BKV Corp
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
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Sep 30, 2025 · Filed Nov 10, 2025
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Item 2. Results of Operations
Comparison of the Three Months Ended September 30, 2025 and 2024
Operating Revenues and Operating Income
Our operating revenues and other income from operations include the activity from the sale of natural gas, NGLs, and oil, midstream revenues, gains and losses on our derivative contracts, marketing revenues, Section 45Q tax credits, related party revenues, and other income from operations. The following table provides information on our revenues and other operating income for the periods presented:
| Three Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|
| (in thousands, other than percentages) · 2025 · 2024 · $ Change · % Change | |||||||
| Revenues | |||||||
| Natural gas revenues | $150,933 | $87,878 | $63,055 | 72% | |||
| NGL revenues | 39,773 | 37,489 | 2,284 | 6% | |||
| Oil revenues | 1,729 | 1,585 | 144 | 9% | |||
| Midstream revenues | 2,582 | 2,662 | (80) | (3)% | |||
| Derivative gains, net | 74,890 | 35,308 | 39,582 | * | |||
| Marketing revenues | 1,650 | 1,738 | (88) | (5)% | |||
| Section 45Q tax credits | 3,740 | 4,281 | (541) | (13)% | |||
| Related party revenues | 447 | 426 | 21 | 5% | |||
| Other | 2,114 | 1,720 | 394 | 23% | |||
| Total revenues and other operating income | $277,858 | $173,087 | |||||
| *Percentage not meaningful | |||||||
Natural Gas Revenues
Our natural gas revenues increased by approximately$63.1 million, or 72%, to$150.9 million for the three months ended September 30, 2025, from$87.9 million for the three months ended September 30, 2024. The impact of commodity price increases, excluding the effect of derivative settlements, provided a$55.4 million increase in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes). Theincrease was also due to higher production volumes during the three months ended September 30, 2025, which accounted for a$7.7 million increasein period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price).
NGL Revenues
Our NGL revenues increased by approximately$2.3 million, or 6%, to$39.8 million for the three months ended September 30, 2025, from$37.5 million for the three months ended September 30, 2024. Theincrease was due to slightly higher production volumes during the three months ended September 30, 2025, which accounted for a$3.0 million increasein period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price). The increase was slightly offset by commodity price decreases, excluding the effect of derivative settlements, which accounted for a$0.7 million decrease in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes).
Oil Revenues
Our oil revenues increased by approximately$0.1 million, or 9%, to$1.7 million for the three months ended September 30, 2025, from$1.6 million for the three months ended September 30, 2024. Theincrease was primarily due tohigher production volumes during thethree months ended September 30, 2025, which accounted for a $0.4 million increase in period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price). Theincrease was offset bythe impactof commodity price decreases, excluding the effect of derivative settlements, which accounted for a $0.3 million decrease in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes).
Midstream Revenues
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Our midstream revenues decreased by approximately $0.1 million, or 3%, to $2.6 million for thethree months ended September 30, 2025, from $2.7 million for thethree months ended September 30, 2024, which is consistent period-over-period.
Derivative Gains, Net
For the three months ended September 30, 2025, we had net realized and unrealized gains on derivative contracts of$74.9 million compared to$35.3 million for the same period in 2024. Theincrease in gains for thethree months ended September 30, 2025, was primarily attributable to our open derivative positions, which were in more of an unrealized gain position of $55.2 million compared toan unrealized loss position of$3.0 million for the same period in 2024. The increase in unrealized gains for the current period primarily reflects decreases in the forward curve of natural gas prices between quarters, whereas unrealized losses the prior year period reflected minimal increases in forward natural gas prices between quarters. The increased gains on our derivative contracts were offset by a decrease in realized gains of $18.7 million to$19.7 million for thethree months ended September 30, 2025 compared to realized gains of$38.3 million in the same period in 2024, which weredue to higher natural gas prices settled in the current period compared to the same period in the prior year.
Marketing Revenues
Our marketing revenues were $1.7 million for both thethree months ended September 30, 2025 and 2024. Our marketing revenues are derived under our marketing agreement with a third party pursuant to which we receive a fixed percentage of all net income realized in the resale of our and other producers’ hydrocarbons.
Section 45Q Tax Credits
Our Section 45Q tax credits decreased by approximately $0.5 million, or 13%, to $3.7 million during the three months ended September 30, 2025, from $4.3 million during the three months ended September 30, 2024. Our Section 45Q tax credits relate to CO 2 waste sequestration activities under our Barnett Zero Project. The period-over-period decrease was due to lower volumes of CO 2 waste sequestered in 2025, reflecting routine fluctuations in activity levels that occur as part of our normal operations.
Related Party Revenues
Our related party revenues were $0.4 million for both the three months ended September 30, 2025 and 2024, which was consistent period-over-period. Related party revenues represent fees earned for services provided to BKV-BPP Power under the Administrative Services Agreement.
Other Revenues
Other revenues includes the sale of third-party natural gas, offset by a loss on the sale of assets, which was $2.6 million and $0.5 million, respectively for the three months ended September 30, 2025. This is compared to $1.7 million of third-party gas sold during the three months ended September 30, 2024, which increased from 2024 due to an increase in natural gas prices.
