expenditures, treating equipment and gathering support facilities costs, dry hole costs, tangible and intangible development costs and direct internal costs) are capitalized as the cost of oil and natural gas properties when incurred. Depletion for oil and natural gas properties is calculated using the unit of production method, which depletes the capitalized costs of evaluated properties plus future development costs based on the ratio of production for the current period to total reserve volumes of evaluated properties as of the beginning of the period. Depletion expense was $ 55.2 million and $ 51.0 million for the year ended December 31, 2023 and 2022, respectively. Depletion expense is recorded in “Depletion, depreciation and accretion” in the Company’s consolidated statements of operations. The net capitalized costs of evaluated oil and natural gas properties are subject to a full cost ceiling limitation in which the costs are not allowed to exceed their related estimated future net revenues discounted at 10 %, net of tax considerations. To the extent capitalized costs of evaluated oil and natural gas properties, net of accumulated depletion, exceed the discounted future net revenues of proved oil and natural gas reserves, net of deferred taxes, such excess capitalized costs are charged to expense. The ceiling test value of the Company’s reserves was calculated based on the following prices: ​ ​ ​ ​ ​ ​ ​ ​ ​ West Texas Intermediate (per barrel) (1) Henry Hub (per MMBtu) (1) December 31, 2023 ​ $ 78.21 ​ $ 2.64 December 31, 2022 ​ ​ 94.14 ​ $ 6.36 (1) Unweighted average of the first day of the 12-months ended spot price, adjusted by lease or field for quality, transportation fees, and regional price differentials. The Company's net book value of oil and natural gas properties for both 2023 and 2022 did not exceed the ceiling amount. Changes in commodity prices, production rates, levels of reserves, future development costs, transfers of 72 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS unevaluated properties to the full cost pool, capital spending, and other factors will determine the Company’s ceiling test calculation and impairment analyses in future periods. 6. DEBT As of December 31, 2023 and 2022, the Company’s debt consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Term loan credit facility ​ $ 200,000 ​ $ 235,000 Other ​ ​ 215 ​ ​ 190 Total debt (Face Value) ​ ​ 200,215 ​ ​ 235,190 Less: ​ ​ ​ ​ ​ ​ Current Portion of Long-Term Debt (1) ​ ​ ( 50,106 ) ​ ​ ( 35,067 ) Other (2) ​ ​ ( 9,833 ) ​ ​ ( 17,447 ) Long-Term Debt, net ​ $ 140,276 ​ $ 182,676 (1) Amounts primarily reflect payments due of $ 50.0 million and $ 35.0 million under the Amended Term Loan Agreement due within one year as of December 31, 2023 and December 31, 2022, respectively. (2) Amounts primarily reflect unamortized debt issuance costs of approximately $ 6.9 million and $ 13.0 million at December 31, 2023 and December 31, 2022, respectively, but also include an unamortized debt discount associated with an embedded derivative separately presented and further described in Note 7. “Fair Value Measurements”. For the years ended December 31, 2023 and 2022, we recorded approximately $ 7.6 million and $ 5.4 million, respectively, in interest expense reflecting the amortization/accretion of these amounts. Term Loan Credit Facility ​ On November 24, 2021, the Company and its wholly owned subsidiary, Halcón Holdings, LLC (Borrower) entered into an Amended and Restated Senior Secured Credit Agreement (Term Loan Agreement) with Macquarie Bank Limited, as administrative agent, and certain other financial institutions party thereto, as lenders. The Term Loan Agreement amended and restated in its entirety the senior secured revolving credit agreement, as amended, (the Senior Credit Agreement) entered into in 2019. ​ On November 14, 2022, the Company paid approximately $ 2.4 million and entered into a further Amended Credit Agreement (the “Amended Term Loan Agreement”) with its lenders which modified certain provisions of its original Term Loan Agreement. The Amended Term Loan Agreement also contains certain financial covenants (as defined in the Amended Term Loan Agreement), including the maintenance of the following ratios: ​ ● Asset Coverage Ratio of not less than 1.80 to 1.00 as of December 31, 2023 and the last day of each fiscal quarter thereafter; ● Total Net Leverage Ratio of not greater than 2.50 to 1.00 as of December 31, 2023 and each fiscal quarter thereafter, and ​ ● Current Ratio of not less than 1.00 to 1.00, determined as of the last day of any fiscal quarter period, as of December 31, 2023 and each fiscal quarter thereafter. As of December 31, 2023, the Company was in compliance with the financial covenants under the Amended Term Loan Agreement. 73 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company may elect, at its option, to prepay any borrowings outstanding under the Amended Term Loan Agreement subject to the following prepayment premiums: ​ ​ ​ ​ ​ Period (after applicable borrowing date (1) ) ​ ​ Premium Months 0 - 12 ​ ​ Make-whole amount equal to 12 months of interest plus 2.00 % Months 13 - 24 ​ ​ 2.00 % Months 25 - 36 ​ ​ 1.00 % Months 37 - 48 ​ ​ 0.00 % ​ (1) Applicable borrowing dates are November 2021 for the original $ 200.0 million borrowed and April and November 2022 for the $ 20.0 million and $ 15.0 million in delayed borrowings, respectively. The Company’s prepayment premiums would differ from those noted in the table above if a change of control results in prepayment within the second anniversary of the amendment date, as a 2 % payment premium will apply. ​ As of December 31, 2023, the Company had $ 200.0 million of indebtedness outstanding and approximately $ 0.3 million of letters of credit outstanding under the Amended Term Loan Agreement. An additional $ 4.7 million is available for the issuance of letters of credit. The Company has a variable interest rate on its borrowings based on SOFR plus an applicable margin of 7.5 % . The weighted average interest rate on the Company’s borrowings for the year ended December 31, 2023 was approximately 12.68 %. The maturity date of the Amended Term Loan Agreement is November 24, 2025 . ​ The Company may be required to make mandatory prepayments under the Amended Term Loan Agreement in connection with the incurrence of non-permitted debt, certain asset sales, or with excess cash on hand in excess of certain maximum levels beginning in 2023. For each fiscal quarter after January 1, 2023, the Company is required to make mandatory prepayments when the Consolidated Cash Balance, as defined in the Amended Term Loan Agreement, exceeds $ 20.0 million. Until December 31, 2024, the forecasted capital expenditures for the succeeding fiscal quarter on the approved plan of development (“APOD”) wells (i.e. oil and natural gas wells located within a specified boundary as set by the Amended Term Loan Agreement) are excluded for purposes of determining the Consolidated Cash Balance. As of December 31, 2023, the Consolidated Cash Balance, as defined in the Amended Term Loan Agreement, did not exceed $ 20.0 million when considering forecasted APOD capital expenditures and cash held in unrestricted subsidiaries; therefore, no mandatory prepayment was necessary. ​ The Company is required to make scheduled remaining amortization payments in the aggregate amount of $ 85.0 million from the fiscal quarter ending March 31, 2024 through the fiscal quarter ending September 30, 2025 with $ 10.0 million due at the end of the first quarter of 2024, $ 12.5 million due at the end of each of the second and third quarters of 2024, $ 15.0 million due at the end of the fourth quarter of 2024 and the first quarter of 2025, and $ 10.0 million due at the end of each of the second and third quarters of 2025. The Company will be required to make a final payment of $ 115.0 million at maturity on November 24, 2025. Amounts outstanding under the Amended Term Loan Agreement are guaranteed by certain of the Borrower’s direct and indirect subsidiaries and secured by substantially all of the assets of the Borrower and such direct and indirect subsidiaries, and by the equity interests of the Borrower held by the Company. As part of the Amended Term Loan Agreement there are certain restrictions on the transfer of assets, including cash, to Battalion from the guarantor subsidiaries. The Amended Term Loan Agreement also contains an APOD for the Company’s Monument Draw acreage through the drilling and completion of certain wells. The Amended Term Loan Agreement contains a proved developed producing production test and an APOD economic test which the Company must maintain compliance with; otherwise, subject to any available remedies or waivers, the Company is required to immediately cease making expenditures in respect of the APOD other than any expenditures deemed necessary by the Company in respect of no more than six additional APOD wells. 