Form: 8-K

Current report

November 17, 2025

 

Exhibit 99.1

 

BKV Corporation

 

Unaudited Pro Forma Condensed Combined Financial Information

 

On September 29, 2025, BKV Upstream Midstream, LLC (“BKV Upstream Midstream”), a Delaware limited liability company and a wholly owned subsidiary of BKV Corporation, a Delaware corporation (“BKV” or the “Company”), completed the acquisition of 100% of the equity interests (the “Subject Interests”) of Bedrock Production, LLC, a Texas limited liability company (the “Target”), from Bedrock Energy Partners, LLC, a Delaware limited liability company (“Seller”) and certain of its subsidiaries (such transaction, the “Bedrock Acquisition”). The Bedrock Acquisition was completed pursuant to the Membership Interest Purchase Agreement, dated August 7, 2025 (the “Purchase Agreement”), by and among BKV Upstream Midstream, Seller and certain of its subsidiaries, and solely for certain limited purposes set forth therein, BKV.

 

The Target and its subsidiaries own certain oil and natural gas producing properties in the Barnett Shale. Following the closing, the Target is a wholly-owned subsidiary of BKV Upstream Midstream. Additionally, the Target and its subsidiaries have executed an assumption agreement in order to be added as guarantors and collateral grantors under BKV’s existing reserve-based lending agreement.

 

The aggregate consideration paid (or to be paid) to the Seller in the Bedrock Acquisition is $397.7 million (the “Purchase Price”), subject to customary adjustments, including, but not limited to estimated fair value of assets acquired and liabilities assumed. Pursuant to the Purchase Agreement, at the closing of the Bedrock Acquisition, BKV paid a portion of the Purchase Price consisting of (i) the Deposit (described below), (ii) approximately $179.5 million in cash to repay certain Target indebtedness, and (iii) the issuance to Seller of 5,233,957 shares of BKV common stock (the “Stock Consideration” and clauses (i) to (iii), collectively, the “Purchase Consideration Transactions”). The remainder of the Purchase Price of $53.1 million, subject to customary adjustments, as noted above, will be paid in cash by December 31, 2025.

 

As of September 29, 2025, the fair market value of the Stock Consideration was approximately $124.2 million based on the closing price of $23.74.

 

On August 8, 2025, BKV deposited 10% of the unadjusted Purchase Price (the “Deposit”) into a third-party escrow account. At the closing of the Bedrock Acquisition, the Deposit was retained as a holdback for any BKV indemnification claims until released on the terms and conditions contained in the Purchase Agreement.

 

BKV funded the cash consideration paid at the closing of the Bedrock Acquisition, and expects to fund the remainder of the Purchase Price, with a combination of the proceeds from the offering by BKV Upstream Midstream of $500,000,000 in aggregate principal amount of 7.500% senior unsecured notes due 2030 (the “2030 Senior Notes”), borrowings under BKV’s existing reserve-based lending agreement (the “RBL Credit Agreement”), and cash on hand. A portion of the borrowings under the 2030 Senior Notes was used to pay down $200.0 million of the RBL Credit Agreement balance (collectively, the “Financing Transactions”).

 

 

 

 

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

 

The historical financial statements of BKV and the unaudited books and records of the Target have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give effect to the Bedrock Acquisition, the Purchase Consideration Transactions, and the Financing Transactions. The unaudited pro forma condensed combined financial information includes adjustments to account for the Bedrock Acquisition and the Purchase Consideration Transactions in accordance with U.S. GAAP as of the dates indicated (collectively, the “Acquisition Accounting Adjustments”). The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025, gives effect to the Bedrock Acquisition and the Purchase Consideration Transactions as if they had occurred on January 1, 2024. The unaudited pro forma adjustments are based upon available information and certain assumptions that BKV’s management believes are reasonable.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with the following:

 

·The Company’s Current Report on Form 8-K filed on October 1, 2025;

 

·The accompanying notes to the unaudited pro forma condensed combined financial information; and

 

·The unaudited consolidated financial statements of BKV as of and for the nine months ended September 30, 2025 and the related notes, included in BKV’s Form 10-Q filed on November 10, 2025.

