BKV Corp
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 6, 2026
BKV$17.55-3.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0001628280-25-015622
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-06.
0001628280-26-015661
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 183 previous paragraphs and 205 current paragraphs.
96 unchanged; 52 reworded; 50 added; 32 removed; 3 previous and 7 current paragraphs rearranged.
Tables are not compared: 10 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (50)
Current report
We are a forward-thinking, growth-driven energy company focused on creating long-term risk-adjusted stockholder value through the development of natural gas producing assets, the ownership and operation of natural gas-fired power generation assets, and selective accretive acquisitions. Our core businesses are the production of natural gas and the generation of natural gas-fired power from our owned and operated assets, supported by a closed-loop strategy enabled by our upstream, midstream, power, and CCUS businesses.
Current report
Our operations are supported by four business lines: natural gas production, natural gas midstream, power generation, and CCUS. Our operating approach is designed around a closed-loop model that aligns these business lines to support cost efficiency, commercial optimization, and operational reliability across the value chain. Through this approach, we retain operational control over the production, transportation, and processing of natural gas and provide multiple platforms for disciplined capital deployment, while meeting growing demand for low carbon natural gas and power.
Current report
For example, in the Barnett Shale, natural gas produced from our upstream assets is gathered and transported in part through our midstream systems. In November 2023, we commenced sequestration operations at our first CCUS project, and we currently expect our second and third CCUS projects to commence sequestration activities in the first and second quarter of 2026 with additional CCUS growth opportunities beyond 2026. Further, we are pursuing a power growth strategy that aligns with both our natural gas and CCUS businesses.
Current report
We believe our business model, experienced management team, and disciplined technology-enabled operations support our ability to create long-term, risk-adjusted stockholder value.
Current report
•Equity Offering. On December 3, 2025, we completed an underwritten public offering of 6,900,000 shares of common stock for net proceeds of $170.1 million (the "2025 Equity Offering"). We used the net proceeds from the 2025 Equity Offering to fund the cash consideration for the BKV-BPP Power Joint Venture Transaction and related expenses. For additional information, see Note 1 - Business and Basis of Presentation and Note 13 - Stockholders' Equity and Mezzanine Equity.
Current report
•BKV-BPP Power Joint Venture Transaction. On January 30, 2026, we completed the previously announced BKV-BPP Power Joint Venture Transaction for aggregate consideration consisting of $115.1 million in cash and 5,315,390 shares of our common stock. We funded the cash consideration with a combination of cash on hand and the net proceeds from the 2025 Equity Offering. Following the closing of the transaction, the BKV-BPP Power Joint Venture is owned 75% by BKV and 25% by BPPUS, and the financial results of BKV-BPP Power will be consolidated into our financial statements. For additional information, see Note 14 - Investmentsand Note 19 - Subsequent Events.
Current report
•Production of natural gas, NGLs, and oil was 305.0 Bcfe, or 835.5 MMcfe/d.
Current report
•Net income attributable to BKV was $173.1 million.
Current report
•Net cash provided by operating activities was $242.7 million.
Current report
Impact of Acquisition and Joint Venture Transactions. Our financial condition and results of operations for the periods presented were impacted by acquisitions and joint venture transactions completed during 2025, which changed the scale, composition, and ownership structure of our operations.
Current report
In May 2025, as part of our CCUS business strategy, we partnered with the Class B Member to form the BKV-CIP Joint Venture, and beginning in the third quarter of 2025, we consolidated the BKV-BPP Cotton Cove Joint Venture. These transactions resulted in changes to the accounting treatment of certain assets and results, including the recognition of noncontrolling interests and fair value adjustments, further affecting comparability across periods.