74 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Amended Term Loan Agreement also contains certain events of default, including non-payment; breaches of representations and warranties; non-compliance with covenants or other agreements; cross-default to material indebtedness; judgments; change of control; and voluntary and involuntary bankruptcy. ​ In conjunction with entering into the original Term Loan Agreement in November 2021, the Company agreed to pay a premium to the lenders upon a future change of control event in which a majority of the board of directors or the Chief Executive Officer (the “CEO”) or the Principal Chief Financial Officer positions do not remain held by the same persons as before the change of control event (“Change of Control Call Option”). The premium is reduced over time through the payment of interest and certain fees. The Change of Control Call Option is accounted for as an embedded derivative not clearly and closely related to the host debt instrument. Accordingly, the Company recorded the initial fair value separately on the consolidated balance sheet within “Other noncurrent liabilities” and records changes in the fair value of the embedded derivative each reporting period in “Interest expense and other” on the consolidated statements of operations. Refer to Note 7, “ Fair Value Measurements ,” for a discussion of the valuation approach used, the significant inputs to the valuation, and for a reconciliation of the change in fair value of the Change of Control Call Option. ​ Debt Maturities Aggregate maturities required on debt at December 31, 2023 due in future years are as follows (in thousands): ​ ​ ​ ​ ​ 2024 $ 50,106 2025 ​ ​ 150,096 2026 ​ ​ 13 Total ​ $ 200,215 ​ ​ 7. FAIR VALUE MEASUREMENTS The Company’s determination of fair value incorporates not only the credit standing of the counterparties involved in transactions with the Company resulting in receivables on the Company’s consolidated balance sheets, but also the impact of the Company’s nonperformance risk on its own liabilities. Fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company separates the fair value of its financial instruments using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy assigns the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 measurements are inputs that are observable for assets or liabilities, either directly or indirectly, other than quoted prices included within Level 1. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. There were no transfers between fair value hierarchy levels for any period presented. The following tables set forth by level within the fair value hierarchy the Company’s financial assets and 75 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS liabilities associated with commodity-based derivative contracts that were accounted for at fair value as of December 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets from commodity-based derivative contracts ​ $ — ​ $ 13,869 ​ $ — ​ $ 13,869 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities from commodity-based derivative contracts ​ $ — ​ $ 33,249 ​ $ — ​ $ 33,249 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Level 1 Level 2 Level 3 Total Assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets from commodity-based derivative contracts ​ $ — ​ $ 21,623 ​ $ — ​ $ 21,623 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities from commodity-based derivative contracts ​ $ — ​ $ 62,935 ​ $ — ​ $ 62,935 ​ Derivative contracts listed above as Level 2 include fixed-price swaps, collars, puts, calls, basis swaps and WTI NYMEX rolls that are carried at fair value. The Company records the net change in the fair value of these positions in “Net gain (loss) on derivative contracts” in the Company’s consolidated statements of operations. The Level 2 observable data includes the forward curves for commodity prices based on quoted market prices and implied volatility factors related to changes in the forward curves. See Note 8, “Derivative and Hedging Activities,” for additional discussion of derivatives. The Company’s derivative contracts are with major financial institutions with investment grade credit ratings which are believed to have minimal credit risk. As such, the Company is exposed to credit risk to the extent of nonperformance by the counterparties in the derivative contracts; however, the Company does not anticipate such nonperformance. As discussed in Note 6, “Debt,” the Company recorded the fair value of the Change of Control Call Option separately on the consolidated balance sheets in “Other noncurrent liabilities.” The fair value of the Change of Control Call Option is subsequently remeasured each reporting period with fair values changes recorded in “ Interest expense and other” on the consolidated statement of operations. The valuation of the Change of Control Call Option includes significant inputs such as the timing and probability of discrete potential exit scenarios, forward interest rate curves, and discount rates based on implied and market yields. The following table sets forth a reconciliation of the changes in fair value of the Change of Control Call Option classified as Level 3 in the fair value hierarchy (in thousands): ​ ​ ​ ​ ​ ​ ​ Change of Control ​ ​ Call Option Balance at December 31, 2022 ​ $ 4,136 Change in fair value ​ ​ ( 2,052 ) Balance at December 31, 2023 ​ $ 2,084 ​ Estimated fair value amounts have been determined at discrete points in time based on relevant market information. The estimated fair value of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximates their carrying value due to their short- term nature. The estimated fair value of borrowings under the Company’s Amended Term Loan Agreement approximate carrying value because the interest rates approximate current market rates. 76 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ​ The Company follows the provisions of the FASB’s ASC Topic 820, Fair Value Measurement for nonfinancial assets and liabilities measured at fair value on a non-recurring basis. These provisions apply to the Company’s initial recognition of AROs for which fair value is used. The ARO estimates are derived from historical costs and management’s expectation of future cost environments; and therefore, the Company has designated these liabilities as Level 3. See Note 8, “Asset Retirement Obligations,” for a reconciliation of the beginning and ending balances of the liability for the Company’s AROs. ​ 8. DERIVATIVE AND HEDGING ACTIVITIES The Company is exposed to certain risks relating to its ongoing business operations, such as commodity price risk and interest rate risk. In accordance with the Company’s policy and the requirements under the Term Loan Agreement, it generally hedges a substantial, but varying, portion of anticipated oil and natural gas production for future periods. Derivatives are carried at fair value on the consolidated balance sheets as assets or liabilities, with the changes in the fair value included in the consolidated statements of operations for the period in which the change occurs. The Company has elected not to designate any of its derivative contracts for hedge accounting. Accordingly, the Company records the net change in the mark-to-market valuation of these derivative contracts, as well as all payments and receipts on settled derivative contracts, in “Net gain (loss) on derivative contracts” on the consolidated statements of operations. The Company’s hedge policies and objectives may change significantly as its operational profile changes. The Company does not enter into derivative contracts for speculative trading purposes. It is the Company’s policy to enter into derivative contracts only with counterparties that are creditworthy financial or commodity hedging institutions deemed by management as competent and competitive market makers. As of December 31, 2023, the Company did not post collateral under any of its derivative contracts as they are secured under the Company’s Amended Term Loan Agreement. The Company’s crude oil and natural gas derivative positions at any point in time may consist of fixed-price swaps, costless put/call collars, basis swaps and WTI NYMEX rolls further described as follows: ● Fixed-price swaps are designed so that the Company receives or makes payments based on a differential between fixed and variable prices for crude oil and natural gas. ● Costless collars consist of a sold call, which establishes a maximum price the Company will receive for the volumes under contract and a purchased put that establishes a minimum price and are generally utilized less frequently by the Company than fixed-price swaps. ● Basis swaps effectively lock in a price differential between regional prices (i.e. Midland) where the product is sold and the relevant pricing index under which the oil production is hedged (i.e. Cushing). ● WTI NYMEX roll agreements account for pricing adjustments to the trade month versus the delivery month for contract pricing. 