Operating Expenses
Our operating expenses reflect costs incurred in the development, production, and sale of natural gas, NGLs, and oil. The following table provides information on our operating expenses:
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| Three Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, other than percentages and average costs) · 2025 · 2024 · $ Change · % Change | ||||||||
| Operating expenses | ||||||||
| Lease operating and workover | $36,920 | $33,588 | $3,332 | 10% | ||||
| Taxes other than income | 11,643 | 10,688 | 955 | 9% | ||||
| Gathering and transportation costs | 61,822 | 54,705 | 7,117 | 13% | ||||
| Depreciation, depletion, amortization, and accretion | 37,882 | 57,366 | (19,484) | (34)% | ||||
| General and administrative | 30,736 | 33,602 | (2,866) | (9)% | ||||
| Other | 16,559 | 4,126 | 12,433 | * | ||||
| Total operating expense | $195,562 | $194,075 | ||||||
| Per Unit Operating Costs ($/Mcfe) | ||||||||
| Lease operating and workover | $0.49 | $0.48 | $0.01 | 2% | ||||
| Taxes other than income | 0.15 | 0.15 | — | 0% | ||||
| Gathering and transportation costs | 0.81 | 0.78 | 0.03 | 4% | ||||
| Depreciation, depletion, amortization, and accretion | 0.50 | 0.82 | (0.32) | (39)% | ||||
| General and administrative | 0.40 | 0.48 | (0.08) | (17)% | ||||
| Other | 0.22 | 0.06 | 0.16 | * | ||||
| Total | $2.57 | $2.77 | ||||||
| *Percentage not meaningful | ||||||||
Lease Operating and Workover
The following table summarizes our components of lease operating expenses for the periods presented:
| Three Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 · 2024 · $ Change · % Change | ||||||
| (in thousands, other than percentages and average costs) · Amount · Per Mcfe · Amount · Per Mcfe | ||||||
| Lease operating expenses | $34,760 | $0.46 | $32,800 | $0.47 | $1,960 | 6% |
| Workover expenses | 2,160 | 0.03 | 788 | 0.01 | 1,372 | * |
| Total lease operating and workover expense | $36,920 | $0.49 | $33,588 | $0.48 | $3,332 | 10% |
Lease operating and workover expenses were $36.9 million, or $0.49 per Mcfe, for thethree months ended September 30, 2025, which wasan increase of approximately$3.3 million, or 10%, from thethree months ended September 30, 2024, of $33.6 million, or $0.48 per Mcfe. Lease operating expenses during thethree months ended September 30, 2025, compared to the same period in 2024, were due to increased project activity with our Pad of the Future program, disposal costs, compressor movement, and fracking offsets.
Taxes Other Than Income
Taxes other than income were $11.6 million, or $0.15 per Mcfe, for the three months ended September 30, 2025, which was an increase of approximately $1.0 million, or 9%, from $10.7 million, or $0.15 per Mcfe, for the three months ended September 30, 2024. The increase in taxes other than income during the three months ended September 30, 2025, compared to 2024, was due to increases in production taxes of $2.9 million in the Barnett. This was offset by decreases in ad valorem and property taxes associated with our operations in the Barnett and NEPA of $2.2 million and $0.3 million, respectively. Certain ad valorem and production taxes are not applicable to our NEPA properties.
Gathering and Transportation
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Gathering and transportation expenses in the Barnett were$61.8 million, or$0.81 per Mcfe, for thethree months ended September 30, 2025, which wasan increase of approximately$7.1 million, or 13%, from$54.7 million, or$0.78 per Mcfe, for thethree months ended September 30, 2024. This increase was primarily driven by natural gas and NGL production increases of $5.3 million, and $1.3 million, respectively, and increased natural gas and NGL rate of $0.8 million and $0.1 million, respectively. This was offset by a decrease in the gathering costs on our outsourced contracts with our midstream business of $0.4 million.
Depreciation, Depletion, Amortization, and Accretion
Depreciation, depletion, amortization, and accretion was $37.9 million, or $0.50 per Mcfe, for thethree months ended September 30, 2025, which was a decrease of approximately $19.5 million, or 34%, from $57.4 million, or $0.82 per Mcfe, for thethree months ended September 30, 2024. The decrease in depreciation, depletion, amortization, and accretion during thethree months ended September 30, 2025, compared to thethree months ended September 30, 2024, was primarily due to a depletion rate adjustment in 2025, which was driven by higher reserves.
General and Administrative
General and administrative expenses were $30.7 million, or $0.40 per Mcfe, for the three months ended September 30, 2025, which was a decrease of approximately $2.9 million, or 9%, from $33.6 million, or $0.48 per Mcfe, for the three months ended September 30, 2024. The decrease was primarily driven by the reduction of employee-based compensation of $7.7 million. The three months ended September 30, 2024, included $10.6 million of TRSU stock compensation expense under the 2021 Plan post-IPO, partially offset by $2.9 million of stock compensation expense incurred during the three months ended September 30, 2025, under the 2024 Plan. Slightly offsetting the overall decrease were period-over-period increases in labor and contracting expenses and consulting fees of $2.6 million and $2.2 million, respectively.
Other Operating Expenses
Other operating expenses were $16.6 million, or $0.22 per Mcfe, for thethree months ended September 30, 2025, which was an increase of approximately $12.4 million, from $4.1 million, or $0.06 per Mcfe, for thethree months ended September 30, 2024. The increase in other operating expenses during thethree months ended September 30, 2025, compared to the same period in 2024, was primarily due to $5.6 million in an enterprise resource planning system write-off, $3.8 million in integration costs from the Bedrock Acquisition, a $1.3 million increase in third-party natural gas purchases due to increased volumes and natural gas prices, and $1.1 million in transaction costs related to the BKV-BPP Power Joint Venture Transaction.
Other Income (Expense)
Gains on contingent consideration liabilities. For the three months ended September 30, 2024, we recognized a gain on contingent consideration liabilities accruing as an earnout obligation under the purchase agreements executed in connection with the Devon Barnett Acquisition and the Exxon Barnett Acquisition. The gain on contingent consideration liabilities was$3.9 million for the three months ended September 30, 2024, and consisted of a gain of$3.9 million and a negligible gain from the Devon Barnett Acquisition and the Exxon Barnett Acquisition, respectively. The contingent considerations under these purchase agreements expired in 2024.
Earnings from equity affiliate. Earnings from our equity affiliate were $21.1 million for thethree months ended September 30, 2025, which was a decrease of $29.5 million, from $50.6 million ofearnings from our equity affiliate during thethree months ended September 30, 2024. Earnings from our equity affiliate are related to our investment in, and our proportionate share in the income or losses of the BKV-BPP Power Joint Venture.