 

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2025, has been prepared for illustrative purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Bedrock Acquisition occurred as of the dates indicated. The unaudited pro forma condensed combined statement of operations also should not be considered indicative of the future results of operations or financial position of BKV. An unaudited pro forma condensed combined balance sheet of the Company is not presented as of September 30, 2025, as the Company’s condensed consolidated balance sheet as of September 30, 2025 already reflects the consummated Bedrock Acquisition.

 

 

 

 

BKV Corporation

Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2025

(In thousands, except per share amounts)

(Unaudited)

 

   BKV
Corporation
   Bedrock
Energy
Partners,
LLC
(Through
Acquisition
Date)
   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  $608,290   $   $97,063(a)  $   $705,353 
Natural gas       55,663    (55,663)(a)        
Natural gas liquids       39,218    (39,218)(a)        
Oil       2,182    (2,182)(a)        
Midstream revenues   8,092                8,092 
Derivative gains, net   34,907        8,132(a)       43,039 
Marketing revenues   9,507                9,507 
Section 45Q tax credits   9,621                9,621 
Related party revenues   1,298                1,298 
Other   7,007    199            7,206 
Total revenues and other operating income   678,722    97,262    8,132        784,116 
Operating expenses                         
Lease operating and workover   106,151        30,996(a)       137,147 
Lease operating expense       29,269    (29,269)(a)        
Workover expense       1,727    (1,727)(a)        
Taxes other than income   35,269        6,288(a)       41,557 
Production taxes       4,956    (4,956)(a)        
Ad valorem taxes       1,332    (1,332)(a)        
Gathering and transportation   180,641        23,469(a)       204,110 
Gas gathering, transportation, marketing, and procurement       23,469    (23,469)(a)        
Depreciation, depletion, amortization, and accretion   115,896        17,304(a)   4,660(b)   137,860 
Asset retirement obligation accretion expense       937    (937)(a)        
Depreciation, depletion, and amortization       16,367    (16,367)(a)        
General and administrative   86,509    11,778    90(a)       98,377 
Incentive unit compensation       90    (90)(a)        
Other   37,265                37,265 
Total operating expenses   561,731    89,925        4,660    656,316 
Income (loss) from operations   116,991    7,337    8,132    (4,660)   127,800 
Other income (expense)                         
Earnings from equity affiliate   20,553                20,553 
Interest expense   (16,985)   (12,359)       (7,592)(c)   (36,936)
Interest income   585                585 
Other income (loss)   1,344        (18)(a)       1,326 
Other expense       (18)   18(a)        
Gain on derivative contracts, net       8,132    (8,132)(a)        
Income (loss) before income taxes   122,488    3,092        (12,252)   113,328 
Income tax benefit (expense)   (18,706)   (198)       3,016(d)   (15,888)
Net income (loss)   103,782    2,894        (9,236)   97,440 
Less: net income (loss) attributable to noncontrolling interest   1,026                1,026 
Net income (loss) attributable to BKV  $102,756   $2,894   $   $(9,236)  $96,414 
                          
Net income (loss) per common share attributable to BKV:                         
Basic  $1.20                  $1.06 
Diluted  $1.20                  $1.06 
                          
Weighted average number of common shares outstanding:                         
Basic   84,731            5,215(e)   89,946 
Diluted   84,853            5,215(e)   90,068 

 

 

 (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 for the nine months ended September 30, 2025, and the unaudited books and records of Bedrock Energy Partners, LLC (“Bedrock Partners”) from January 1, 2025, through September 29, 2025.

 

Note 2 - Pro Forma Purchase Price Allocation

 

The Bedrock Acquisition was accounted for as an asset acquisition as the fair value of substantially all the assets acquired were concentrated in a group of similar assets. Transaction costs incurred to acquire the assets, which amounted to $3.8 million, were capitalized and included in the cost basis of the acquired assets. The Company expects to complete the purchase price assessment by December 31, 2025, which is when the remainder of the purchase price consideration of approximately $53.1 million, subject to customary adjustment, is due. The stock consideration paid to Seller for the Bedrock Acquisition was valued at $124.3 million on the date of issuance (at closing) resulting in an aggregate value of consideration paid (or to be paid) to the Seller of $397.7 million, subject to customary adjustments, including, but not limited to estimated fair value of assets acquired and liabilities assumed. This purchase price allocation is reflected in the condensed consolidated balance sheet of BKV Corporation’s Quarterly Report on Form 10-Q as of September 30, 2025, as filed November 10, 2025.