77 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the location and fair value amounts of all derivative contracts in the consolidated balance sheets as of December 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ Years Ended December 31, Balance sheet location 2023 2022 Balance sheet location 2023 2022 Current assets ​ $ 8,992 ​ $ 16,244 ​ Current liabilities ​ $ ( 17,191 ) ​ $ ( 29,286 ) Other noncurrent assets ​ ​ 4,877 ​ ​ 5,379 ​ Other noncurrent liabilities ​ ​ ( 16,058 ) ​ ​ ( 33,649 ) ​ ​ $ 13,869 ​ $ 21,623 ​ ​ ​ $ ( 33,249 ) ​ $ ( 62,935 ) ​ The following table summarizes the location and amounts of the Company’s realized and unrealized gains and losses on derivative contracts in the Company’s consolidated statements of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Location of gain or (loss) ​ ​ ​ ​ ​ ​ on derivative contracts on ​ Years Ended December 31, Type Statement of Operations 2023 2022 Commodity contracts: ​ ​ ​ ​ ​ ​ ​ ​ Unrealized gain (loss) ​ Other income (expenses) ​ $ 21,934 ​ $ 20,256 Realized gain (loss) ​ Other income (expenses) ​ ​ ( 9,245 ) ​ ​ ( 130,262 ) Total net gain (loss) ​ ​ ​ $ 12,689 ​ $ ( 110,006 ) ​ At December 31, 2023, the Company had the following open crude oil and natural gas derivative contracts: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Instrument ​ 2024 ​ 2025 ​ 2026 ​ ​ 2027 Crude oil: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed-price swap: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total volumes (Bbls) ​ ​ 1,834,924 ​ ​ 1,405,463 ​ ​ 1,016,641 ​ ​ 620,387 Weighted average price ​ $ 63.62 ​ $ 61.59 ​ $ 63.50 ​ $ 61.38 Basis swap: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total volumes (Bbls) ​ ​ 1,834,321 ​ ​ 1,430,806 ​ ​ 1,023,669 ​ ​ 682,265 Weighted average price ​ $ 0.27 ​ $ 0.24 ​ $ 0.04 ​ $ 0.44 WTI NYMEX roll: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total volumes (Bbls) ​ ​ 1,814,073 ​ ​ 1,430,806 ​ ​ 1,023,669 ​ ​ 682,265 Weighted average price ​ $ 0.27 ​ $ 0.13 ​ $ ( 0.01 ) ​ $ ( 0.02 ) Natural gas: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed-price swap: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total volumes (MMBtu) ​ ​ 4,452,855 ​ ​ 4,284,179 ​ ​ 2,357,998 ​ ​ 1,587,636 Weighted average price ​ $ 3.54 ​ $ 3.40 ​ $ 3.96 ​ $ 3.68 Two-way collar: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total volumes (MMBtu) ​ ​ 2,610,639 ​ ​ 1,651,321 ​ ​ 2,063,812 ​ ​ 1,355,000 Weighted average price (call) ​ $ 5.08 ​ $ 5.12 ​ $ 5.26 ​ $ 5.57 Weighted average price (put) ​ $ 3.67 ​ $ 3.72 ​ $ 3.70 ​ $ 3.66 Basis swap: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total volumes (MMBtu) ​ ​ 7,052,822 ​ ​ 5,834,257 ​ ​ 4,382,626 ​ ​ 2,653,497 Weighted average price ​ $ ( 0.87 ) ​ $ ( 0.68 ) ​ $ ( 0.77 ) ​ $ ( 0.71 ) ​ The Company presents the fair value of its derivative contracts at the gross amounts in the consolidated balance sheets. The following table shows the potential effects of master netting arrangements on the fair value of the Company’s derivative contracts at December 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Derivative Assets ​ Derivative Liabilities ​ ​ Years Ended December 31, ​ Years Ended December 31, Offsetting of Derivative Assets and Liabilities 2023 ​ 2022 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross Amounts - Consolidated Balance Sheet ​ $ 13,869 ​ $ 21,623 ​ $ ( 33,249 ) ​ $ ( 62,935 ) Amounts Not Offset - Consolidated Balance Sheet ​ ​ ( 13,218 ) ​ ​ ( 20,997 ) ​ ​ 13,218 ​ ​ 20,997 Net amount ​ $ 651 ​ $ 626 ​ $ ( 20,031 ) ​ $ ( 41,938 ) ​ 78 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The Company enters into an International Swap Dealers Association Master Agreement (ISDA) with each counterparty prior to a derivative contract with such counterparty. The ISDA is a standard contract that governs all derivative contracts entered into between the Company and the respective counterparty. The ISDA allows for offsetting of amounts payable or receivable between the Company and the counterparty, at the election of both parties, for transactions that occur on the same date and in the same currency. 9. ASSET RETIREMENT OBLIGATIONS The Company records an ARO on oil and natural gas properties when it can reasonably estimate the fair value of an obligation to perform site reclamation, dismantle facilities or plug and abandon costs. The Company records AROs to reflect the Company’s legal obligations related to future plugging and abandonment of its oil and natural gas wells, treating equipment and gathering support facilities. The Company recorded the following activity related to its ARO liability (inclusive of the current portion) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 2022 Asset retirement obligations at beginning of the period ​ $ 15,469 ​ $ 11,896 Accretion expense ​ ​ 793 ​ ​ 528 Liabilities incurred ​ ​ 34 ​ ​ 151 Liabilities settled/divested ​ ​ ( 112 ) ​ ​ ( 647 ) Revisions to estimate ​ ​ 1,274 ​ ​ 3,541 Asset retirement obligations at end of period ​ ​ 17,458 ​ ​ 15,469 Less: current asset retirement obligations ​ ​ — ​ ​ ( 225 ) Long-term asset retirement obligations at the end of the period ​ $ 17,458 ​ $ 15,244 ​ ​ 10. COMMITMENTS AND CONTINGENCIES Commitments As of December 31, 2023, the Company has an active drilling rig commitment of approximately $ 1.5 million that will be incurred in 2024. Termination of the active drilling rig commitment would require an early termination penalty of $ 1.3 million, which would be in lieu of paying the active drilling rig commitment of $ 1.5 million. In May 2022, the Company entered into a joint venture agreement to develop a strategic acid gas treatment and carbon sequestration facility and entered into a gas treating agreement. Once the facility is in service, the Company has a minimum volume commitment of 20,000 Mcf per day under the gas treating agreement, with certain rollover rights and start-up flexibility, for an initial term of five years from the in-service date of the facility. Under the gas treating agreement, the Company will pay a treating rate that begins at $ 1.65 /Mcf and varies based on volumes delivered to the facility. At an initial treated volume of 12,000 Mcf/d, the commitment would be approximately $ 7.3 million for the first 12 months of the agreement. For additional information on this joint venture, see Note 15, Additional Financial Information . The Company has entered into various long-term gathering, transportation and sales contracts with respect to its oil and natural gas production from the Delaware Basin in West Texas. As of December 31, 2023, the Company had in place multiple long-term crude oil and natural gas contracts in this area and the sales prices under these contracts are based on posted market rates. Under the terms of these contracts, the Company has committed a substantial portion of its production from this area for periods ranging from one to twenty years from the date of first production. 79 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Contingencies In addition to the matters described below, from time to time, the Company may be a plaintiff or defendant in a pending or threatened legal proceeding arising in the normal course of its business. While the outcome and impact of currently pending legal proceedings cannot be determined, the Company’s management and legal counsel believe that the resolution of these proceedings through settlement or adverse judgment will not have a material effect on the Company’s consolidated operating results, financial position or cash flows. Surface owners of properties in Louisiana, where the Company formerly operated, often file lawsuits or assert claims against oil and gas companies claiming that operators and working interest owners are liable for environmental damages arising from operations conducted on the leased properties. These damages are frequently measured by the cost to restore the leased properties to their original condition. Currently and in the past, the Company has been party to such matters in Louisiana. With regard to pending matters, the overall exposure is not currently determinable. The Company intends to vigorously oppose these claims. ​ 11. REDEEMABLE CONVERTIBLE PREFERRED STOCK On March 28, 2023, the Company sold, in a private placement, an aggregate of 25,000 shares of Series A Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”) to certain funds managed by Luminus Management, LLC, Oaktree Capital Management, LP, and LSP Investment Advisors, LLC, the Company’s largest three existing stockholders (collectively, the “Investors”) that represent 50 percent of its board of directors. The Company received $ 24.4 million in proceeds, net of $ 0.6 million in original issue discount. The issuance of Series A Preferred Stock was approved by the Company’s board of directors upon recommendation by a special committee of disinterested directors that was established to evaluate the proposed terms of the Series A Preferred Stock. Holders of Series A Preferred Stock will have no voting rights with respect to the shares of Series A Preferred