Interest expense. Interest expense was$6.5 million for thethree months ended September 30, 2025, which was a decrease of$2.7 million, from$9.2 million for the three months ended September 30, 2024. The decrease in interest expense during the three months ended September 30, 2025, was primarily due to lower principal outstanding on our RBL Credit Facility during thethree months ended September 30, 2025, compared to thethree months ended September 30, 2024.
Interest expense, related party. Interest expense from our related party borrowings with BNAC was$1.3 million for thethree months ended September 30, 2024, whichwas repaid in September 2024.
Interest income. Interest income was$0.3 million for the three months ended September 30, 2025, which was an increase of $0.1 million, from $0.2 million for the three months ended September 30, 2024.
Income tax benefit (expense). For the three months ended September 30, 2025, we had an income tax expense of $20.0 million, which was a change of $8.7 million from a $11.3 million income tax expense for the three months ended September 30,
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- The period-over period change was primarily due to a higher pre-tax income for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.
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Results of Operations
Comparison of the Nine Months Ended September 30, 2025 and 2024
Operating Revenues and Operating Income
Our operating revenues and other income from operations include revenues from the sale of natural gas, NGLs, and oil, midstream revenues, gains and losses on our derivative contracts and on the sale of our business, marketing revenues, Section 45Q tax credits, related party revenues, and other income from operations. The following table provides information on our revenues and other operating income for the periods presented:
| Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|
| (in thousands, other than percentages) · 2025 · 2024 · $ Change · % Change | |||||||
| Revenues | |||||||
| Natural gas revenues | $474,478 | $267,053 | $207,425 | 78% | |||
| NGL revenues | 126,086 | 122,121 | 3,965 | 3% | |||
| Oil revenues | 7,726 | 5,319 | 2,407 | 45% | |||
| Midstream revenues | 8,092 | 10,168 | (2,076) | (20)% | |||
| Derivative gains, net | 34,907 | 24,143 | 10,764 | 45% | |||
| Marketing revenues | 9,507 | 8,705 | 802 | 9% | |||
| Gain on sale of business | — | 5,968 | (5,968) | (100)% | |||
| Section 45Q tax credits | 9,621 | 10,254 | (633) | (6)% | |||
| Related party revenues | 1,298 | 2,629 | (1,331) | (51)% | |||
| Other | 7,007 | 4,839 | 2,168 | 45% | |||
| Total revenues and other operating income | $678,722 | $461,199 | |||||
Natural Gas Revenues
Our natural gas revenues increased by approximately $207.4 million, or 78% to $474.5 million for the nine months ended September 30, 2025, from $267.1 million for the nine months ended September 30, 2024. The impact of commodity price increases, excluding the effect of derivative settlements, provided a $206.6 million increase in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes). Theincrease was also due to slightly higher production volumes during the nine months ended September 30, 2025, which accounted for a$0.8 million increase in period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price).
NGL Revenues
Our NGL revenues increased by approximately$4.0 million, or 3% to$126.1 million for thenine months ended September 30, 2025, from$122.1 million for thenine months ended September 30, 2024. The increase was due to the impact of commodity price increases, excluding the effect of derivative settlements, which accounted for a $2.6 million increase in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes). The increase was also due tohigher production volumes during the nine months ended September 30, 2025, which accounted for a$1.4 million increase in period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price).
Oil Revenues
Our oil revenues increased by approximately$2.4 million, or 45%, to$7.7 million for thenine months ended September 30, 2025, from$5.3 million for thenine months ended September 30, 2024. Theincrease was due to higher production volumes during the nine months ended September 30, 2025, which accounted for a$3.6 million increase in period-over-period revenues(calculated as the change in period-to-period volumes times the prior period average price). The increase was offset by the impact of commodity price decreases, excluding the effect of derivative settlements, which accounted for a$1.2 million decrease in period-over-period revenues(calculated as the change in the period-to-period average price times current period production volumes).
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Midstream Revenues
Our midstream revenues decreased by approximately $2.1 million, or 20%, to $8.1 million for the nine months ended September 30, 2025, from $10.2 million for the nine months ended September 30, 2024. This decrease was primarily due to the divestiture of Chaffee of $2.0 million as we sold our Repsol Midstream Interest in connection with this sale.
Derivative Gains, Net
For thenine months ended September 30, 2025, we had net realized and unrealized gains on derivative contracts of$34.9 million, compared to$24.1 million for the same period in 2024. Theincrease in gains for the nine months ended September 30, 2025, was primarily attributable to our open derivative positions, which were in more of an unrealized gain position of $24.1 million, compared toan unrealized loss position of$82.1 million for the same period in 2024. The increase in unrealized gains for the current period primarily reflects decreases in the forward curve of natural gas prices relative to December 31, 2024, whereas the prior year period reflected increases in future natural gas prices compared to December 31, 2023. Offsetting the unrealized gains for thenine months ended September 30, 2025, were the purchase of put options in the first quarter of 2025, limiting our 2026/2027 pricing downside. Included in the unrealized losses for thenine months ended September 30, 2024, were the sale of call options in January 2024, which limited our 2026/2027 pricing upside. The increased gains on our derivative contracts were offset by a decrease in realized gains of $95.5 million to$10.8 million for the nine months ended September 30, 2025, compared to realized gains of$106.3 million in the same period in 2024, which weredue to higher natural gas prices settled in the current period compared to the same period in the prior year.
Marketing Revenues
Our marketing revenues increased by approximately $0.8 million, or 9%, to $9.5 million for the nine months ended September 30, 2025, from $8.7 million for the nine months ended September 30, 2024. Our marketing revenues are derived under our marketing agreement with a third party pursuant to which we receive a fixed percentage of all net income realized in the resale of our and other producers’ hydrocarbons. The increase in marketing revenues during thenine months ended September 30, 2025, was primarily due to a higher pricing environment compared to the same period in 2024.
Gain on Sale of Business
During the nine months ended September 30, 2024, we sold our wholly-owned subsidiary, Chaffee for $103.2 million, net of third-party transaction costs. The assets sold had an approximate carrying value of $97.3 million, which resulted in a gain on the sale of Chaffee of $6.0 million.