 

Below is a reconciliation of the assets acquired and liabilities assumed (in thousands):

 

Consideration:    
Cash  $269,658 
Capitalized transaction costs  $3,761 
Shares of BKV Corporation's common stock   5,233,957 
BKV common stock price  $23.74 
Total stock consideration  $124,254 
Total consideration  $397,673 
Assets acquired and liabilities assumed     
Accounts receivable, net  $15,324 
Commodity derivative assets, current   10,508 
Developed properties   394,934 
Commodity derivative assets   12,839 
Other noncurrent assets   6,392 
Accounts payable and accrued liabilities   (13,416)
Commodity derivative liabilities, current   (2,636)
Other current liabilities   (134)
Asset retirement obligations   (19,746)
Other noncurrent liabilities   (6,392)
Total net assets acquired  $397,673 

 

 

 

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 the Company’s presentation:

 

Pro Forma Statement of Operations for the Nine Months Ended September 30, 2025

 

·Reclassification of $55.7 million from natural gas, $39.2 million from natural gas liquids, and $2.2 million from oil to natural gas, NGL, and oil sales;

 

·Reclassification of $8.1 million from gain on derivative contracts, net in other income (expense) to derivative gains, net in total other revenues and other operating income;

 

·Reclassification of $29.3 million from lease operating expense and $1.7 million from workover expense to lease operating and workover;

 

·Reclassification of $5.0 million from production taxes and $1.3 million from ad valorem taxes to taxes other than income;

 

·Reclassification of $23.5 million from gas gathering, transportation, marketing, and procurement to gathering and transportation;

 

·Reclassification of $16.4 million from depreciation, depletion, and amortization and $0.9 million from asset retirement obligation accretion expenses to depreciation, depletion, amortization, and accretion;

 

·Reclassification of a nominal amount of incentive unit compensation to general and administrative; and

 

·Reclassification of a nominal amount from other expense to other income (loss).

 

Pro Forma Statement of Operations for the Nine Months Ended September 30, 2025

 

(b) Reflects the pro forma adjustments to record the depletion and accretion expenses calculated in accordance with BKV Corporation’s depletion rate.

 

(c) Increase of $7.6 million was comprised of (i) $28.1 million interest expense, including amortization of debt issuance costs, on BKV's $500 million 5-year senior notes with a weighted average interest rate of 7.50%, and (ii) $2.0 million estimated fees, less (iii) $12.4 million of interest expense on Bedrock Partners' debt that is not part of the Bedrock Acquisition, and (iv) $10.1 million interest expense savings from paying down $200.0 million on the RBL Credit Agreement balance.

 

 

 

(d) Income tax benefit of $3.0 million was comprised of (i) $2.8 million tax benefit impact on the financing and acquisition adjustments using a statutory rate of 23% and (ii) the elimination of $0.2 million of Bedrock Partners' income tax expense.

 

(e) Reflects the September 29, 2025 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 $23.74 per share, for total stock consideration of $124.3 million.

 

Note 4 - Earnings per Share

 

Basic net income attributable to BKV per common share for each period is calculated by dividing net income attributable to BKV by the basic weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated by dividing net income 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 per common share attributable to BKV for the nine months ended September 30, 2025:

 

   Historical   Pro Forma 
(in thousands, except per share amounts)  Nine Months
Ended
September 30,
2025
   Nine Months
Ended
September 30,
2025
 
Net income attributable to BKV  $102,756   $96,414 
Accretion of Class B Units to redemption value   (818)   (818)
Net income including accretion of Class B Units to redemption value  $101,938   $95,596 
           
Basic weighted average common shares outstanding   84,731    89,946 
Add: dilutive effect of TRSUs   122    122 
Add: dilutive effect of PRSUs        
Diluted weighted average of common shares outstanding   84,853    90,068 
Weighted average number of outstanding securities excluded from the calculation of diluted loss per share          
TRSUs        
PRSUs        
           
Net income per common share attributable to BKV:          
Basic  $1.20   $1.06 
Diluted  $1.20   $1.06