Stock. The Series A Preferred Stock will receive annual dividends, paid either in cash at a fixed rate of 14.5 % annually or accrued at a fixed rate of 16.0 % annually (“PIK accrual”) at the option of the Company. Currently, the Company’s Amended Term Loan Agreement prohibits the payment of cash dividends. Paid-in-kind (“PIK”) dividends will be cumulative, compound and accrue quarterly in arrears and will be added to the Liquidation Preference. The Series A Preferred Stock Dividend Payment Date commenced on June 30, 2023, and the Conversion Price equaled $ 9.03 , which may be adjusted from time to time. On September 6, 2023, the Company sold, in a private placement, an aggregate of 38,000 shares of Series A-1 Redeemable Convertible Preferred Stock (the “Series A-1 Preferred Stock”) to the Investors. The Company received $ 37.1 million in proceeds, net of $ 0.9 million in original issue discount. The issuance of Series A-1 Preferred Stock was approved by the Company’s board of directors upon recommendation by a special committee of disinterested directors that was established to evaluate the proposed terms of the Series A-1 Preferred Stock. Holders of Series A-1 Preferred Stock will have no voting rights with respect to the shares of Series A-1 Preferred Stock. The Series A-1 Preferred Stock will receive annual dividends, paid either in cash at a fixed rate of 14.5 % annually or accrued at a fixed PIK accrual rate of 16.0 % annually at the option of the Company. Currently, the Company’s Amended Term Loan Agreement prohibits the payment of cash dividends. PIK dividends will be cumulative, compound and accrue quarterly in arrears and will be added to the Liquidation Preference. The Series A-1 Preferred Stock Dividend Payment Date commenced on September 30, 2023, and the Conversion Price equaled $ 7.63 , which may be adjusted from time to time. On December 15, 2023, the Company sold, in a private placement, an aggregate of 35,000 shares of Series A-2 Redeemable Convertible Preferred Stock (the “Series A-2 Preferred Stock”) to the Investors. The Company received $ 34.1 million in proceeds, net of $ 0.9 million in original issue discount. The issuance of Series A-2 Preferred Stock was approved by the Company’s board of directors upon recommendation by a special committee of disinterested directors that was established to evaluate the proposed terms of the Series A-2 Preferred Stock. Holders of Series A-2 Preferred Stock will have no voting rights with respect to the shares of Series A-2 Preferred Stock. The Series A-2 Preferred Stock 80 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS will receive annual dividends, paid either in cash at a fixed rate of 14.5 % annually or accrued at a fixed PIK accrual rate of 16.0 % annually at the option of the Company. Currently, the Company’s Amended Term Loan Agreement prohibits the payment of cash dividends. PIK dividends will be cumulative, compound and accrue quarterly in arrears and will be added to the Liquidation Preference. The Series A-2 Preferred Stock Dividend Payment Date commenced on December 31, 2023, and the Conversion Price equaled $ 6.21 , which may be adjusted from time to time. For accounting purposes, upon issuance of the preferred stock on March 28, 2023, September 6, 2023 and December 15, 2023 (collectively, the “Redeemable Convertible Preferred Stock”), the Company recorded $ 23.5 million ($ 25.0 million net of original issue discount and accrued offering costs), $ 36.9 million ($ 38.0 million net of original issue discount and accrued offering costs) and $ 34.0 million ($ 35.0 million net of original issue discount and accrued offering costs), respectively, as mezzanine equity (temporary equity) on the consolidated balance sheets because it is not mandatorily redeemable but does contain a redemption feature at the option of the preferred holders that is considered not solely within the Company’s control. Due to the redeemable nature of the preferred stock, as further discussed below, at March 31, 2023, September 30, 2023 and December 31, 2023, the Company recorded non-cash deemed dividends of approximately $ 1.5 million, $ 1.1 million and $ 1.0 million, respectively, to increase the carrying value of the preferred stock to its redemption amounts of approximately $ 25.0 million, $ 38.0 million and $ 35.0 million, respectively. For year ended December 31, 2023, the Company paid-in-kind its dividend on the preferred stock of $ 8.5 million. As of December 31, 2023, the carrying value of the preferred stock, inclusive of PIK dividends, is approximately $ 106.5 million. Voting Rights. Holders of shares of the Redeemable Convertible Preferred Stock have no voting rights with respect to the shares of Redeemable Convertible Preferred Stock. Dividends. Holders of Redeemable Convertible Preferred Stock are entitled to receive cumulative dividends at a fixed rate of 14.5 % per annum on the Liquidation Preference ($ 1,000 per share, or $ 98.0 million, increased for any PIK accruals), compounding and accruing quarterly in arrears. Dividends may be paid in cash or, if not declared and paid in cash, the amount of any such dividend shall automatically accrue at a fixed rate of 16.0 % per annum on the Liquidation Preference and be added to the Liquidation Preference (a “PIK Accrual”). Currently, the Company’s Amended Term Loan Agreement prohibits the payment of cash dividends. Additionally, while the Company has not declared or paid dividends on its common stock since its inception, holders of preferred stock will be entitled to participate in any dividends or permitted distributions to holders of common stock on an as-converted basis should they occur. Conversion Features. In addition to the conversion rights noted in “ Redemption Features (Change of Control) ” below, holders of Redeemable Convertible Preferred Stock may convert their shares into common stock at the Conversion Ratio equal to the then applicable Liquidation Preference at the time of conversion divided by the then applicable Conversion Price (initially equal to an 18 % premium to the volume weighted average price of common stock for the 20 trading days immediately preceding the closing date). Additionally, the Company has the right, at its option, to convert outstanding shares of Redeemable Convertible Preferred Stock into common stock at the Conversion Ratio should the Company meet certain calculated valuation metrics which when divided by the number of outstanding shares of common stock equals or exceeds 130 % of the Conversion Price. Redemption Features (Issuer). The Company has the option to redeem the preferred stock in cash for an amount per share of Preferred Stock equal to (the “Redemption Price”): ​ ● at any time prior to 120 days following the closing date, 100 % of the Liquidation Preference at such time; ● at any time on or after 120 days following the closing date but prior to the 180 days following the closing date, 102 % of the Liquidation Preference at such time; ● at any time on or after 180 days following the closing date but on or prior to the first anniversary of the closing date, 105 % of the Liquidation Preference at such time; 81 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ● at any time after the first anniversary of the closing date but on or prior to the second anniversary of the closing date, 108 % of the Liquidation Preference at such time; and ● at any time after the second anniversary of the closing date, 120 % of the Liquidation Preference at such time. Redemption Features (Change of Control) . In the event of a change of control, holders have the right to receive: ● at any time on or prior to 150 days following the issuance date, and at the election of the Company, a cash payment equal to the Liquidation Preference or equity consideration equal to the 107.5 % of the Liquidation Preference, or ● at any time after the one hundred fiftieth ( 150 th) day following the issuance date, the Company shall offer each Holder a cash payment equal to the Redemption Price. Holders shall also have the ability to elect conversion into common stock at the Conversion Ratio. Until (i) a termination of or certain amendments to the Amended Term Loan Agreement or (ii) one year past the maturity date of the Amended Term Loan Agreement, an election of the cash payment option by holders in a change of control scenario is not permitted. ​ 12. STOCKHOLDERS’ EQUITY Common Stock On October 8, 2019, upon emergence from chapter 11 bankruptcy, Battalion filed an amended and restated certificate of incorporation with the Delaware Secretary of State to provide for, among other things, (i) the total number of shares of all classes of capital stock that Battalion has the authority to issue is 101,000,000 of which 100,000,000 shares are common stock, par value $ 0.0001 per share and 1,000,000 shares are preferred stock, par value $ 0.0001 per share and (ii) a restriction on Battalion from issuing any non-voting equity securities in violation of Section 1123(a)(6) of chapter 11 of title 11 of the United