Section 45Q Tax Credits
Our Section 45Q tax credits decreased by approximately $0.6 million, or 6%, to $9.6 million during thenine months ended September 30, 2025, from$10.3 million during the nine months ended September 30, 2024. Our Section 45Q tax credits related to CO 2 waste sequestration activities under our Barnett Zero Project. The decrease period-over-period was due to less CO 2 waste sequestered in 2025, compared to the prior period from operational maintenance in April and May 2025, and routine fluctuations in activity levels that occur as part of our normal operations.
Related Party Revenues
Our related party revenues were$1.3 million for thenine months ended September 30, 2025, compared to$2.6 million for thenine months ended September 30, 2024. Thedecrease of $1.3 million, or 51%, in related party revenues was due to a decrease in operating fee income with BKV-BPP Power, attributable to lower contracted rates.
Other Revenues
Other revenues includes the gain (loss) on sale assets and the sale of third-party natural gas. Other revenues were $7.0 million for the nine months ended September 30, 2025, compared to $4.8 million for the nine months ended September 30, 2024. The period-over-period increase was due to an increase in third-party gas of $4.8 million, offset by the loss on sale of assets of 1.7 million in during the nine months ended September 30, 2025, compared to a gain on sale of assets of $0.8 million during the nine months ended September 30, 2024.
Operating Expenses
Our operating expenses reflect costs incurred in the development, production and sale of natural gas, NGLs, and oil. The following table provides information on our operating expenses:
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| Nine Months Ended September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands, other than percentages and average costs) · 2025 · 2024 · $ Change · % Change | ||||||||
| Operating expenses | ||||||||
| Lease operating and workover | $106,151 | $102,228 | $3,923 | 4% | ||||
| Taxes other than income | 35,269 | 31,903 | 3,366 | 11% | ||||
| Gathering and transportation costs | 180,641 | 167,810 | 12,831 | 8% | ||||
| Depreciation, depletion, amortization, and accretion | 115,896 | 168,845 | (52,949) | (31)% | ||||
| General and administrative | 86,509 | 73,543 | 12,966 | 18% | ||||
| Other | 37,265 | 15,402 | 21,863 | * | ||||
| Total operating expense | $561,731 | $559,731 | ||||||
| Per Unit Operating Costs ($/Mcfe) | ||||||||
| Lease operating and workover | $0.49 | $0.47 | $0.02 | 4% | ||||
| Taxes other than income | 0.16 | 0.15 | 0.01 | 7% | ||||
| Gathering and transportation costs | 0.83 | 0.77 | 0.06 | 8% | ||||
| Depreciation, depletion, amortization, and accretion | 0.53 | 0.78 | (0.25) | (32)% | ||||
| General and administrative | 0.40 | 0.34 | 0.06 | 18% | ||||
| Other | 0.17 | 0.07 | 0.10 | * | ||||
| Total | $2.58 | $2.58 | ||||||
| *Percentage not meaningful | ||||||||
Lease Operating and Workover
The following table summarizes our components of lease operating expenses for the periods presented:
| Nine Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 · 2024 · $ Change · % Change | ||||||
| (in thousands, other than percentages and average costs) · Amount · Per Mcfe · Amount · Per Mcfe | ||||||
| Lease operating expenses | $101,112 | $0.46 | $98,151 | $0.45 | $2,961 | 3% |
| Workover expenses | 5,039 | 0.03 | 4,077 | 0.02 | 962 | 24% |
| Total lease operating and workover expense | $106,151 | $0.49 | $102,228 | $0.47 | $3,923 | 4% |
Lease operating and workover expenses were $106.2 million, or $0.49 per Mcfe, for the nine months ended September 30, 2025, which was an increase of approximately $3.9 million, or 4%, from $102.2 million, or $0.47 per Mcfe, for the nine months ended September 30, 2024. The increase in lease operating andworkover expenses during the nine months ended September 30, 2025, compared to the same period in 2024 was due to our Pad of the Future program and increased project activity in 2025 of $3.3 million and vehicle expenses of $0.8 million. In addition, during thenine months ended September 30, 2024, we received a credit of $1.5 million for a water sharing agreement that related to 2023. This was offset by decreases in compression and water expenses of $1.5 million and timing of inspection fees of $0.3 million during thenine months ended September 30, 2025 compared to 2024.
Taxes Other Than Income
Taxes other than income were $35.3 million, or $0.16 per Mcfe, for the nine months ended September 30, 2025, which was an increase of approximately $3.4 million, or 11%, from $31.9 million, or $0.15 per Mcfe, for the nine months ended September 30, 2024. The increase in taxes other than income during the nine months ended September 30, 2025, compared to 2024, was due to increases in production taxes of $11.1 million in the Barnett. This was offset by decreases in ad valorem and property taxes
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associated with our operations in the Barnett and NEPA of $7.0 million and $0.7 million, respectively. Certain ad valorem and production taxes are not applicable to our NEPA properties.
Gathering and Transportation
Gathering and transportation expenses were $180.6 million, or$0.83 per Mcfe, for the nine months ended September 30, 2025, which was an increase of approximately $12.8 million, or 8%, from $167.8 million, or $0.77 per Mcfe, for the nine months ended September 30, 2024. This increase was primarily driven by natural gas and NGL rate increases of $6.0 million and $1.4 million, respectively, and increased natural gas and NGL production of $5.7 million and $0.6 million, respectively. This was offset by a decrease in gathering costs associated with our midstream business of $0.9 million.
Depreciation, Depletion, Amortization, and Accretion
Depreciation, depletion, amortization, and accretion was $115.9 million, or $0.53 per Mcfe, for the nine months ended September 30, 2025, which was a decrease of approximately $52.9 million, or 31%, from $168.8 million, or $0.78 per Mcfe, for the nine months ended September 30, 2024. The decrease in depreciation, depletion, amortization, and accretion during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, was primarily due to a depletion rate adjustment in 2025, which was driven by higher reserves.
