EXHIBIT 99.10
Published on September 22, 2025
Exhibit 99.10
BKV Corporation Unaudited Pro Forma Condensed
Combined Balance Sheet
As of June 30, 2025
(dollars in thousands, except share data)
BKV
Corporation |
Bedrock
Energy Partners, LLC |
Conforming
and Reclassification Adjustments(1) |
Financing and Acquisition Adjustments |
Pro
Forma Combined BKV Corporation |
||||||||||||||||||
Assets | ||||||||||||||||||||||
Current assets | ||||||||||||||||||||||
Cash and cash equivalents | $ | 21,426 | $ | 14,985 | $ | — | $ | 2,015 | (b), (c) | $ | 38,426 | |||||||||||
Restricted cash | — | 7,359 | — | (7,359 | ) | (b) | — | |||||||||||||||
Accounts receivable, net | 47,948 | 16,077 | — | — | 64,025 | |||||||||||||||||
Accounts receivable, related parties | 11,611 | — | — | — | 11,611 | |||||||||||||||||
Prepaid expenses | 4,435 | — | 484 | (a) | — | 4,919 | ||||||||||||||||
Prepaid and other current assets | — | 484 | (484 | ) | (a) | — | — | |||||||||||||||
Inventory | 6,960 | — | — | — | 6,960 | |||||||||||||||||
Commodity derivative assets, current | 556 | — | 11,723 | (a) | — | 12,279 | ||||||||||||||||
Derivative assets | — | 11,723 | (11,723 | ) | (a) | — | — | |||||||||||||||
Asset held for sale | 5,500 | — | — | — | 5,500 | |||||||||||||||||
Total current assets | 98,436 | 50,628 | — | (5,344 | ) | 143,720 | ||||||||||||||||
Natural gas properties | ||||||||||||||||||||||
Developed properties | 2,430,788 | — | 464,205 | (a) | (74,625 | ) | (d) | 2,820,368 | ||||||||||||||
Undeveloped properties | 10,739 | — | 1,649 | (a) | (1,649 | ) | (d) | 10,739 | ||||||||||||||
Midstream assets | 276,811 | — | — | — | 276,811 | |||||||||||||||||
Accumulated depreciation, depletion, and amortization | (780,001 | ) | — | (169,137 | ) | (a) | 169,137 | (d) | (780,001 | ) | ||||||||||||
Total natural gas properties, net | 1,938,337 | — | 296,717 | (a) | 92,863 | 2,327,917 | ||||||||||||||||
Other property and equipment, net | 104,253 | — | 112 | (a) | 104,365 | |||||||||||||||||
Property, Plant and Equipment | ||||||||||||||||||||||
Oil and natural gas properties at cost, successful efforts method | ||||||||||||||||||||||
Proved | — | 464,205 | (464,205 | ) | (a) | — | — | |||||||||||||||
Unproved | — | 1,649 | (1,649 | ) | (a) | — | — | |||||||||||||||
Oil and natural gas properties at cost, successful efforts method | — | 465,854 | (465,854 | ) | (a) | — | — | |||||||||||||||
Less accumulated depreciation, depletion and amortization | — | (169,137 | ) | 169,137 | (a) | — | — | |||||||||||||||
Oil and natural gas properties at cost, net | — | 296,717 | (296,717 | ) | (a) | — | — | |||||||||||||||
Other property and equipment | — | 4,217 | (4,217 | ) | (a) | — | — | |||||||||||||||
Less accumulated depreciation, depletion and amortization | — | (4,105 | ) | (4,105 | ) | (a) | — | — | ||||||||||||||
Other property and equipment, net | — | 112 | (112 | ) | (a) | — | — | |||||||||||||||
Right of use assets, long term | — | 1,407 | (1,407 | ) | (a) | — | — | |||||||||||||||
Goodwill | 18,417 | — | — | — | 18,417 | |||||||||||||||||
Investment in BKV-BPP Power | 114,676 | — | — | — | 114,676 | |||||||||||||||||
Commodity derivative assets | 6,622 | — | 14,219 | (a) | — | 20,841 | ||||||||||||||||
Long-term derivative assets | — | 14,219 | (14,219 | ) | (a) | — | — |
BKV Corporation |
Bedrock
Energy Partners, LLC |
Conforming and Reclassification Adjustments(1) |
Financing and Acquisition Adjustments |
Pro Forma Combined BKV Corporation |
||||||||||||||||||
Other noncurrent assets | 23,686 | — | 1,407 | (a) | — | 25,093 | ||||||||||||||||
Total assets | $ | 2,304,427 | $ | 363,083 | $ | — | $ | 87,519 | $ | 2,755,029 | ||||||||||||
Liabilities and stockholders’ equity | ||||||||||||||||||||||
Current liabilities | ||||||||||||||||||||||
Accounts payable and accrued liabilities | $ | 123,802 | $ | 17,054 | $ | — | $ | 3,000 | (e) | $ | 143,856 | |||||||||||
Lease liabilities, current | — | 839 | (839 | ) | (a) | — | — | |||||||||||||||
Commodity derivative liabilities, current | 44,011 | — | 5,332 | (a) | — | 49,343 | ||||||||||||||||
Derivative liability | — | 5,332 | (5,332 | ) | (a) | — | — | |||||||||||||||
Income taxes payable to related party | 2,265 | — | — | — | 2,265 | |||||||||||||||||
Current portion of long-term debt, net | — | 44,959 | — | (44,959 | ) | (f) | — | |||||||||||||||
Other current liabilities | 4,653 | 346 | 839 | (a) | — | 5,838 | ||||||||||||||||
Total current liabilities | 174,731 | 68,530 | — | (41,959 | ) | 201,302 | ||||||||||||||||