States Code. In addition, pursuant to the Company’s certificate of incorporation, effective at the 2021 annual meeting of stockholders, the board ceased to be divided into two classes, and the provision for the right of removal of any directors designated as a Group II director by an increased voting threshold from a majority to 85 % of the shares then entitled to vote at an election of directors shares expired. Incentive Plans The Company’s board of directors adopted the 2020 Long-Term Incentive Plan (the “Plan”), as amended in 2021, in which an aggregate of approximately 1.8 million shares of the Company’s common stock were available for grant pursuant to awards under the Plan. As of December 31, 2023, a maximum of 1.1 million shares of the Company’s common stock remained reserved for issuance under the Plan. For the years ended December 31, 2023 and 2022, the Company recognized a benefit of $ 1.1 million and expense of $ 2.2 million, respectively, related to stock-based compensation awards granted to employees and directors, primarily related to restricted stock unit grants. The benefit recognized in the twelve months ended December 31, 2023 is due to forfeitures of stock options and restricted stock related to the departure of certain executives and employees. Stock-based compensation is recorded as a component of “General and administrative” on the consolidated statements of operations. Restricted Stock Units From time to time, the Company grants shares of restricted stock units (“RSUs”) under the Plan to employees of the Company. Under the Plan, employee RSUs will vest and convert to shares typically in equal amounts over a three or four year vesting period from the date of the grant, depending on award, or when the performance or market conditions described below occur. At December 31, 2023 and 2022, the Company had $ 0.3 million and $ 2.6 million, respectively of 82 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS unrecognized compensation expense related to non-vested RSU awards to be recognized over a weighted average period of 0.3 years and 1 year, respectively. ​ The following table sets forth the restricted stock unit transactions for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Shares Weighted Average Grant Date Fair Value Per Share Aggregate Intrinsic Value (1) (In thousands) Unvested outstanding shares at December 31, 2021 ​ 775,515 ​ $ 9.16 ​ $ 2,914 Granted ​ 225,700 ​ ​ 13.75 ​ ​ ​ Vested ​ ( 98,121 ) ​ ​ 11.40 ​ ​ ​ Forfeited ​ ( 13,700 ) ​ ​ 12.20 ​ ​ ​ Unvested outstanding shares at December 31, 2022 ​ 889,394 ​ $ 10.03 ​ $ 3,993 Granted ​ 30,000 ​ ​ 10.68 ​ ​ ​ Vested ​ ( 158,845 ) ​ ​ 12.48 ​ ​ ​ Forfeited ​ ( 509,013 ) ​ ​ 9.04 ​ ​ ​ Unvested outstanding shares at December 31, 2023 ​ 251,536 ​ $ 10.56 ​ $ 1,141 (1) The intrinsic value of restricted stock was calculated as the closing market price on December 31, 2023 and 2022 of the underlying stock multiplied by the number of restricted shares that would be issuable. The total fair value of shares vested was $ 1.5 million for the year ended December 31, 2023. The discussion below outlines the vesting conditions and fair values for each type of the Company’s approximately 0.3 million unvested outstanding RSU under the Plan issued to employees of the Company as of December 31, 2023. ● Time-Based RSUs . 0.1 million Time-Based RSUs will vest over a three or four year vesting period from the date of the grant, depending on award . The aggregate grant date fair value of these RSUs was $ 1.6 million. ​ ● Performance-Based RSUs . Less than 0.1 million Performance-Based RSUs will vest in full only upon achievement of certain business combination goals, as defined in the awards agreements. The aggregate grant date fair value of these RSUs was $ 0.5 million. As of December 31, 2023, no expense had been recognized for these awards as a business combination, as defined in the award agreements, had not been consummated. ​ ● Market-Based (e.g. TSR) RSUs . 0.1 million Market-Based RSUs will vest in full or in part or may terminate based on the Company’s total shareholder return (“TSR”) relative to the total shareholder return of certain of its peer companies as defined in the awards agreements over the performance period ending on February 20, 2024. The aggregate grant date fair value of these RSUs was $ 0.6 million. ​ The assumptions used in calculating the Monte Carlo valuation model fair value of the Company’s RSUs with market based (e.g. TSR) vesting conditions granted in 2020 are set forth in the following table: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, 2020 ​ Weighted average value per performance based RSUs granted during the period ​ $ 6.13 ​ Assumptions: ​ ​ ​ ​ Stock price volatility (1) ​ ​ 51.79 % Risk free rate of return ​ ​ 1.22 % 83 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Expected term ​ ​ 3.9 years (1) Due to the Company’s limited historical data, expected volatility was estimated using volatilities of peer entities as defined in the award agreements whose share prices and assumptions were publicly available. ​ Stock Options From time to time, the Company has granted stock options under the Plan covering shares of common stock to employees of the Company. The Company has not granted stock options since 2020. Stock options, if exercised, are settled through the payment of the exercise price in exchange for new shares of stock underlying the option. Awards granted under the Plan typically vest over a four-year period at a rate of one -fourth on the annual anniversary date of the grant and expire seven years from the date of grant. At December 31, 2023, the Company had 132,822 options outstanding ( three equal tranches of 44,274 options at exercise prices of $ 18.91 , $ 28.23 , and $ 37.83 per share) with a weighted average exercise price of $ 28.32 /share. As of December 31, 2023 and 2022, no options were either exercisable nor had intrinsic value due to service performance conditions and/or based on the exercise price of the option exceeding the closing market price. The weighted average remaining contractual life at December 31, 2023 was approximately 3.1 years. Approximately less than $ 0.1 million of unrecognized compensation expense remains related to non-vested stock-options to be recognized over a weighted-average period of 0.1 years. The assumptions used in calculating the Black-Scholes-Merton valuation model fair value of the Company’s stock options granted in 2020 are set forth in the following table: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2020 Weighted average value per option granted during the period ​ $ 3.36 ​ Assumptions: ​ ​ ​ ​ Stock price volatility (1) ​ ​ 61.87 % Risk free rate of return ​ ​ 1.21 % Expected term ​ ​ 4.75 years (1) Due to the Company’s limited historical data, expected volatility was estimated using volatilities of similar entities whose share or option prices and assumptions were publicly available. ​ Warrants On October 8, 2019, pursuant to the Company’s plan of reorganization, approximately 6.9 million Series A, Series B and Series C warrants were issued to pre-emergence holders of the predecessor Company’s common stock with corresponding initial exercise prices ranging from $ 40.17 to $ 60.45 per share, on a pro rata basis. Each series of Warrants issued under the Warrant Agreement had a three-year term, which expired on October 8, 2022 . 84 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13. INCOME TAXES Income tax benefit (provision) for the indicated periods is comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 Current: ​ ​ ​ ​ ​ ​ Federal ​ $ — ​ $ — State ​ ​ — ​ ​ — ​ ​ ​ — ​ ​ — Deferred: ​ ​ ​ ​ ​ ​ Federal ​ ​ — ​ ​ — State ​ ​ — ​ ​ — ​ ​ ​ — ​ ​ — Total income tax benefit (provision) ​ $ — ​ $ — ​ The actual income tax benefit (provision) differs from the expected income tax benefit (provision) as computed by applying the United States federal corporate income tax rate of 21 % for the periods indicated below, as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 Expected tax benefit (provision) ​ $ 640 ​ $ ( 3,893 ) Change in valuation allowance and related items ​ ​ ( 15 ) ​ ​ 6,689 Attribute reduction ​ ​ — ​ ​ ( 2,704 ) Permanent adjustments ​ ​ ( 2 ) ​ ​ ( 5 ) Employee retention credit ​ ​ — ​ ​ — Non-deductible compensation ​ ​ ( 95 ) ​ ​ ( 56 ) Preferred equity transaction costs ​ ​ — ​ ​ — Merger transaction costs ​ ​ ( 541 ) ​ ​ — Other ​ ​ 13 ​ ​ ( 31 ) Total income tax benefit (provision) ​ $ — ​ $ — ​ 85 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The components of net deferred income tax assets (liabilities) recognized are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Deferred noncurrent income tax assets: ​ ​ ​ ​ ​ ​ Net operating loss carry-forwards ​ $ 172,654 ​ $ 151,905 Built in loss adjustment Section 382 ​ ​ 693 ​ ​ 693 Capital loss carryforward ​ ​ 114,725 ​ ​ 114,725 Stock-based compensation expense ​ ​ 1,693 ​ ​ 2,334 Asset retirement obligations ​ ​ 3,666 ​ ​ 2,558 Book-tax differences