General and Administrative
General and administrative expenses were $86.5 million, or $0.40 per Mcfe, for the nine months ended September 30, 2025, which was an increaseof approximately$13.0 million, or 18%, from$73.5 million, or$0.34 per Mcfe, for thenine months ended September 30, 2024. The increase in general and administrative expenses during thenine months ended September 30, 2025, compared to thenine months ended September 30, 2024, was due to increases from Company-wide growth initiatives of $7.0 million in consulting and information technology-related expenses, $3.7 million in contract labor, employee-based compensation, and employee expenses, and $2.3 million in severance costs.
Other Operating Expenses
Other operating expenses were $37.3 million, or $0.17 per Mcfe, for the nine months ended September 30, 2025, which was an increase of approximately $21.9 million, from $15.4 million, or $0.07 per Mcfe, for the nine months ended September 30, 2024. The increase in other operating expenses during the nine months ended September 30, 2025, compared to the same period in 2024 was due to $5.6 million in an enterprise resource planning system write-off, an increase of $5.0 million in gas purchases due to increased volumes and natural gas prices, $3.8 million in integration costs from the Bedrock Acquisition, $3.1 million of costs related to the CCUS equity raise, $2.4 million in CCUS transaction fees,$2.2 million of a deficiency payment incurred under our minimum volume commitments on our midstream pipeline,$1.5 million in project write-offs, $1.4 million in legal settlements and $1.1 million in transaction costs related to the BKV-BPP Power Joint Venture Transaction. This was offset by $5.0 million of accrued waste emissions costs established by the Inflation Reduction Act recognized during thenine months ended September 30, 2024, which were not accrued in 2025 due to the impacts of the new Trump Administration.
Other Income (Expense)
Gains on contingent consideration liabilities. For thenine months ended September 30, 2024, we recognized again on contingent consideration liabilities accruing as an earnout obligation under the purchase agreements executed in connection with the Devon Barnett Acquisition and the Exxon Barnett Acquisition. The gain on contingent consideration liabilities was$10.0 millionfor thenine months ended September 30, 2024, and consisted ofa gain of$7.8 million and a gain of$2.2 million from the Devon Barnett Acquisition and the Exxon Barnett Acquisition, respectively. The contingent considerations under these purchase agreements expired in 2024.
Earnings from equity affiliate. Earnings from our equity affiliate was $20.6 million for the nine months ended September 30, 2025, which was a decrease in earnings of $7.0 million, from $27.6 million for the nine months ended September 30, 2024. Earnings from our equity affiliate is related to our investment in, and our proportionate share in the income or losses of the Power Joint Venture.
Interest expense. Interest expense was$17.0 million for the nine months ended September 30, 2025, which was a decrease of$23.5 million, from$40.4 million for the nine months ended September 30, 2024. The decrease in interest expense during the nine months ended September 30, 2025 was primarily due to lower interest rates and a lower outstanding balance on our RBL Credit Facility, which we entered into on June 11, 2024, and subsequently paid down the outstanding balances on our SCB Credit Facility, the Revolving Credit Agreement, and the Term Loan Credit Agreement, which incurred higher interest rates.
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Interest expense, related party. Interest expense from our related party borrowings with BNAC was$5.2 million for thenine months ended September 30, 2024, which was repaid in September 2024.
Interest income. Interest income was$0.6 million for thenine months ended September 30, 2025, which was a decrease of $3.0 million, from $3.6 million for thenine months ended September 30, 2024. The decrease was due to the cessation of interest earned on restricted cash following the repayment of the Term Loan Agreement in June 2024, which had previously funded the debt service reserve account.
Income tax benefit (expense). For thenine months ended September 30, 2025, we had an income tax expense of $18.7 million, which was a change of $48.8 million, from $30.1 million income tax benefit for thenine months ended September 30, 2024. The period-over-period change was primarily due to a pre-tax income for thenine months ended September 30, 2025, compared to a pre-tax loss for thenine months ended September 30, 2024.
Liquidity and Capital Resources
Capital Commitments
Our primary needs for cash are to fund our upstream development, midstream, power, and CCUS activities, fund operations and capital expenditures, acquisitions, and asset retirement obligations, cover any debt interest or minimum volume commitment obligations, pay down debt, and return capital to stockholders. Our primary use of cash during thenine months ended September 30, 2025, was to fund the Bedrock Acquisition and the development of our natural gas properties. Our primary use of cash during thenine months ended September 30, 2024, was to fund the development of our natural gas properties.
During thenine months ended September 30, 2025 and 2024, cash paid for capital expenditures was $209.0 million and $52.8 million, respectively. Our 2025 full year estimated accrued capital expenditures remain consistent at approximately $290 million to $350 million. Capital expenditures for our operated properties are largely discretionary and within our control. We could choose to defer a portion of these planned capital expenditures depending on a variety of factors, including, but not limited to, the success of our drilling activities, prevailing and anticipated prices for natural gas and NGLs, the availability of equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, seasonal conditions, drilling and acquisition costs, and the level of participation by other interest owners. We will continue to monitor commodity prices and overall market conditions and can adjust our rig cadence up or down in response to changes in commodity prices and overall market conditions.
Capital Resources
Historically, our primary sources of capital and liquidity have consisted of internally generated cash flows from operations, together with loans and capital contributions from our majority stockholder, BNAC. We also enter into financial instruments to reduce the impact of commodity price volatility and provide a level of certainty and stability around cash flows. We currently believe that our cash flows from operations, cash on hand, borrowings under our RBL Credit Agreement and 2030 Senior Notes, and our commodity hedges in place will provide sufficient liquidity to fund our operations and our capital expenditures for the remainder of 2025, excluding our CCUS business. We expect to fund the majority of our CCUS business from a variety of external sources, including contributions from our joint ventures with the Class B Member and BPPUS, project-based equity partnerships, debt financing, and federal grants, with the remaining capital needs being funded with cash flows from operations.