Asset retirement obligations | 204,331 | 20,853 | — | — | 225,184 | |||||||||||||||||
Commodity derivative liabilities | 45,645 | — | 5,778 | (a) | — | 51,423 | ||||||||||||||||
Long term derivative liabilities | — | 5,778 | (5,778 | ) | (a) | — | — | |||||||||||||||
Lease liabilities, long-term | — | 568 | (568 | ) | (a) | — | — | |||||||||||||||
Deferred tax liability, net | 86,565 | — | 491 | (a) | (1,181 | ) | (g) | 85,875 | ||||||||||||||
Deferred income tax, long-term | — | 491 | (491 | ) | (a) | — | — | |||||||||||||||
Long-term debt, net | 200,000 | 123,017 | — | 164,983 | (f) | 488,000 | ||||||||||||||||
Other noncurrent liabilities | 5,097 | — | 568 | (a) | — | 5,665 | ||||||||||||||||
Total liabilities | 716,369 | 219,237 | — | 121,843 | 1,057,449 | |||||||||||||||||
Commitments and contingencies | ||||||||||||||||||||||
Mezzanine equity | ||||||||||||||||||||||
Noncontrolling interest | (2,073 | ) | — | — | — | (2,073 | ) | |||||||||||||||
Stockholders’ equity | ||||||||||||||||||||||
Common stock, $0.01 par value; 500,000 authorized shares; 84,711 shares issued and outstanding, actual; and 89,944 shares issued and outstanding, as adjusted | 1,513 | — | — | 52 | (h) | 1,565 | ||||||||||||||||
Treasury stock, shares at cost; 214 shares | (6,663 | ) | — | — | — | (6,663 | ) | |||||||||||||||
Additional paid-in capital | 1,452,602 | — | — | 111,780 | (h) | 1,564,382 | ||||||||||||||||
Members’ equity | — | 143,846 | (143,846 | ) | (a) | — | — | |||||||||||||||
Retained earnings | 142,679 | — | 143,846 | (a) | (146,156 | ) | (i) | 140,369 | ||||||||||||||
Total stockholders’ equity | 1,590,131 | 143,846 | — | (34,324 | ) | 1,699,653 | ||||||||||||||||
Total liabilities and stockholders’ equity | $ | 2,304,427 | $ | 363,083 | $ | — | $ | 87,519 | $ | 2,755,029 |
(1) | Management did not identify any differences in accounting policies that would have a material impact on the unaudited pro forma combined consolidated financial information. |
BKV Corporation Unaudited Pro Forma Condensed
Combined Statement of Operations
For the Six Months Ended June 30, 2025
(dollars in thousands, except per share data)
BKV Corporation |
Bedrock
Energy Partners, LLC |
Conforming and Reclassification Adjustments(1) |
Financing and Acquisition Adjustments |
Pro Forma Combined BKV Corporation |
||||||||||||||||||
Revenues and other operating income | ||||||||||||||||||||||
Natural gas, NGL, and oil sales | $ | 415,855 | $ | — | $ | 68,249 | (a) | $ | — | $ | 484,104 | |||||||||||
Natural gas | — | 38,677 | (38,677 | ) | (a) | — | — | |||||||||||||||
Natural gas liquids | — | 28,103 | (28,103 | ) | (a) | — | — | |||||||||||||||
Oil | — | 1,469 | (1,469 | ) | (a) | — | — | |||||||||||||||
Midstream revenues | 5,510 | — | — | — | 5,510 | |||||||||||||||||
Derivative losses, net | (39,983 | ) | — | (6,675 | ) | (a) | — | (46,658 | ) | |||||||||||||
Marketing revenues | 7,857 | — | — | — | 7,857 | |||||||||||||||||
Section 45Q tax credits | 5,881 | — | — | — | 5,881 | |||||||||||||||||
Related party revenues | 851 | — | — | — | 851 | |||||||||||||||||
Other | 4,893 | 161 | — | — | 5,054 | |||||||||||||||||
Total revenues and other operating income | 400,864 | 68,410 | (6,675 | ) | — | 462,599 | ||||||||||||||||
Operating expenses | ||||||||||||||||||||||
Lease operating and workover | 69,231 | — | 20,739 | (a) | — | 89,970 | ||||||||||||||||
Lease operating expense | — | 19,366 | (19,366 | ) | (a) | — | — | |||||||||||||||
Workover expense | — | 1,373 | (1,373 | ) | (a) | — | — | |||||||||||||||
Taxes other than income | 23,626 | — | 4,609 | (a) | — | 28,235 | ||||||||||||||||
Production taxes | — | 3,841 | (3,841 | ) | (a) | — | — | |||||||||||||||
Ad valorem taxes | — | 768 | (768 | ) | (a) | — | — | |||||||||||||||
Gathering and transportation | 118,819 | — | 16,165 | (a) | — | 134,984 | ||||||||||||||||
Gas gathering, transportation, marketing, and procurement | — | 16,165 | (16,165 | ) | (a) | — | — | |||||||||||||||
Depreciation, depletion, amortization, and accretion | 78,014 | — | 11,623 | (a) | (659 | ) | (j) | 88,978 | ||||||||||||||
Asset retirement obligation accretion expense | — | 621 | (621 | ) | (a) | — | — | |||||||||||||||
Depreciation, depletion, and amortization | — | 11,002 | (11,002 | ) | (a) | — | — | |||||||||||||||
General and administrative | 55,773 | 3,538 | 60 | (a) | — | 59,371 | ||||||||||||||||
Incentive unit compensation | — | 60 | (60 | ) | (a) | — | — | |||||||||||||||
Other | 20,706 | — | — | — | 20,706 | |||||||||||||||||
Total operating expenses | 366,169 | 56,734 | — | (659 | ) | 422,244 | ||||||||||||||||