in property basis ​ ​ 106,045 ​ ​ 129,427 Unrealized hedging transactions ​ ​ 4,070 ​ ​ 8,676 Disallowed interest Section 163(j) ​ ​ 20,712 ​ ​ 14,905 Embedded derivative liability ​ ​ 437 ​ ​ 459 Operating lease liability ​ ​ 228 ​ ​ 74 GAAP amortization - discount on MOIC derivative ​ ​ — ​ ​ — Amortization of debt issuance costs ​ ​ 323 ​ ​ — Other ​ ​ 874 ​ ​ 874 Gross deferred noncurrent income tax assets ​ ​ 426,120 ​ ​ 426,630 Valuation allowance ​ ​ ( 425,019 ) ​ ​ ( 425,005 ) Deferred noncurrent income tax assets ​ $ 1,101 ​ $ 1,625 ​ ​ ​ ​ ​ ​ ​ Deferred noncurrent income tax liabilities: ​ ​ ​ ​ ​ ​ Basis difference in debt ​ $ ( 615 ) ​ $ ( 885 ) Investment in unconsolidated subsidiary ​ ​ ( 270 ) ​ ​ ( 580 ) Amortization of debt issuance costs ​ ​ — ​ ​ ( 86 ) Lease right of use ​ ​ ( 216 ) ​ ​ ( 74 ) Deferred noncurrent income tax liabilities ​ $ ( 1,101 ) ​ $ ( 1,625 ) Net noncurrent deferred income tax assets (liabilities) ​ $ — ​ $ — ​ The amount of U.S. consolidated Net Operating Losses (NOLs) available as of December 31, 2023 after attribute reduction is estimated to be approximately $ 1.3 billion, but the amount after attribute reduction and the Section 382 limitation is $ 822.2 million. Of this amount, $ 92.6 million is subject to the 20 year carryforward period and will expire in 2037. The remaining $ 729.5 million may be carried forward indefinitely but is in part subject to a Section 382 limitation. The Company assesses the recoverability of its deferred tax assets each period by considering whether it is more likely than not that all or a portion of the deferred tax assets will not be realized. The Company considers all available evidence (both positive and negative) in determining whether a valuation allowance is required. The Company evaluated possible sources of taxable income that may be available to realize the benefit of deferred tax assets, including projected future taxable income, the reversal of existing temporary differences, taxable income in carryback years and available tax planning strategies in making this assessment. As a result of the Company’s analysis, it was concluded that as of December 31, 2023, a valuation allowance should continue to be applied against the Company’s net deferred tax asset. The Company recorded a valuation allowance as of December 31, 2023 of $ 425.0 million, a decrease of less than $ 0.1 million from December 31, 2022. The Company will continue to monitor facts and circumstances in the reassessment of the likelihood that operating loss carryforwards, credits and other deferred tax assets will be utilized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of income tax positions taken or expected to be taken in an income tax return. For those benefits to be recognized, an income tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company has no unrecognized tax benefits for the year ended December 31, 2023 and 2022. Accordingly, there is 86 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS no amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate and there is no amount of interest or penalties currently recognized in the consolidated statements of operations in “Interest expense and other” or consolidated balance sheets as of December 31, 2023 and 2022. In addition, the Company does not believe that there are any positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months. Tax audits may be ongoing at any point in time. Tax liabilities are recorded based on estimates of additional taxes which may be due upon the conclusion of these audits. Estimates of these tax liabilities are made based upon prior experience and are updated for changes in facts and circumstances. However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of audits may result in liabilities which could be materially different from these estimates. Generally, the Company’s income tax years 2019 through 2023 remain open for federal purposes and are subject to examination by Federal tax authorities. The Company's income tax returns are also subject to audit by the tax authorities in Louisiana, Mississippi, North Dakota, Oklahoma, Texas, Pennsylvania, Ohio and certain other state taxing jurisdictions where the Company has, or previously had, operations. In certain jurisdictions the Company operates through more than one legal entity, each of which may have different open years subject to examination. The open years for state purposes can vary from the normal three year statue expiration period for federal purposes. ​ 14. EARNINGS PER SHARE The following represents the calculation of earnings (loss) per share (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 Basic: ​ ​ ​ ​ ​ ​ Net (loss) income ​ $ ( 3,048 ) ​ $ 18,539 Less: Preferred stock dividend ​ ​ ( 12,047 ) ​ ​ — Less: Undistributed earnings allocable to preferred stockholders ​ ​ — ​ ​ — Net (loss) income available to common stockholders ​ $ ( 15,095 ) ​ $ 18,539 Weighted average basic number of common shares outstanding basic ​ ​ 16,441 ​ ​ 16,331 Basic net (loss) income per share of common stock ​ $ ( 0.92 ) ​ $ 1.14 ​ ​ ​ ​ ​ ​ ​ Diluted: ​ ​ ​ ​ ​ ​ Net (loss) income available to common stockholders basic ​ $ ( 15,095 ) ​ $ 18,539 Reallocation of undistributed earnings ​ ​ — ​ ​ — Net (loss) income available to common stockholders diluted ​ $ ( 15,095 ) ​ $ 18,539 Weighted average basic number of common shares outstanding ​ ​ 16,441 ​ ​ 16,331 Common stock equivalent shares representing shares issuable upon: ​ ​ ​ ​ ​ ​ Exercise of warrants and stock options ​ ​ Anti-dilutive ​ ​ Anti-dilutive Vesting of restricted stock units ​ ​ Anti-dilutive ​ ​ 179 Weighted average diluted number of common shares outstanding diluted ​ ​ 16,441 ​ ​ 16,510 Diluted net income (loss) per share of common stock ​ $ ( 0.92 ) ​ $ 1.12 ​ For the year ended December 31, 2023, common stock equivalents, including stock options and certain restricted stock units, totaling 0.5 million weighted-average shares were anti-dilutive and not included in the computation of diluted earnings per share of common stock. For the year ended December 31, 2022, common stock equivalents, including warrants, stock options and restricted stock units, totaling 5.8 million shares were not included in the 87 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS computation of diluted earnings per share of common stock because the effect would have been anti-dilutive due to the Company’s net loss in the period. Additionally, the Company also has approximately 0.1 million restricted stock units that vest only upon achievement of certain business combination goals or based on the Company’s TSR as further described in Note 12, “ Stockholder’s Equity” . On October 8, 2022 approximately 6.9 million warrants expired which previously gave the holder the right to purchase one share of common stock for each warrant. 15. ADDITIONAL FINANCIAL STATEMENT INFORMATION Certain balance sheet amounts are comprised of the following (in thousands) for the periods presents: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Accounts receivable, net: ​ ​ ​ ​ ​ ​ Oil, natural gas and natural gas liquids revenues ​ $ 19,802 ​ $ 33,980 Joint interest accounts ​ ​ 2,138 ​ ​ 3,201 Other ​ ​ 1,081 ​ ​ 793 ​ ​ $ 23,021 ​ $ 37,974 Prepaids and other: ​ ​ ​ ​ ​ ​ Prepaids ​ $ 490 ​ $ 715 Funds in escrow ​ ​ 345 ​ ​ 341 Other ​ ​ 72 ​ ​ 75 ​ ​ $ 907 ​ $ 1,131 Other assets (Non-current): ​ ​ ​ ​ ​ ​ Investment in unconsolidated affiliate ​ $ 1,283 ​ $ 1,561 Contract asset ​ ​ 15,062 ​ ​ — Funds in escrow ​ ​ 552 ​ ​ 527 Other ​ ​ 759 ​ ​ 739 ​ ​ $ 17,656 ​ $ 2,827 Accounts payable and accrued liabilities: ​ ​ ​ ​ ​ ​ Trade payables ​ $ 24,915 ​ $ 42,919 Accrued oil and natural gas capital costs ​ ​ 15,337 ​ ​ 19,911 Revenues and royalties payable ​ ​ 18,986 ​ ​ 26,759 Accrued interest expense ​ ​ 347 ​ ​ 160 Accrued employee compensation ​ ​ 520 ​ ​ 2,300 Accrued lease operating expenses ​ ​ 6,418 ​ ​ 8,005 Other ​ ​ 2 ​ ​ 41 ​ ​ $ 66,525 ​ $ 100,095 ​ Investment in Unconsolidated Affiliate . In May 2022, the Company entered into a joint venture with Caracara Services, LLC (“Caracara”) to develop an acid gas treatment facility to remove hydrogen sulfide and carbon dioxide from its produced natural gas. Caracara provided the initial capital for the construction of the treatment facility. The Company contributed certain full cost pool assets to the related party joint venture in a non-cash exchange for a retained 5 % equity interest in Wink Amine Treater, LLC (“WAT”) (previously Brazos Amine Treater, LLC (“BAT”)), an unconsolidated subsidiary. For accounting purposes, since the Company does not control the key activities (e.g. operating and maintaining the facility) which most significantly impact economic performance nor does the Company have the obligation to absorb losses or the right to receive benefits that could potentially be significant, the Company is not the primary beneficiary of WAT. Accordingly, the Company accounts for its investment in WAT (a related party) using the equity method of accounting based on its ability to exercise significant influence , but not control, over the key activities of the joint venture. For more information related to this joint venture, see Note 10, “ Commitments and Contingencies ”. 