Current report
In September 2025, we completed the Bedrock Acquisition, with an economic effective date of July 1, 2025. The acquisition significantly expanded our asset base in the Barnett with low-decline proved developed producing reserves, resulting in higher production volumes, revenues, operating expenses, depreciation, depletion and amortization, and asset retirement obligations beginning in the third quarter of 2025. Because the acquired assets were not owned for a full period, results for 2025 are not comparable to prior periods. In addition, the consideration paid, including cash, common stock, and repayment of indebtedness, affected our liquidity, leverage, and weighted-average shares outstanding.
Current report
As a result of these transactions, our historical operating, financial, and reserve data may not be comparable between periods presented in this Annual Report on Form 10-K.
Current report
Our natural gas revenues increased by $289.6 million, or 75%, to $675.1 million for the year ended December 31, 2025, from $385.5 million for the year ended December 31, 2024. The impact of commodity price increases, excluding the effect of derivative settlements, provided a $265.6 million increase in year-over-year revenues(calculated as the change in the year-over-year average price times current year's production volumes). The increase was also due to higher production volumes during the year ended December 31, 2025, which accounted for a$24.0 million increase in year-over-year revenues(calculated as the change in year-over-year volumes times the prior year's average price).
Current report
Our NGL revenues increased by$7.6 million, or 5%, to$173.1 million for theyear ended December 31, 2025, from$165.5 million for theyear ended December 31, 2024. The increase was due to higher production volumes during the year ended December 31, 2025, which accounted for a$5.5 million increase in year-over-year revenues(calculated as the change in year-over-year volumes times the prior year's average price). The increase was also due to the impact of commodity price increases, excluding the effect of derivative settlements, which accounted for a $2.1 million increase inyear-over-year revenues(calculated as the change in the year-over-year average price times current year's production volumes).
Current report
Our oil revenues increased by$2.9 million, or 43%, to$9.5 million for theyear ended December 31, 2025, from$6.6 million for theyear ended December 31, 2024. The increase was due to higher production volumes during the year ended December 31, 2025, which accounted for a$4.4 million increase in year-over-year revenues(calculated as the change in year-over-year volumes times the prior year's average price). The increase was offset by the impact of commodity price decreases, excluding the effect of derivative settlements, which accounted for a $1.5 million decrease in the year-over-year revenues (calculated as the change in the year-over-year average price times current year's production volumes).
Current report
Gains (Losses) on Sales of Assets, Net
Current report
For the year ended December 31, 2025, we recognized a loss of $1.8 million on sales of assets compared to a gain of $3.5 million on sales of assets during the year ended December 31, 2024. During the year ended December 31, 2025, we wrote-down our Bridgeport office building by $2.4 million to its sale price of $5.5 million. This was offset by other property and equipment sold for $1.3 million in proceeds, which resulted in a gain on sale of these assets of $0.6 million. For the year ended December 31, 2024, we sold other properties for $5.0 million in proceeds, which resulted in a gain on the sale of these properties of $3.5 million.
Current report
Section 45Q Tax Credits
Current report
Our Section 45Q tax credits relate to CO 2 waste sequestration activities associated with our Barnett Zero Project. Our Section 45Q tax credits decreased by $2.3 million, or 16%, to $11.8 millionfor the year ended December 31, 2025, from$14.0 millionfor the year ended December 31, 2024. This decrease was due to lower volumes of CO 2 waste sequestered during theyear ended December 31, 2025, reflecting routine fluctuations in activity levels that occur as part of our normal operations.
Current report
Our related party revenues were $1.8 million for the year ended December 31, 2025, compared to $3.1 million for the year ended December 31, 2024. The decrease of $1.3 million, or 43%, in related party revenues was due to a decrease in operating fee income with BKV-BPP Power, attributable to lower contracted rates.
Current report
Other revenues, which primarily includes the sale of third party gas, was $11.7 million for the year ended December 31, 2025 compared to $6.6 million for the year ended December 31, 2024. The year-over-year increase was primarily due to an increase in gas prices and contracted rates.