Income (loss) from operations | 34,695 | 11,676 | (6,675 | ) | 659 | 40,355 | ||||||||||||||||
Other income (expense) | ||||||||||||||||||||||
Losses from equity affiliate | (497 | ) | — | — | — | (497 | ) | |||||||||||||||
Interest expense | (10,510 | ) | (8,385 | ) | — | (6,025 | ) | (k) | (24,920 | ) | ||||||||||||
Interest income | 311 | — | — | — | 311 | |||||||||||||||||
Other income (loss) | 776 | — | (152 | ) | (a) | — | 624 | |||||||||||||||
Other expense | — | (152 | ) | 152 | (a) | — | — | |||||||||||||||
Gain (loss) on derivative contracts, net | — | (6,675 | ) | 6,675 | (a) | — | — |
BKV Corporation |
Bedrock
Energy Partners, LLC |
Conforming and Reclassification Adjustments(1) |
Financing and Acquisition Adjustments |
Pro Forma Combined BKV Corporation |
||||||||||||||||||
Income (loss) before income taxes | 24,775 | (3,536 | ) | — | (5,366 | ) | 15,873 | |||||||||||||||
Income tax benefit (expense) | 1,294 | (35 | ) | — | 1,269 | (l) | 2,528 | |||||||||||||||
Net income (loss) | 26,069 | (3,571 | ) | — | (4,097 | ) | 18,401 | |||||||||||||||
Less: net income (loss) attributable to noncontrolling interest | 163 | — | — | — | 163 | |||||||||||||||||
Net income (loss) attributable to BKV | $ | 25,906 | $ | (3,571 | ) | $ | — | $ | (4,097 | ) | $ | 18,238 | ||||||||||
Net income (loss) per common share attributable to BKV: | ||||||||||||||||||||||
Basic | $ | 0.30 | $ | 0.20 | ||||||||||||||||||
Diluted | $ | 0.30 | $ | 0.20 | ||||||||||||||||||
Weighted average number of common shares outstanding: | ||||||||||||||||||||||
Basic | 84,708 | — | — | 5,233 | (h) | 89,941 | ||||||||||||||||
Diluted | 84,789 | — | — | 5,233 | (h) | 90,022 |
(1) | Management did not identify any differences in accounting policies that would have a material impact on the unaudited pro forma combined consolidated financial information. |
BKV Corporation Unaudited Pro Forma Condensed
Combined Statement of Operations
For the Year Ended December 31, 2024
(dollars in thousands, except per share data)
BKV Corporation |
Bedrock
Energy Partners, LLC |
Conforming and Reclassification Adjustments(1) |
Financing and Acquisition Adjustments |
Pro Forma Combined BKV Corporation |
||||||||||||||||||
Revenues and other operating income | ||||||||||||||||||||||
Natural gas, NGL, and oil sales | $ | 557,570 | $ | — | $ | 120,435 | (a) | $ | — | $ | 678,005 | |||||||||||
Natural gas | — | 54,936 | (54,936 | ) | (a) | — | — | |||||||||||||||
Natural gas liquids | — | 62,217 | (62,217 | ) | (a) | — | — | |||||||||||||||
Oil | — | 3,282 | (3,282 | ) | (a) | — | — | |||||||||||||||
Midstream revenues | 12,560 | — | — | — | 12,560 | |||||||||||||||||
Derivative losses, net | (34,152 | ) | — | (637 | ) | (a) | — | (34,789 | ) | |||||||||||||
Marketing revenues | 10,668 | — | — | — | 10,668 | |||||||||||||||||
Gain on sale of business | 7,080 | — | — | — | 7,080 | |||||||||||||||||
Related party revenues | 17,101 | — | — | — | 17,101 | |||||||||||||||||
Other | 10,154 | 446 | — | — | 10,600 | |||||||||||||||||
Total revenues and other operating income | 580,981 | 120,881 | (637 | ) | — | 701,225 | ||||||||||||||||
Operating expenses | ||||||||||||||||||||||
Lease operating and workover | 136,991 | — | 42,545 | (a) | — | 179,536 | ||||||||||||||||
Lease operating expense | — | 40,768 | (40,768 | ) | (a) | — | — | |||||||||||||||
Workover expense | — | 1,777 | (1,777 | ) | (a) | — | — | |||||||||||||||
Taxes other than income | 35,009 | — | 6,609 | (a) | — | 41,618 | ||||||||||||||||
Production taxes | — | 5,458 | (5,458 | ) | (a) | — | — | |||||||||||||||
Ad valorem taxes | — | 1,151 | (1,151 | ) | (a) | — | — | |||||||||||||||
Gathering and transportation | 222,391 | — | 40,598 | (a) | — | 262,989 | ||||||||||||||||
Gas gathering, transportation, marketing, and procurement | — | 40,598 | (40,598 | ) | (a) | — | — | |||||||||||||||
Depreciation, depletion, amortization, and accretion | 217,533 | — | 25,267 | (a) | (1,091 | ) | (m) | 241,709 | ||||||||||||||
Asset retirement obligation accretion expense | — | 1,193 | (1,193 | ) | (a) | — | — | |||||||||||||||
Depreciation, depletion, and amortization | — | 24,074 | (24,074 | ) | (a) | — | — | |||||||||||||||
Acquisition expenses | — | — | — | 3,000 | (e) | 3,000 | ||||||||||||||||
General and administrative | 104,473 | 6,855 | 2,573 | (a) | — | 113,901 | ||||||||||||||||
Incentive unit compensation | — | 2,573 | (2,573 | ) | (a) | — | — | |||||||||||||||
Other | 19,385 | — | — | — | 19,385 | |||||||||||||||||