88 Table of Contents BATTALION OIL CORPORATION NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Contract Asset. During 2023, the Company advanced a capital contribution of approximately $ 15.1 million on behalf of its joint venture partner in WAT to fund a workover operation on the AGI well. Pursuant to the terms of the agreement governing the joint venture, the Company has multiple remedies to recover such advance, including (1) declaring such payment a loan, which pursuant to the agreement would have an interest rate of the lessor of 15 % or the maximum rate permitted by law, (2) recoupment from distributions from the joint venture and (3) reallocation of equity of the joint venture based on the relative level of total capital contributions by the parties after taking into account the advance. The Company advanced additional capital contributions on behalf of its joint venture partner during the first quarter of 2024 of approximately $ 3.0 million to fund WAT with the necessary capital required to complete the sidetrack of the AGI well. ​ ​ 16. SUBSEQUENT EVENTS On March 27, 2024, the Company sold, in a private placement, an aggregate of 20,000 shares of Series A-3 Redeemable Convertible Preferred Stock (the “Series A-3 Preferred Stock”) to the Investors. The Company received $ 19.5 million in proceeds, net of $ 0.5 million in original issue discount. The issuance of Series A-3 Preferred Stock was approved by the Company’s board of directors upon recommendation by a special committee of disinterested directors that was established to evaluate the proposed terms of the Series A-3 Preferred Stock. Holders of Series A-3 Preferred Stock will have no voting rights with respect to the shares of Series A-3 Preferred Stock. The Series A-3 Preferred Stock will receive annual dividends, paid either in cash at a fixed rate of 14.5 % annually or accrued at a fixed PIK accrual rate of 16.0 % annually at the option of the Company. Currently, the Company’s Amended Term Loan Agreement prohibits the payment of cash dividends. PIK dividends will be cumulative, compound and accrue quarterly in arrears and will be added to the Liquidation Preference. The Series A-3 Preferred Stock Dividend Payment Date will commence on March 31, 2024, and the Conversion Price equaled $ 6.83 , which may be adjusted from time to time. On March 28, 2024, the Company entered into the Third Amendment to the Amended Term Loan Agreement (the “Third Amendment”) with its lenders. The Third Amendment, amended the Amended Term Loan Agreement to, among other things, (a) amend the APOD for certain properties, (b) remove the PDP Production Test and APOD Economic Test (each defined in the Term Loan Agreement), (c) require the Borrower to receive cash proceeds from equity issuances and/or cash contributions in an aggregate amount of not less than $ 38.0 million during the period from Amendment Effective Date through March 31, 2024 (the “Specified Additional Equity Capital”), which such Specified Additional Equity Capital shall be excluded from the calculation of Consolidated Cash Balance (as defined in the Term Loan Agreement), and (d) make amendments to certain other affirmative covenants in connection with the foregoing. ​ ​ ​ ​ ​ 89 Table of Contents SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED) Oil and Natural Gas Reserves Users of this information should be aware that the process of estimating quantities of “proved” and “proved developed” oil and natural gas reserves is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. As a result, revisions to existing reserve estimates may occur from time to time. Although every reasonable effort is made to ensure reserve estimates reported represent the most accurate assessments possible, the subjective decisions and variances in available data for various reservoirs make these estimates generally less precise than other estimates included in the financial statement disclosures. The reserves information in this Annual Report on Form 10-K represents only estimates. Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. As a result, estimates of different engineers may vary. In addition, results of drilling, testing and production subsequent to the date of an estimate may lead to revising the original estimate. Accordingly, initial reserve estimates are often different from the quantities of oil and natural gas that are ultimately recovered. The meaningfulness of such estimates depends primarily on the accuracy of the assumptions upon which they were based. Except to the extent the Company acquires additional properties containing proved reserves or conducts successful exploration and development activities or both, the Company’s proved reserves will decline as reserves are produced. Proved reserves represent estimated quantities of natural gas, crude oil and condensate and natural gas liquids that geological and engineering data demonstrate, with reasonable certainty, to be recoverable in future years from known reservoirs under economic and operating conditions in effect when the estimates were made. Proved developed reserves are proved reserves expected to be recovered through wells and equipment in place and under operating methods used when the estimates were made. The proved reserves estimates reported herein for the years ended December 31, 2023 and 2022 have been independently evaluated by Netherland, Sewell & Associates, Inc. (“NSAI”), our independent reserve engineering firm. For additional information regarding estimates of proved reserves and other information about our oil and gas reserves, see Item 1. Business and the report of NSAI which is included as an Exhibit to this Annual Report on Form 10-K. The following tables illustrate changes in the Company’s estimated net proved developed and proved undeveloped reserves for the periods indicated. The oil and natural gas liquids prices as of December 31, 2023 and 2022 are based on the respective 12-month unweighted average of the first of the month prices of the West Texas Intermediate spot price which equates to $78.21 per barrel and $94.14 per barrel, respectively. The natural gas prices as of December 31, 2023 and 2022 are based on the respective 12-month unweighted average of the first of the month prices of the Henry Hub spot price which equates to $2.64 per MMBtu and $6.36 per MMBtu, respectively. All prices are adjusted by lease or 90 Table of Contents field for energy content, transportation fees, and market differentials. All prices are held constant in accordance with SEC guidelines. All proved reserves are located in the United States. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Proved Reserves ​ ​ ​ ​ ​ ​ Natural Gas ​ ​ ​ ​ ​ ​ Natural Gas ​ Liquids ​ Equivalent ​ Oil (MBbls) (MMcf) (MBbls) (MBoe) Proved reserves, December 31, 2021 ​ 58,732 ​ 124,965 ​ 16,320 ​ 95,880 Extensions and discoveries ​ 2,339 ​ 18,714 ​ 1,560 ​ 7,018 Production ​ (2,834) ​ (9,336) ​ (1,245) ​ (5,635) Sale of minerals in place ​ (32) ​ (17) ​ (4) ​ (39) Revision of previous estimates (1) ​ (8,183) ​ 9,358 ​ 1,420 ​ (5,204) Proved reserves, December 31, 2022 ​ 50,022 ​ 143,684 ​ 18,051 ​ 92,020 Extensions and discoveries ​ 3 ​ 6 ​ 1 ​ 5 Production ​ (2,415) ​ (8,718) ​ (1,163) ​ (5,031) Revision of previous estimates (2) ​ (12,988) ​ (23,223) ​ (2,029) ​ (18,887) Proved reserves, December 31, 2023 ​ 34,622 ​ 111,749 ​ 14,860 ​ 68,107 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equivalent (Mboe) ​ ​ Proved ​ Proved ​ ​ ​ ​ Developed ​ Undeveloped ​ Total Proved ​ Reserves Reserves Reserves Proved reserves, December 31, 2021 ​ 42,410 ​ 53,470 ​ 95,880 Extensions and discoveries ​ 2 ​ 7,016 ​ 7,018 Production ​ (5,635) ​ — ​ (5,635) Sale of minerals in place ​ (39) ​ — ​ (39) Transfers ​ 8,314 ​ (8,314) ​ (0) Revision of previous estimates (1) ​ 1,250 ​ (6,454) ​ (5,204) Proved reserves, December 31, 2022 ​ 46,302 ​ 45,718 ​ 92,020 Extensions and discoveries ​ 5 ​ — ​ 5 Production ​ (5,031) ​ — ​ (5,031) Transfers ​ 2,434 ​ (2,434) ​ — Revision of previous estimates (2) ​ (3,581) ​ (15,306) ​ (18,887) Proved reserves, December 31, 2023 ​ 40,129 ​ 27,978 ​ 68,107 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proved Developed Reserves ​ ​ ​ ​ ​ ​ Natural Gas ​ ​ ​ ​ ​ ​ Natural Gas ​ Liquids ​ Equivalent ​ Oil (MBbls) (MMcf) (MBbls) (MBoe) December 31, 2023 ​ 18,626 ​ 71,051 ​ 9,661 ​ 40,129 December 31, 2022 ​ 22,501 ​ 81,636 ​ 10,195 ​ 46,302 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Proved Undeveloped Reserves ​ ​ ​ ​ ​ ​ Natural Gas ​ ​ ​ ​ ​ ​ Natural Gas ​ Liquids ​ Equivalent ​ Oil (MBbls) (MMcf) (MBbls) (MBoe) December 31, 2023 ​ 15,996 ​ 40,698 ​ 5,199 ​ 27,978 December 31, 2022 ​ 27,521 ​ 62,048 ​ 7,856 ​ 45,718 ​ (1) Downward revisions for 2022 of 6.4 MMBoe were primarily due to increased capital and operating costs. (2) Includes downward revisions of 13.0 MMBoe for the removal of PUDs during 2023 due to decreased activity associated with managing cash flow, servicing debt and financial covenants and ongoing work to recapitalize the business. 