Current report
Lease operating and workover expenses were $152.9 million, or $0.50 per Mcfe, for the year ended December 31, 2025, an increase of $15.9 million, or 12%, from $137.0 million, or $0.47 per Mcfe, for the year ended December 31, 2024. The increase was primarily attributable to $9.2 million of lease operating and workover expenses associated with BKV Barnett II, which was acquired in connection with the Bedrock Acquisition in September 2025. In addition, lease operating and workover expenses increased due to higher project activity related to our Pad of the Future program of $5.0 million and higher vehicle expenses of $1.0 million during 2025. In addition, during theyear ended December 31, 2024, we received a credit of $1.5 million for a water sharing agreement that related to 2023. These increases were partially offset by lower compression and water expenses of $1.5 million and favorable timing of inspection fees of $0.6 million during the year ended December 31, 2025, compared to the year ended December 31, 2024.
Current report
Gathering and transportation expenses were $250.8 million, or$0.82 per Mcfe, for the year ended December 31, 2025, which was an increase of $28.5 million, or 13%, from $222.4 million, or $0.77 per Mcfe, for the year ended December 31, 2024. This increase was primarily attributable to higher natural gas and NGL production, which increased gathering and transportation expenses by $21.2 million, including an increase of $6.9 million related to production from BKV Barnett II. In addition, higher gathering and transportation rates for natural gas and NGLs of $8.5 million contributed to the increase in gathering and transportation expenses. This was offset by a $1.3 million decrease in gathering costs associated with our midstream business.
Current report
Depreciation, depletion, amortization, and accretion was $157.5 million, or $0.52 per Mcfe, for the year ended December 31, 2025, which was a decrease of $60.1 million, or 28%, from $217.5 million, or $0.75 per Mcfe, for the year ended December 31, 2024. The decrease in depreciation, depletion, amortization, and accretion during the year ended December 31, 2025, compared to the year ended December 31, 2024, was primarily due to a depletion rate adjustment in 2025, which was driven by higher reserves.
Current report
General and administrative expenses were $124.4 million, or $0.41 per Mcfe, for the year ended December 31, 2025, which was an increaseof$19.9 million, or 19%, from$104.5 million, or$0.36 per Mcfe, for theyear ended December 31, 2024. The increase in general and administrative expenses during theyear ended December 31, 2025, compared to theyear ended December 31, 2024, was due to increases from Company-wide growth initiatives of $10.1 million in contract labor, employee-based compensation, and employee expenses, $7.2 million in consulting and information technology-related expenses, and $2.3 million in severance costs.
Current report
Other operating expenses were $54.9 million, or $0.18 per Mcfe, for the year ended December 31, 2025, which wasan increase of $35.5 million, from $19.4 million, or $0.07 per Mcfe, for the year ended December 31, 2024. The increase was primarily driven by acquisition and transaction-related costs, including $15.8 million of integration costs associated with the Bedrock Acquisition, $5.5 million of costs and fees related to CCUS transactions, and $1.5 million in transaction costs incurred in connection with the BKV-BPP Power Joint Venture Transaction. In addition, other operating expenses increased due to a $6.0 million increase in gas purchases resulting from higher volumes and natural gas prices, a $5.6 million write-off related to an enterprise resource planning system, a $1.7 million increase in legal matters, and $1.5 million in project write-offs. These increases were partially offset by $2.0 million of waste emissions costs accrued in 2024 under the Inflation Reduction Act that were not accrued in 2025 due to changes in the regulatory environment.
Current report
Interest income. Interest income was $1.6 million for theyear ended December 31, 2025, which was a decrease of $2.3 million, from $3.9 million for theyear ended December 31, 2024. The decrease was due to the cessation of interest earned on restricted cash following the repayment of the Term Loan Credit Agreement in June 2024, which had previously funded the debt service reserve account.