Total operating expenses | 735,782 | 124,447 | — | 1,909 | 862,138 | |||||||||||||||||
Income (loss) from operations | (154,801 | ) | (3,566 | ) | (637 | ) | (1,909 | ) | (160,913 | ) | ||||||||||||
Other income (expense) | ||||||||||||||||||||||
Earnings from equity affiliate | 10,423 | — | — | — | 10,423 | |||||||||||||||||
Gain on contingent consideration liabilities | 9,676 | — | — | — | 9,676 | |||||||||||||||||
Interest expense | (45,582 | ) | (18,972 | ) | — | (7,862 | ) | (n) | (72,416 | ) | ||||||||||||
Interest expense, related party | (5,181 | ) | — | — | — | (5,181 | ) | |||||||||||||||
Loss on early extinguishment of debt | (13,877 | ) | — | — | — | (13,877 | ) | |||||||||||||||
Interest income | 3,859 | — | — | — | 3,859 |
BKV Corporation |
Bedrock
Energy Partners, LLC |
Conforming and Reclassification Adjustments(1) |
Financing and Acquisition Adjustments |
Pro Forma Combined BKV Corporation |
||||||||||||||||||
Other income | 9,008 | 2,167 | — | — | 11,175 | |||||||||||||||||
Gain (loss) on derivative contracts, net | — | (637 | ) | 637 | (a) | — | — | |||||||||||||||
Income (loss) before income taxes | (186,475 | ) | (21,008 | ) | — | (9,771 | ) | (217,254 | ) | |||||||||||||
Income tax benefit (expense) | 43,605 | (30 | ) | — | 2,277 | (o) | 45,852 | |||||||||||||||
Net income (loss) | (142,870 | ) | (21,038 | ) | — | (7,494 | ) | (171,402 | ) | |||||||||||||
Net income (loss) per common share attributable to BKV: | ||||||||||||||||||||||
Basic | $ | (2.00 | ) | $ | (2.24 | ) | ||||||||||||||||
Diluted | $ | (2.00 | ) | $ | (2.24 | ) | ||||||||||||||||
Weighted average number of common shares outstanding: | ||||||||||||||||||||||
Basic | $ | 71,288 | $ | — | $ | — | $ | 5,233 | (h) | $ | 76,521 | |||||||||||
Diluted | $ | 71,288 | $ | — | $ | — | $ | 5,233 | (h) | $ | 76,521 |
(1) | Management did not identify any differences in accounting policies that would have a material impact on the unaudited pro forma combined consolidated financial information. |
BKV Corporation Notes to Pro Forma Condensed Combined Financial Information
Note 1 - Basis of Presentation
The accompanying unaudited pro forma condensed combined financial information was derived from the historical financial statements of BKV Corporation and Bedrock Energy Partners, LLC (“Bedrock Partners”) as of June 30, 2025 and for the six months ended June 30, 2025 and for the year ended December 31, 2024. We will account for the Bedrock Acquisition as a business combination in accordance with ASC 805 Business Combinations. Pursuant to the guidance, we allocate the aggregate purchase consideration transferred to affect the business combination to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. Any excess or shortage of the purchase price over the fair value of the assets acquired and liabilities assumed is recognized as goodwill or a gain on bargain purchase, respectively. The amount of goodwill or gain on bargain purchase recorded in a business combination can vary significantly depending on the fair value allocated to the assets acquired and liabilities assumed. Further, in many cases, the valuation of these assets and liabilities requires use of various estimates and assumptions and the exercise of significant judgment about future events. Certain of the figures in this financial information have been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a row or column may not conform exactly to the total figure given for that row or column in certain tables. In addition, certain percentages presented reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers or may not sum due to rounding.
Note 2 - Pro Forma Purchase Price Allocation
The preliminary allocation of the total purchase price in the Bedrock Acquisition is based upon management’s estimates of, and assumptions related to, the fair value of assets acquired and liabilities assumed as of the closing date of the transaction using currently available information and market data as of September 19, 2025. Because the unaudited pro forma combined consolidated financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may differ significantly from the pro forma amounts included herein.
The preliminary purchase price allocation is subject to change due to several factors, including but not limited to changes in the estimated fair value of assets acquired and liabilities assumed as of the closing date of the transaction, which could result from changes in future oil and natural gas commodity prices, reserve estimates, interest rates, as well as other factors.