91 Table of Contents ​ Year Ended December 31, 2023 At December 31, 2023, the Company’s proved developed reserves of 40.1 MMBoe decreased approximately 6.2 MMBoe from December 31, 2022 primarily as a result of negative revisions of 3.6 MMBoe and production of 5.0 MMBoe offset by PUD reserve development of 2.4 MMBoe. At December 31, 2023, the Company’s estimated proved undeveloped (PUD) reserves of 27.9 MMBoe decreased approximately 17.7 MMBoe from December 31, 2022 as a result of the transfer of 2.4 MMBoe to proved developed producing reserves and downward revisions of 15.3 MMBoe due primarily to the removal of 13.0 MMBoe of PUDs due to decreased activity associated with managing cash flow, servicing debt and financial covenants, and ongoing work to recapitalize the business coupled with a downward revision of 2.3 MMBoe due to decreased SEC prices. All of the Company’s PUD reserves are planned to be developed within five years from the date they were initially recorded. During 2023, approximately $33.0 million in capital expenditures went toward the development of proved undeveloped reserves, which includes drilling, completion and other facility costs. ​ Year Ended December 31, 2022 ​ At December 31, 2022, the Company’s proved developed reserves of 46.3 MMBoe increased approximately 3.9 MMBoe from December 31, 2021 as a result of PUD reserve development of 8.3 MMBoe and positive revisions of 1.2 MMBoe, offset by production of 5.6 MMBoe. At December 31, 2022, the Company’s estimated PUD reserves of 45.7 MMBoe decreased approximately 7.8 MMBoe from December 31, 2021. The transfer of 8.3 MMBoe to proved developed producing reserves and downward revisions of 6.4 MMBoe due primarily to increased capital and operating costs were offset by additions and extensions of 7.0 MMBoe in the Delaware Basin primarily associated with infill drilling activity. All of the Company’s PUD reserves are planned to be developed within five years from the date they were initially recorded. During 2022, approximately $119.8 million in capital expenditures went toward the development of proved undeveloped reserves, which includes drilling, completion and other facility costs. For wells classified as proved developed producing where sufficient production history existed, reserves were based on individual well performance evaluation and production decline curve extrapolation techniques. For undeveloped locations and wells that lacked sufficient production history, reserves were based on analogy to producing wells within the same area exhibiting similar geologic and reservoir characteristics, combined with volumetric methods. The volumetric estimates were based on geologic maps and rock and fluid properties derived from well logs, core data, pressure measurements, and fluid samples. Well spacing was determined from drainage patterns derived from a combination of performance-based recoveries and volumetric estimates for each area or field. PUD locations were limited to areas of uniformly high quality reservoir properties, between existing commercial producers. Reliable technologies were used to determine areas where PUD locations are more than one offset location away from a producing well. These technologies include seismic data, wire line openhole log data, core data, log cross-sections, performance data, and statistical analysis. In such areas, these data demonstrated consistent, continuous reservoir characteristics in addition to significant quantities of economic EURs from individual producing wells. The Company relied only on production flow tests and historical production data, along with the reliable geologic data mentioned above to estimate proved reserves. No other alternative methods or technologies were used to estimate proved reserves. Out of total proved undeveloped reserves of 27.9 MMBoe at December 31, 2023, 12.7 MMBoe were associated with 16 gross PUD locations that were more than one offset location from a producing well. 92 Table of Contents Capitalized Costs Relating to Oil and Natural Gas Producing Activities The following table illustrates the total amount of capitalized costs relating to oil and natural gas producing activities and the total amount of related accumulated depletion, depreciation and accretion (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ Evaluated oil and natural gas properties ​ $ 755,482 ​ $ 713,585 ​ Unevaluated oil and natural gas properties ​ ​ 58,909 ​ ​ 62,621 ​ ​ ​ ​ 814,391 ​ ​ 776,206 ​ Accumulated depletion ​ ​ (445,975) ​ ​ (390,796) ​ ​ ​ $ 368,416 ​ $ 385,410 ​ ​ Costs Incurred in Oil and Natural Gas Property Acquisition, Exploration and Development Activities Costs incurred in property acquisition, exploration and development activities were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Property acquisition costs, proved ​ $ — ​ $ — ​ Property acquisition costs, unproved ​ ​ — ​ ​ — ​ Exploration and extension well costs ​ ​ 6,691 ​ ​ 7,556 ​ Development costs (1) ​ ​ 32,951 ​ ​ 119,814 ​ Total costs ​ $ 39,642 ​ $ 127,370 ​ (1) Excludes $3.5 million and $15.0 million for the years ended December 31, 2023 and 2022, respectively, of development costs related to the Company’s treating equipment and gathering support facilities. Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Natural Gas Reserves The following Standardized Measure of Discounted Future Net Cash Flows (Standardized Measure) has been developed utilizing ASC 932, Extractive Activities—Oil and Gas (ASC 932) procedures and based on oil and natural gas reserve and production volumes estimated by the Company’s engineering staff. It can be used for some comparisons, but should not be the only method used to evaluate the Company or its performance. Further, the information in the following table may not represent realistic assessments of future cash flows, nor should the Standardized Measure be viewed as representative of the current value of the Company. The Company believes that the following factors should be taken into account when reviewing the following information: ● future costs and selling prices will probably differ from those required to be used in these calculations; ● due to future market conditions and governmental regulations, actual rates of production in future years may vary significantly from the rate of production assumed in the calculations; ● a 10% discount rate may not be reasonable as a measure of the relative risk inherent in realizing future net oil and natural gas revenues; and ● future net revenues may be subject to different rates of income taxation. At December 31, 2023 and 2022, as specified by the SEC, the prices for oil and natural gas used in this calculation were the unweighted 12-month average of the first day of the month prices, except for volumes subject to fixed price contracts. Estimates of future income taxes are computed using current statutory income tax rates including consideration for estimated future statutory depletion and tax credits. The resulting net cash flows are reduced to present value amounts by applying a 10% discount factor. 93 Table of Contents The Standardized Measure is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2023 ​ 2022 ​ ​ ​ (In thousands) Future cash inflows ​ $ 3,126,801 ​ $ 6,095,180 ​ Future production costs ​ ​ (1,483,090) ​ ​ (2,267,504) ​ Future development costs ​ ​ (420,793) ​ ​ (669,996) ​ Future income tax expense ​ ​ (28,551) ​ ​ (306,160) ​ Future net cash flows before 10% discount ​ ​ 1,194,367 ​ ​ 2,851,520 ​ 10% annual discount for estimated timing of cash flows ​ ​ (595,886) ​ ​ (1,389,844) ​ Standardized measure of discounted future net cash flows ​ $ 598,481 ​ $ 1,461,676 ​ ​ Changes in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Natural Gas Reserves The following is a summary of the changes in the Standardized Measure for the Company’s proved oil and natural gas reserves during each of the years in the two year period ended December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 ​ ​ (In thousands) Beginning of year ​ $ 1,461,676 ​ $ 1,075,655 ​ Sale of oil and natural gas produced, net of production costs ​ ​ (126,031) ​ ​ (220,023) ​ Sales of minerals in place ​ ​ — ​ ​ (536) ​ Extensions and discoveries ​ ​ 110 ​ ​ 84,296 ​ Changes in income taxes, net ​ ​ 91,805 ​ ​ (106,443) ​ Changes in prices and costs ​ ​ (656,316) ​ ​ 611,617 ​ Previously estimated development costs incurred ​ ​ 36,744 ​ ​ 73,362 ​ Net changes in future development costs ​ ​ 39,252 ​ ​ (103,349) ​ Revisions of previous quantities ​ ​ (368,333) ​ ​ (28,500) ​ Accretion of discount ​ ​ 156,824 ​ ​ 107,577 ​ Changes in production rates and other ​ ​ (37,250) ​ ​ (31,980) ​ End of year ​ $ 598,481 ​ $ 1,461,676 ​ ​ ​ ​ 94 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.