Current report
Gain on Sale of Business
Current report
Gains (Losses) on Sales of Assets, Net
Current report
Section 45Q Tax Credits
Current report
Our Section 45Q tax credits increased by $13.3 million to $14.0 millionfor theyear ended December 31, 2024 from $0.7 millionfor theyear ended December 31, 2023. This increase was due to higher volumes of CO 2 waste sequestered in 2024, which started in the fourth quarter of 2023. Our Section 45Q tax credits relate to CO 2 waste sequestration activities associated with our Barnett Zero Project.
Current report
Other Revenues
Current report
On January 14, 2026, we entered into a manufacturing reservation agreement related to a planned power generation project. Under the agreement, we are committed to pay up to an aggregate of $80.0 million in reservation fees, scheduled in phases during 2026, to secure future manufacturing capacity through 2028 for turbines with up to approximately 1,230 megawatts in total generation capacity. Amounts paid are generally non-refundable and will be credited against the purchase price if a definitive supply agreement is executed.
Current report
Cash flows provided by operating activities. Net cash provided by operating activities was $242.7 million for the year ended December 31, 2025, compared to $118.5 million for theyear ended December 31, 2024. The increase of $124.2 million was due to a $69.1 million increase in income from operations (excluding non-cash items), resulting from higher natural gas volumes and prices compared to 2024, a favorable $45.3 million change in working capital, and a $44.1 million decrease in cash paid for interest. These increases were offset by $23.5 million of cash received in January 2024 for the sale of call options and $16.2 million of cash paid in February 2025 for the purchase of put options.
Current report
Cash flows provided by (used in) investing activities. Net cash used in investing activities was $564.9 million for the year ended December 31, 2025, compared to net cash provided by investing activities of $36.1 million for the year ended December 31, 2024. The increase in cash outflows of $601.0 million was due to the $272.1 million of cash paid for the Bedrock Acquisition, a $172.1 million increase in capital expenditures (excluding CCUS activities), and a $27.1 million increase in CCUS expenditures for the year ended December 31, 2025 compared to the prior year. These outflows were offset by $2.1 million of cash acquired in consolidation of BKV-BPP Cotton Cove and a $1.8 million increase in proceeds from sales of assets for the year ended December 31, 2025 compared to the prior year.
Current report
Cash flows provided by (used in) financing activities. Net cash provided by financing activities was$506.7 million for theyear ended December 31, 2025, primarily driven by $500.0 million of proceeds from the issuance of the 2030 Senior Notes and $170.6 million of net proceeds from the 2025 Equity Offering (after deducting underwriting discounts and commissions). Financing inflows also included $19.8 million of cash contributions from noncontrolling interest. These inflows were partially offset by $165.0 million of net debt repayments, $15.9 million in payments of debt issuance costs, $1.6 million of net shares withheld for income taxes upon vesting of restricted stock units, and $1.2 million of cash distributions to noncontrolling interest.
Current report
2030 Senior Notes
Current report
On September 26, 2025, BKV Upstream Midstream issued in a private placement $500.0 million of 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 outstanding borrowings under the RBL Credit Agreement and fund a portion of the cash consideration for the Bedrock Acquisition, with the remainder of the purchase price being funded with shares of our common stock. In connection with the issuance of the 2030 Senior Notes, we recorded debt issuance costs of $13.6 million, which are amortized to interest expense on the consolidated statements of operations over the term of the 2030 Senior Notes.
Current report
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 BKV Upstream Midstream and its restricted subsidiaries.
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Removed paragraphs (32)
Previous report
•Initial Public Offering. On September 27, 2024, we completed our IPO of 15,000,000 shares of common stock at a price to the public of $18.00 per share. After underwriting discounts and commissions of $16.2 million, we received net proceeds from the offering of $253.8 million. We also granted the IPO underwriters a 30-day option to purchase up to 2,250,000 additional shares of common stock on the same terms. The underwriters partially exercised the option and, on October 28, 2024, purchased 701,003 shares of common stock, resulting in additional net proceeds of $11.9 million, after deducting underwriting discounts and commissions of $0.8 million.