As of June 30, 2025, the latest practical date, the estimated purchase consideration transferred and the relative fair value of assets acquired and liabilities assumed are as follows:
Consideration: | ||||
Cash | $ | 260,000 | ||
Early extinguishment of Bedrock debt | $ | 9,000 | ||
Settlement on certain derivative contracts | $ | 2,000 | ||
Shares of BKV Corporation's common stock | 5,233,111 | |||
BKV common stock price as of September 19, 2025 | $ | 21.37 | ||
Total stock consideration | $ | 111,832 | ||
Total consideration | $ | 382,832 | ||
Assets acquired and liabilities assumed | ||||
Accounts receivable, net | $ | 16,077 | ||
Prepaid expenses | 484 | |||
Commodity derivative assets | 25,942 | |||
Developed properties | 389,580 | |||
Other property and equipment | 112 | |||
Right of use assets | 1,407 | |||
Accounts payable and accrued liabilities | (17,054 | ) | ||
Commodity derivative liabilities | (11,110 | ) | ||
Other current liabilities | (346 | ) | ||
Lease liabilities | (1,407 | ) | ||
Asset retirement obligations | (20,853 | ) | ||
Total net assets acquired | $ | 382,832 |
Note 3 - Adjustments to Unaudited Pro Forma Combined Consolidated Financial Statements
The unaudited pro forma combined consolidated financial information has been compiled in a manner consistent with the accounting policies adopted by BKV. Actual results may differ materially from the assumptions and estimates contained herein.
The pro forma adjustments are based on currently available information and certain estimates and assumptions that the Company believes provide a reasonable basis for presenting the significant effects of the Bedrock Acquisition and impacts from the financing of the senior notes. General descriptions of the pro forma adjustments are provided below.
(a) The following reclassifications were made as a result of the Bedrock Acquisition to conform to our presentation:
Pro Forma Balance Sheet Adjustments as of June 30, 2025
· | Reclassification of $0.5 million from prepaid and other current assets to prepaid expenses; |
· | Reclassification of $11.7 million from derivative assets to commodity derivative assets, current; |
· | Reclassification of $464.2 million and $1.6 million from proved and unproved, respectively, within oil and natural gas properties at cost, successful efforts method to developed properties and undeveloped properties, respectively within natural gas properties; |
· | Reclassification of $169.1 million from oil and natural gas properties at cost, successful efforts method less accumulated depreciation, depletion and amortization to natural gas properties accumulated depreciation, depletion, and amortization; |
· | Reclassification of $4.2 million from other property and equipment and $4.1 million from less accumulated depreciation, depletion and amortization within property, plant, and equipment to other property and equipment, net; |
· | Reclassification of $1.4 million from right of use assets to other noncurrent assets; |
· | Reclassification of $0.8 million from lease liabilities, current to other current liabilities; |
· | Reclassification of $5.3 million from derivative liability to commodity derivative liabilities, current; |
· | Reclassification of $5.8 million from long-term derivative liabilities to commodity derivative liabilities; |
· | Reclassification of $0.6 million from lease liabilities, long-term to other noncurrent liabilities; |
· | Reclassification of $0.5 million from deferred income tax, long-term to deferred tax liability, net; and |
· | Reclassification of $143.8 million from members' equity to retained earnings. |
Pro Forma Statement of Operations for the Six Months Ended June 30, 2025
· | Reclassification of $38.7 million from natural gas, $28.1 million from natural gas liquids, and $1.5 million from oil to natural gas, NGL, and oil sales; |
· | Reclassification of $6.7 million from loss on derivative contracts, net in other income (expense) to derivative losses, net in total other revenues and other operating income; |
· | Reclassification of $19.4 million from lease operating expense and $1.4 million from workover expense to lease operating and workover; |
· | Reclassification of $3.8 million from production taxes and $0.8 million from ad valorem taxes to taxes other than income; |
· | Reclassification of $16.2 million from gas gathering, transportation, marketing, and procurement to gathering and transportation; |
· | Reclassification of $11.0 million from depreciation, depletion, and amortization and $0.6 million from accretion expenses to depreciation, depletion, amortization, and accretion; and |
· | Reclassification of $0.2 million from other expense to other income (loss). |
Pro Forma Statement of Operations for the Year Ended December 31, 2024
· | Reclassification of $54.9 million from natural gas, $62.2 million from natural gas liquids, and $3.3 million from oil to natural gas, NGL, and oil sales; |
· | Reclassification of $0.6 million from loss on derivative contracts, net in other income (expense) to derivative losses, net in total other revenues and other operating income; |
· | Reclassification of $40.8 million from lease operating expense and $1.8 million from workover expense to lease operating and workover; |
· | Reclassification of $5.5 million from production taxes and $1.2 million from ad valorem taxes to taxes other than income; |
· | Reclassification of $40.6 million from gas gathering, transportation, marketing, and procurement to gathering and transportation; and |
· | Reclassification of $24.1 million from depreciation, depletion, and amortization and $1.2 million from accretion expenses to depreciation, depletion, amortization, and accretion. |
Pro Forma Balance Sheet Adjustments as of June 30, 2025
(b) Reflects the elimination of Bedrock Partners' cash and cash equivalents and restricted cash that were not part of the Bedrock Acquisition.
(c) Reflects (i) the source in cash and cash equivalents from the senior notes of $500.0 million, offset by (ii) the use of cash to fund the Bedrock Acquisition of $260.0 million, (iii) the paydown on the RBL Credit Facility of $200.0 million, and (iv) related transaction costs and fees of $23.0 million.