The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024 (in thousands):
| Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Net cash provided by operating activities | $173,318 | $74,776 |
| Net cash provided by (used in) investing activities | (435,043) | 80,629 |
| Net cash provided by (used in) financing activities | 329,972 | (289,156) |
| Net increase (decrease) in cash, cash equivalents, and restricted cash | $68,247 | $(133,751) |
Cash flows provided by operating activities. Net cash provided by operating activities was $173.3 million for the nine months ended September 30, 2025, compared to $74.8 million for thenine months ended September 30, 2024. Net cash provided by operating activities increased during the nine months ended September 30, 2025, compared to thenine months ended September 30, 2024 due to a $68.0 million increase in income from operations (excluding net unrealized gains (losses), depreciation, depletion, amortization, and accretion, and equity-based compensation), resulting from higher natural gas prices in
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2025 compared to 2024, a $40.7 million decrease in cash paid for interest, a $28.4 million increase in working capital, and a $3.5 million decrease in transaction costs from the sale of business assets paid over the same period. These increases were offset by $23.5 million of cash received in January 2024 for the sale of call options, $16.2 million of cash paid in February 2025 for the purchase of put options, and $3.0 million of lower interest income.
Operating cash flow fluctuations are substantially driven by realized commodity prices, production volumes, and operating expenses. Prices for natural gas and NGLs have historically been volatile, primarily as a result of supply and demand, pipeline infrastructure constraints, basis differentials, inventory storage levels, and seasonal influences. We are unable to predict future commodity prices and therefore cannot provide assurance about future levels of cash provided by operating activities.
Cash flows provided by (used in) investing activities. Net cash used in investing activities was $435.0 million for the nine months ended September 30, 2025, compared to net cash provided by investing activities of $80.6 million for the nine months ended September 30, 2024. The change was due to $220.3 million of cash paid in the Bedrock Acquisition, $140.5 million increase in capital expenditures (excluding CCUS activities), $15.7 million increase in CCUS expenditures, and $15.0 million deposit paid to secure a fixed asset purchase during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. This was offset by a $5.2 million increase in proceeds from the sales of assets and $2.1 million of cash acquired in consolidation of BKV-BPP Cotton Cove over the same period. Contributing to the cash inflow during the nine months ended September 30, 2024, were total proceeds of $131.7 million from the sale of Chaffee and Chelsea.
The following table presents our capital expenditures (excluding leasehold costs and acquisitions) on an accrual basis for thenine months ended September 30, 2025 and 2024 and reconciles to cash flows used for capital expenditures in the condensed consolidated statements of cash flows.
| Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Total use of cash and cash equivalents for capital expenditures | $(208,969) | $(52,774) |
| Increase in accrued capital expenditures | (7,408) | (4,546) |
| Capital expenditures (accrued) | $(216,377) | $(57,320) |
Cash flows provided by (used in) financing activities. Net cash provided by financing activities was$330.0 million for thenine months ended September 30, 2025, which consisted of $490.0 million in net proceeds from the issuance of the 2030 Senior Notes, $11.0 million of cash contributions from noncontrolling interest, offset by $165.0 million in net payments on the RBL Credit Agreement, $4.4 million in payments of debt issuance costs, and $1.6 million in payments for taxes related to net share settlement of restricted stock units. For thenine months ended September 30, 2024, net cash used in financing activities was $289.2 million, which primarily consisted of $468.0 million of net payments on debt, $53.2 million for taxes paid related to net share settlement of restricted stock units, and payments of $18.3 million for debt issuance costs and debt extinguishment costs. This was offset by net proceeds from the issuance of common stock from our IPO of $253.8 million, after deducting underwriting discounts and commissions.
Working Capital
As of September 30, 2025, we had cash and cash equivalents of$83.1 million, compared to $14.9 million of cash and cash equivalents as of December 31, 2024. Our net working capital deficit was $34.6 million as of September 30, 2025, compared to adeficit of $71.6 million as of December 31, 2024.
Our working capital fluctuates based on the timing of cash collections on accounts receivable and payments on accounts payable. Our collection of receivables has historically been timely, and losses associated with uncollectible receivables have historically not been significant. Furthermore, we expect that our pace of development, production volumes, commodity prices, and differentials to NYMEX pricing for our natural gas and oil production will be the largest variables impacting our working capital.
2030 Senior Notes
On September 26, 2025, we issued in a private placement $500.0 million of 7.50% senior unsecured notes due October 15, 2030 (the "2030 Senior Notes"). The 2030 Senior Notes were issued at par and resulted in proceeds of $490.0 million, after deducting underwriters’ discounts, and commissions. The proceeds were used to repay a portion of the RBL Credit Agreement and fund a portion of the purchase price of the Bedrock Acquisition. In connection with the issuance of the 2030 Senior Notes, we
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recorded debt issuance costs of $13.4 million, which are amortized to interest expense on the condensed consolidated statements of operations over the term of the 2030 Senior Notes.
Interest on the 2030 Senior Notes is payable semi-annually on April 15 and October 15 of each year, commencing on April 15, 2026. The 2030 Senior Notes are guaranteed on a senior unsecured basis by us and all of BKV Upstream Midstream's existing restricted subsidiaries and certain future subsidiaries (collectively, the “BKV Guarantors,” and such guarantees, the “Guarantees”). These Guarantees are full, unconditional, joint, and several among the BKV Guarantors, subject to certain customary release provisions. The indenture governing the 2030 Senior Notes contains customary events of default, as well as cross-default provisions with other indebtedness of the Company and its restricted subsidiaries.