(d) Reflects pro forma adjustments to record the acquisition of Bedrock Partners' oil and natural gas properties based on the estimated allocated value of the oil and natural gas properties based on the projected acquisition date.
(e) Reflects $3.0 million of non-recurring expenses related to the Bedrock Acquisition, primarily consisting of fees paid to legal, financial, and accounting advisors and filing fees on a pro forma basis as an increase to accounts payable and accrued liabilities on the pro forma combined condensed balance sheet as of June 30, 2025, and in the pro forma statement of operations for the year ended December 31, 2024. These expenses are not expected to be incurred in any period beyond 12-months from the closing date.
(f) Reflects (i) the pro forma borrowings of $500.0 million under BKV's senior notes to fund a portion of the Bedrock Acquisition, offset by (ii) $200.0 million to pay down the RBL balance, (iii) elimination of Bedrock Partners' debt that was not part of the Bedrock Acquisition and (iv) the estimated debt issuance costs on the $500.0 million Senior Notes of $12.0 million.
(g) Reflects a $0.7 million decrease to deferred tax liability, net to reflect the pro forma adjustment of additional acquisition costs and the elimination of Bedrock Partners' deferred tax liabilities, net that was not part of the Bedrock Acquisition.
(h) Reflects the issuance of 5.2 million shares of BKV Corporation’s common stock to the holders of the Bedrock Interests to partially finance the Bedrock Acquisition at $21.37 per share, for total stock consideration of $111.8 million. A $1.00 increase in BKV Corporation’s common stock price would increase the stock consideration received by the holders by $5.2 million, and a $1.00 decrease in BKV Corporation’s common stock price would decrease the stock consideration received by the holders by $5.2 million.
(i) Reflects the elimination of Bedrock Partners' historical retained earnings, the impact of the $3.0 million of non-recurring expenses related to the Bedrock Acquisition, and tax impact of such non-recurring expenses using a 23% statutory rate.
Pro Forma Statement of Operations for the Six Months Ended June 30, 2025
(j) Reflects the pro forma adjustments to record the depletion and accretion expenses calculated in accordance with BKV Corporation’s depletion rate.
(k) Increase of $6.0 million was comprised of (i) $20.6 million interest expense on BKV's $500 million 5-year senior notes with a weighted average interest rate of 8.25% (the difference between the effective rate and the stated rate is not significant as of June 30, 2025) and (ii) $1.2 million estimated fees, less (iii) $8.3 million of interest expense on Bedrock Partners' debt that is not part of the Bedrock Acquisition, and (iv) $7.4 million interest expense savings from paying down $200.0 million on the RBL balance.
(l) Income tax benefit increase of $1.3 million was comprised of (i) $1.3 million tax benefit impact on the financing and acquisition adjustments using a statutory rate of 23% and (ii) elimination of Bedrock Partners' income tax expense of an immaterial amount.
Pro Forma Statement of Operations for the Year Ended December 31, 2024
(m) Reflects the pro forma adjustments to record the depletion and accretion expenses calculated in accordance with BKV Corporation’s depletion rate.
(n) Increase of $7.9 million was comprised of (i) $41.2 million interest expense on BKV's $500 million 5-year senior notes with a weighted average interest rate of 8.25% (the difference between the effective rate and the stated rate is not significant as of June 30, 2025) and (ii) $2.4 million estimated fees, less (iii) $19.0 million of interest expense on Bedrock Partners' debt that is not part of the Bedrock Acquisition, and (iv) $16.7 million interest expense savings from paying down $200.0 million on the RBL balance.
(o) Income tax benefit increase of $1.7 million was comprised of (i) $1.7 million tax benefit impact on the financing and acquisition adjustments using a statutory rate of 23% and (ii) elimination of Bedrock Partners' income tax expense of an immaterial amount.
Note 4 – Earnings Per Share
Basic net income (loss) attributable to BKV per common share for each period is calculated by dividing net income (loss) attributable to BKV by the basic weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to BKV by the diluted weighted average number of common shares outstanding for the respective period. Any remeasurement of the accretion to redemption value of the Class B Units subject to possible redemption was considered to be dividends paid to the noncontrolling interest. Diluted weighted average number of common shares outstanding and the dilutive effect of potential common shares is calculated using the treasury method. The Company includes potential shares of common stock for PRSUs and TRSUs in the calculation of diluted weighted average shares outstanding based on the number of common shares that would be issuable if the end of the reporting period was also the end of the performance period. During periods in which the Company incurred a net loss, diluted weighted average common shares outstanding were equal to basic weighted average of common shares outstanding because the effects of all potential common shares was anti-dilutive.
The following table presents the historical and pro forma calculation of basic and diluted net income (loss) per common share attributable to BKV for the six months and twelve months ended June 30, 2025.
Historical | Pro Forma | |||||||
(in thousands, except per share amounts) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | ||||||
Net income (loss) attributable to BKV | $ | 25,906 | $ | 18,238 | ||||
Accretion of Class B Units to redemption value | (281 | ) | (281 | ) | ||||
Net income (loss) including accretion of Class B Units to redemption value | $ | 25,625 | $ | 17,957 | ||||
Basic weighted average common shares outstanding | 84,708 | 89,941 | ||||||
Add: dilutive effect of TRSUs | 81 | 81 | ||||||
Add: dilutive effect of PRSUs | — | — | ||||||
Diluted weighted average of common shares outstanding | 84,789 | 90,022 | ||||||
Weighted average number of outstanding securities excluded from the calculation of diluted loss per share | ||||||||
TRSUs | — | — | ||||||
PRSUs | — | — | ||||||
Net income (loss) per common share attributable to BKV: | ||||||||
Basic | $ | 0.30 | $ | 0.20 | ||||
Diluted | $ | 0.30 | $ | 0.20 |
Note 5 - Supplemental Pro Forma Oil and Gas Disclosures
The following tables present estimated pro forma combined oil and natural gas reserves information as of and for the year ended December 31, 2024. The amounts below were determined by referencing the amounts reported in BKV’s Annual Report on Form 10-K for the year ended December 31, 2024 and in the consolidated financial statements and supplemental schedules of Bedrock Partners (which are incorporated into the Current Report on Form 8-K to which these pro forma financial statements are included as an exhibit). An explanation of the underlying methodology applied, as required by SEC regulations, can be found within BKV’s Annual Report and Bedrock Partners' consolidated financial statements and supplemental schedules. The following estimated pro forma combined oil and gas reserves information is not necessarily indicative of the results that might have occurred had the Bedrock Acquisition been completed on January 1, 2024 and is not intended to be a projection of future results. Future results may vary significantly from the results presented. The following tables present the estimated pro forma combined net proved developed and undeveloped oil and gas reserves information as of December 31, 2024, along with a summary of changes in quantities of net remaining proved reserves during the year ended December 31, 2024.
Natural Gas (MMcf) | ||||||||||||||||
Proved Developed and Undeveloped Reserves | BKV Corporation (Historical) | Bedrock Energy Partners, LLC (Historical) | Reclass Adjustments | BKV Corporation (Combined) | ||||||||||||
December 31, 2023 | 2,982,495 | 385,892 | — | 3,368,387 | ||||||||||||
Revision of previous estimates | (485,190 | ) | 4,807 | — | (480,383 | ) | ||||||||||
Extensions and discoveries | 79,148 | — | — | 79,148 | ||||||||||||
Improved recoveries | 38,224 | — | — | 38,224 | ||||||||||||
Sale of minerals in place | (149,963 | ) | — | — | (149,963 | ) | ||||||||||
Production | (228,683 | ) | (29,753 | ) | — | (258,436 | ) | |||||||||
December 31, 2024 | 2,236,031 | 360,946 | — | 2,596,977 | ||||||||||||
Proved Developed Reserves | ||||||||||||||||
December 31, 2023 | 2,443,072 | 385,892 | — | 2,828,964 | ||||||||||||
December 31, 2024 | 2,059,984 | 358,047 | — | 2,418,031 | ||||||||||||
Proved Undeveloped Reserves | ||||||||||||||||
December 31, 2023 | 539,423 | — | — | 539,423 | ||||||||||||
December 31, 2024 | 176,047 | 2,899 | — | 178,946 |
Natural Gas Liquids (MBbls) | ||||||||||||||||
Proved Developed and Undeveloped Reserves | BKV Corporation (Historical) | Bedrock Energy Partners, LLC (Historical) | Reclass Adjustments | BKV Corporation (Combined) | ||||||||||||
December 31, 2023 | 184,165 | 38,499 | — | 222,664 | ||||||||||||
Revision of previous estimates | (35,891 | ) | 3,444 | — | (32,447 | ) | ||||||||||
Extensions and discoveries | 9,197 | — | — | 9,197 | ||||||||||||
Improved recoveries | 10 | — | — | 10 | ||||||||||||
Sale of minerals in place | — | — | — | — | ||||||||||||
Production | (9,859 | ) | (2,727 | ) | — | (12,586 | ) | |||||||||
December 31, 2024 | 147,622 | 39,216 | — | 186,838 | ||||||||||||
Proved Developed Reserves | ||||||||||||||||
December 31, 2023 | 156,399 | 38,499 | — | 194,898 | ||||||||||||
December 31, 2024 | 134,017 | 38,758 | — | 172,775 | ||||||||||||
Proved Undeveloped Reserves | ||||||||||||||||
December 31, 2023 | 27,766 | — | — | 27,766 | ||||||||||||
December 31, 2024 | 13,605 | 458 | — | 14,063 |
Oil (MBbls) | ||||||||||||||||
Proved Developed and Undeveloped Reserves | BKV Corporation (Historical) | Bedrock Energy Partners, LLC (Historical) | Reclass Adjustments | BKV Corporation (Combined) | ||||||||||||
December 31, 2023 | 1,051 | 443 | — | 1,494 | ||||||||||||
Revision of previous estimates | (2,401 | ) | 112 | — | (2,289 | ) | ||||||||||
Extensions and discoveries | 813 | — | — | 813 | ||||||||||||
Improved recoveries | 2,324 | — | — | 2,324 | ||||||||||||
Sale of minerals in place | — | — | — | — | ||||||||||||
Production | (96 | ) | (46 | ) | — | (142 | ) | |||||||||