The 2030 Senior Notes and the Guarantees will rank effectively subordinate in right of payment to any secured indebtedness of BKV Upstream Midstream and the BKV Guarantors, including under the RBL Credit Agreement, and other secured obligations BKV Upstream Midstream or the BKV Guarantors incur in the future, to the extent of the value of the assets constituting collateral securing such indebtedness and obligations. The 2030 Senior Notes and the Guarantees will rank senior in right of payment to any of BKV Upstream Midstream and the BKV Guarantors’ subordinated indebtedness. In addition, the 2030 Senior Notes will be structurally subordinated in right of payment to any indebtedness and other liabilities (other than indebtedness and liabilities owed to BKV Upstream Midstream) of BKV Upstream Midstream’s subsidiaries that do not guarantee the 2030 Senior Notes. On or after October 15, 2027, BKV Upstream Midstream may, on any one or more occasions, redeem some or all of its 2030 Senior Notes prior to their maturity at redemption prices plus accrued and unpaid interest as described in the indenture governing the 2030 Senior Notes. Subject to certain conditions, BKV Upstream Midstream may redeem up to 40% of the aggregate principal amount of the 2030 Senior Notes before October 15, 2027, with an amount of cash not greater than the net cash proceeds from certain equity offerings at a redemption price described in the indenture governing the 2030 Senior Notes plus accrued and unpaid interest to, but excluding, the redemption date. In addition, prior to October 15, 2027, the BKV Upstream Midstream may redeem some or all of the 2030 Senior Notes at a price equal to 100% of the principal amount thereof, plus a make-whole premium set forth in this offering memorandum, plus accrued and unpaid interest as described in the indenture governing the 2030 Senior Notes.
RBL Credit Agreement
On June 11, 2024, BKV Corporation, as a guarantor, and BKV Upstream Midstream, as borrower, entered into the RBL Credit Agreement with Citibank, N.A., as the administrative agent, and the financial institutions party thereto. The RBL Credit Agreement includes a maximum credit commitment of $1.5 billion. On September 22, 2025, with the unanimous consent of our credit facility lenders, we amended the RBL Credit Agreement to, among other things, increase the borrowing base by $150.0 million and the elected commitment by $135.0 million upon closing of the Bedrock Acquisition (among other conditions). This amendment constituted a semiannual borrowing base redetermination. As of September 30, 2025, the RBL Credit Agreement had a borrowing base of $1.0 billion, an elected commitment of $800.0 million, and the ability to issue up to $40.0 million in letters of credit. The loans under the RBL Credit Agreement may be borrowed, repaid, and reborrowed during the term of the RBL Credit Agreement. The RBL Credit Agreement will mature on June 12, 2028. The obligations under the RBL Credit Agreement are secured and guaranteed on a secured basis by BKV Upstream Midstream and all of BKV Upstream Midstream’s current and future material restricted subsidiaries. Loans under the RBL Credit Agreement bear interest at one, three, or six-month term SOFR or ABR, as applicable, plus a credit spread adjustment of 0.10% for SOFR borrowings, plus an applicable margin per annum. Interest is payable on the last day of each interest period and at maturity. We are obligated to pay certain fees to the lenders and administrative agent under the RBL Credit Agreement, including commitment fees on the average daily amount of the undrawn portion of the commitments. As of November 10, 2025, zero revolving borrowings and $15.0 million of letters of credit were outstanding under the RBL Credit Agreement, leaving $785.0 million of available capacity thereunder for future borrowings and letters of credit.
The RBL Credit Agreement contains various restrictive covenants that, among other things, limit BKV Upstream Midstream’s ability and the ability of its restricted subsidiaries to, subject to certain exceptions: (i) incur indebtedness; (ii) incur liens; (iii) acquire or merge with any other company; (iv) sell assets or equity interests of their subsidiaries; (v) make investments; (vi) pay dividends or make other restricted payments; (vii) change their lines of business; (viii) enter into certain hedge agreements; (ix) enter into transactions with affiliates; (x) own any subsidiary that is not organized in the United States; (xi) prepay any unsecured senior or subordinated indebtedness; (xii) engage in certain marketing activities; and (xiii) allow, on a net basis, gas imbalances, take-or-pay or other prepayments with respect to their proved oil and gas properties.
The RBL Credit Agreement requires BKV Upstream Midstream and its restricted subsidiaries to always hedge not less than 50% of reasonably anticipated projected production from their proved developed producing reserves for the subsequent 24
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calendar month period immediately following the date financial statements are required to be delivered under the RBL Credit Agreement for each fiscal quarter.
The RBL Credit Agreement also includes financial covenants that require BKV Upstream Midstream to maintain:
on a quarterly basis, a minimum Current Ratio (as defined in the RBL Credit Agreement) of no less than 1.00 to 1.00; and
on a quarterly basis, a Net Leverage Ratio (as defined in the RBL Credit Agreement) of no greater than 3.25 to 1.00.
The RBL Credit Agreement includes customary equity cure rights that will enable us to cure certain breaches of the minimum current ratio covenant or the maximum net leverage ratio covenant (subject to certain limitations in the RBL Credit Agreement).
The RBL Credit Agreement generally includes customary events of default for a reserve-based credit facility, some of which allow for an opportunity to cure. If an event of default relating to bankruptcy or other insolvency events occurs, the revolving loans will immediately become due and payable; if any other event of default exists, the administrative agent or the requisite lenders will be permitted to accelerate the maturity of the revolving loans. The RBL Credit Agreement is secured by substantially all of BKV Upstream Midstream's assets and those of the guarantors, and upon an event of default the agent under the RBL Credit Agreement could commence foreclosure proceedings.