December 31, 2024 | 1,691 | 509 | — | 2,200 | ||||||||||||
Proved Developed Reserves | ||||||||||||||||
December 31, 2023 | 992 | 443 | — | 1,435 | ||||||||||||
December 31, 2024 | 878 | 498 | — | 1,376 | ||||||||||||
Proved Undeveloped Reserves | ||||||||||||||||
December 31, 2023 | 59 | — | — | 59 | ||||||||||||
December 31, 2024 | 813 | 11 | — | 824 |
Total (MMcfe) | ||||||||||||||||
Proved Developed and Undeveloped Reserves | BKV Corporation (Historical) | Bedrock Energy Partners, LLC (Historical) | Reclass Adjustments | BKV Corporation (Combined) | ||||||||||||
December 31, 2023 | 4,093,791 | 619,544 | — | 4,713,335 | ||||||||||||
Revision of previous estimates | (714,942 | ) | 26,143 | — | (688,799 | ) | ||||||||||
Extensions and discoveries | 139,208 | — | — | 139,208 | ||||||||||||
Improved recoveries | 52,228 | — | — | 52,228 | ||||||||||||
Sale of minerals in place | (149,963 | ) | — | — | (149,963 | ) | ||||||||||
Production | (288,413 | ) | (46,392 | ) | — | (334,805 | ) | |||||||||
December 31, 2024 | 3,131,909 | 599,295 | — | 3,731,204 | ||||||||||||
Proved Developed Reserves | ||||||||||||||||
December 31, 2023 | 3,387,418 | 619,544 | — | 4,006,962 | ||||||||||||
December 31, 2024 | 2,869,354 | 593,585 | — | 3,462,939 | ||||||||||||
Proved Undeveloped Reserves | ||||||||||||||||
December 31, 2023 | 706,373 | — | — | 706,373 | ||||||||||||
December 31, 2024 | 262,555 | 5,710 | — | 268,265 |
Standardized Measure of Discounted Future Net Cash Flows
The following tables present the estimated pro forma discounted future net cash flows at December 31, 2024. The pro forma standardized measure information set forth below gives effect to the Bedrock Acquisition as if the transaction had been completed on January 1, 2024. The calculations assume the continuation of existing economic, operating and contractual conditions at December 31, 2024.
Discounted Future Net Cash Flows
The following table sets forth the Standardized Measure of discounted future net cash flows relating to proved natural gas, NGL, and oil reserves as of December 31, 2024:
Year Ended December 31, 2024 | ||||||||||||||||
(in thousands) | BKV Corporation (Historical) | Bedrock Energy Partners, LLC (Historical) | Pro Forma Adjustments(1) | BKV Corporation (Combined) | ||||||||||||
Future cash inflows | $ | 6,207,197 | $ | 1,691,462 | $ | — | $ | 7,898,659 | ||||||||
Future production costs | (4,026,521 | ) | (1,182,066 | ) | — | (5,208,587 | ) | |||||||||
Future development costs (2) | (666,194 | ) | (42,620 | ) | — | (708,814 | ) | |||||||||
Future income tax expense | (96,180 | ) | (8,783 | ) | (14,342 | ) | (119,305 | ) | ||||||||
Future net cash flows | 1,418,302 | 457,993 | (14,342 | ) | 1,861,953 | |||||||||||
10% annual discount for estimated timing of cash flows | (785,216 | ) | (249,970 | ) | 6,343 | (1,028,843 | ) | |||||||||
Standardized measure of discounted future net cash flows related to proved reserves | $ | 633,086 | $ | 208,023 | $ | (7,999 | ) | $ | 833,110 |
(1) | Pro forma adjustment represents effect of income tax using the statutory rate on the undiscounted and discounted future net cash flows associated with the Bedrock Acquisition. | |
(2) | Includes abandonment costs. |
The principal changes in the pro forma Standardized Measure of discounted future net cash flows relating to proved reserves for the year ended December 31, 2024 are as follows:
Year Ended December 31, 2024 | ||||||||||||||||
(in thousands) | BKV Corporation (Historical) | Bedrock Energy Partners, LLC (Historical) | Pro Forma Adjustments (1) | BKV Corporation (Combined) | ||||||||||||
Balance, beginning of period | $ | 1,062,333 | $ | 238,380 | $ | — | $ | 1,300,713 | ||||||||
Net change in sales and transfer prices and in production (lifting) costs related to future production | (272,270 | ) | (23,531 | ) | — | (295,801 | ) | |||||||||
Changes in estimated future development costs | (2,933 | ) | 8,712 | — | 5,779 | |||||||||||
Sales and transfers of natural gas, NGLs, and oil produced during the period | (271,692 | ) | (30,684 | ) | — | (302,376 | ) | |||||||||
Net change due to extensions, discoveries, and improved recoveries | 18,261 | — | — | 18,261 | ||||||||||||
Net change due to purchases (sales) of minerals in place | (90,531 | ) | — | (90,531 | ) | |||||||||||
Net change due to revisions in quantity estimates | (74,031 | ) | 9,827 | — | (64,204 | ) | ||||||||||
Previously estimated development costs incurred during the period | 24,291 | — | — | 24,291 | ||||||||||||
Net change in future income taxes | 131,401 | 649 | (7,999 | ) | 124,051 | |||||||||||
Accretion of discount | 123,255 | 24,301 | — | 147,556 | ||||||||||||
Changes in timing and other | (14,998 | ) | (19,631 | ) | — | (34,629 | ) | |||||||||
Total discounted cash flow as end of period | $ | 633,086 | $ | 208,023 | $ | (7,999 | ) | $ | 833,110 |
(1) | Pro forma adjustment represents effect of income tax using the statutory rate on the undiscounted and discounted future net cash flows associated with the Bedrock Acquisition. |