BKV-BPP Power and BKV-BPP Cotton Cove Joint Ventures
Under the terms of the BKV-BPP Power LLC Agreement and BKV-BPP Cotton Cove LLC Agreement, we do not have the ability to unilaterally cause BKV-BPP Power or BKV-BPP Cotton Cove to make distributions. During the nine months ended September 30, 2025 and 2024, no distributions were made by BKV-BPP Power or BKV-BPP Cotton Cove. In addition, we may be required to make additional capital contributions to one or both joint ventures to fund items approved in their respective annual budgets or other matters approved by their respective boards. Such additional capital contributions, which are not subject to any limit on the potential amount required, would reduce the amount of cash otherwise available to us. However, any additional capital contributionsto BKV-BPP Power must be approved by a majority of BKV-BPP Power's ten member board of managers, five of whom are appointed by us and five of whom are appointed by BPPUS. Similarly, any additional capital contributions to BKV-BPP Cotton Cove must receive the unanimous approval of BKV-BPP Cotton Cove, LLC's six member board of managers, four of whom are appointed by us and two of whom are appointed by BPPUS. On June 26, 2025, BKV dCarbon Ventures and BPPUS amended and restated the BKV-BPP Cotton Cove, LLC Agreement whereby on July 9, 2025, BKV dCarbon Ventures contributed $3.3 million to BKV-BPP Cotton Cove, net of $0.1 million of expenditures paid by BKV dCarbon Ventures on behalf of BKV-BPP Cotton Cove, and on July 10, 2025, BPPUS received $5.4 million of its initial capital contribution of $8.6 million from BKV-BPP Cotton Cove. On July 31, 2025, BKV dCarbon Ventures and BPPUS contributed an additional $3.8 million and $3.6 million, respectively.
Off-Balance Sheet Arrangements
We may enter into off-balance sheet arrangements and transactions that could give rise to material off-balance sheet arrangements. As of September 30, 2025, our material off-balance sheet arrangements and transactions included transportation commitments of $278.6 million and letters of credit of $15.0 million against the RBL Credit Agreement. For further information regarding these arrangements, see Note 11 - Commitments and Contingencies to our condensed consolidated financial statements and under “—Liquidity and Capital Resources — RBL Credit Agreement.”
Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations are based upon our historical consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of certain assets, liabilities, and related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Accounting for Variable Interest Entities
As described in Note 10 - Investments in our condensed consolidated financial statements, on May 8, 2025, BKV dCarbon Ventures, together with C Squared Solutions, Inc., a subsidiary of the Energy Transition Fund managed by Copenhagen Infrastructure Partners (CIP), and for the limited purposes specified therein, BKV Corporation, entered into the BKV-CIP JV
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Agreement forming the BKV-CIP Joint Venture. On June 26, 2025, BKV dCarbon Ventures and BPPUS amended and restated the BKV-BPP Cotton Cove, LLC Agreement whereby on July 9, 2025, BKV dCarbon Ventures contributed $3.3 million to BKV-BPP Cotton Cove, net of $0.1 million of expenditures paid by BKV dCarbon Ventures on behalf of BKV-BPP Cotton Cove, and on July 10, 2025, BPPUS received $5.4 million of its initial capital contribution of $8.6 million from BKV-BPP Cotton Cove. On July 31, 2025, BKV dCarbon Ventures and BPPUS contributed an additional $3.8 million and $3.6 million, respectively. BKV dCarbon Ventures owns a 51% interest and BPPUS owns a 49% interest in BKV-BPP Cotton Cove.
We consider the BKV-CIP Joint Venture and BKV-BPP Cotton Cove Joint Venture to each be a variable interest entity (“VIE”) of BKV in accordance with ASC 810, Consolidation, as BKV is deemed to be the primary beneficiary of these joint ventures. Generally, a VIE is an entity with at least one of the following conditions: (i) the total equity investment at risk is insufficient to allow the entity to finance its activities without additional subordinated financial support, or (ii) the holders of the equity investment at risk, as a group, lack the characteristics of having a controlling financial interest. The primary beneficiary of a VIE is an entity that has a variable interest or a combination of variable interests that provide such entity with a controlling financial interest in the VIE. An entity is deemed to have a controlling financial interest in a VIE if it has both of the following characteristics: (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
In exchange for cash contributions received from the Class B Member to the BKV-CIP Joint Venture, the BKV-CIP Joint Venture has issued 1,103,773 Class B Units (the “Class B Units”) at $10.00 per unit as of September 30, 2025. We determined that the Class B Units should be classified as noncontrolling interest within mezzanine equity on the Company's condensed consolidated balance sheets. The Class B Units are not mandatorily redeemable or currently redeemable, but become exercisable with the passage of time, which is on the second anniversary of the BKV-CIP JV Agreement, or May 8, 2027. Prior to the second anniversary, we determined that there is an embedded put option in the Class B Units, which does not meet the derivative accounting criteria, and is not within the control of the Company. Therefore, the shares of the Class B Units have been classified as noncontrolling interest within mezzanine equity on our condensed consolidated balance sheets. The Class B Units also have a multiple investment on capital equal to 1.65, which may be redeemed on the second anniversary date. The contributions from the Class B Member are accreted to the redemption value over a 2-year period (using the effective interest method) with the accretion accounted for as a dividend paid to the Class B Member.
Tariffs and Trading Relationships
In April 2025, the U.S. government announced a baseline tariff of 10% on products imported from all countries and an additional individualized reciprocal tariff on the countries with which the United States has the largest trade deficits, including China. Increased tariffs by the United States have led and may continue to lead to the imposition of retaliatory tariffs by foreign jurisdictions. Additionally, the U.S. government has announced and rescinded multiple tariffs on several foreign jurisdictions, which has increased uncertainty regarding the ultimate effect of the tariffs on economic conditions. Current uncertainties about tariffs and their effects on trading relationships may impact the demand for, and price of natural gas, NGLs, and oil, increase the costs of goods and services or the availability of raw materials that we rely on to operate our business or impact interest rates. Although we are continuing to monitor the economic effects of such announcements, as well as opportunities to mitigate their related impacts, costs and other effects associated with the tariffs remain uncertain and could adversely impact our financial position, results of operations, and liquidity.
Emerging Growth Company Status
We are an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, including as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, for so long as we qualify as an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies. We have elected to take advantage of certain of the reduced disclosure obligations in this Quarterly Report on Form 10-Q and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our stockholders may be different from other public reporting companies.
Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. However, we have irrevocably elected not to avail ourselves of this exemption. Rather, we will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for other public companies.
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We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of our IPO. Such fifth anniversary will occur in 2029. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our gross revenues for any fiscal year equal or exceed $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.