Previous report
Dispositions
Previous report
•Sales of Chaffee and Chelsea Assets. On June 14, 2024, we sold our wholly-owned subsidiary, Chaffee, which owned a non-operated interest in approximately 9,800 net acres and 116.0 gross (24.2 net) wells and 122 Bcfe of proved reserves in the Marcellus Shale in the Appalachian Basin of NEPA, as well as our interest in the Repsol Oil & Gas operated midstream system, for a purchase price of $106.7 million. On June 28, 2024, our wholly-owned subsidiary, Chelsea, sold certain of its non-operated upstream assets, including its interest in approximately 6,800 net acres and 214.0 gross (15.4 net) wells and 35 Bcfe of proved reserves in NEPA for a purchase price of $25.0 million.
Previous report
Credit Facilities
Previous report
•Refinancing. On June 11, 2024, the amounts outstanding under the Term Loan Credit Agreement, the Revolving Credit Agreement and the SCB Credit Facility (each as defined in Liquidity and Capital Resources — Loan Agreements and Credit Facilities below) were paid off with proceeds from the loans under the RBL Credit Agreement (as defined below) and cash on hand. The Term Loan Credit Agreement, the Revolving Credit Agreement, and the SCB Credit Facility were terminated concurrently with the repayment of the remaining amounts owed thereunder. See “Liquidity and Capital Resources — Loan Agreements and Credit Facilities” for additional information regarding our loan agreements and credit facilities.
Previous report
•Production of natural gas, NGLs, and oil was 288.4 Bcfe.
Previous report
•Net income (loss) was $(142.9) million.
Previous report
Gains on Sales of Assets
Previous report
We generate a portion of our revenues from a management fee from BKV-BPP Power, the sale of third-party natural gas, and CCUS revenues generated from Section 45Q tax credits. Our related party revenues were $17.1 million for the year ended December 31, 2024 compared to $4.3 million for the year ended December 31, 2023. Related party revenues increased during the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily due to an increase in Section 45Q tax credits of $13.3 million from the injection of CO 2 waste in our Barnett Zero well, which started in the fourth quarter of 2023. This was offset by a decrease in operating fee income with BKV-BPP Power of $0.5 million due to contracted rate decreases.
Previous report
Our natural gas revenues decreased by approximately$800.5 million to$509.8 million for theyear ended December 31, 2023, from$1.3 billion for theyear ended December 31, 2022. The impact of commodity price decreases, excluding the effect of derivative settlements, resulted in a$994.3 million decrease in year-over-year revenues (calculated as the change in the year-over-year average price times current year production volumes). This was offset byhigher production volumes, primarily from the 2022 Barnett Assets, during theyear ended December 31, 2023, which accounted for a$193.8 million increase in year-over-year revenues (calculated as the change in year-over-year volumes times the prior year average price).
Previous report
Our NGL revenues decreased by approximately$123.7 million to$187.9 million for theyear ended December 31, 2023, from$311.5 million for theyear ended December 31, 2022. The impact of commodity price decreases, excluding the effect of derivative settlements, provided a$134.9 million decrease in year-over-year revenues (calculated as the change in the year-over-year average price times current period production volumes). This was offset byhigher production volumes, primarily from the 2022 Barnett Assets, during theyear ended December 31, 2023, which accounted for a$11.2 million increase in year-over-year revenues (calculated as the change in year-over-year volumes times the prior year average price).
Previous report
Our oil revenues decreased by approximately$3.4 million to$8.4 million for theyear ended December 31, 2023 from$11.9 million for theyear ended December 31, 2022. Thedecrease was driven bylower production volumes during theyear ended December 31, 2023, which accounted for a$1.8 million decrease in year-over-year revenues (calculated as the change in year-over-year volumes times the prior year average price). Thedecrease was also due to the impact of commodity price decreases, excluding the effect of derivative settlements, which resulted in a$1.6 million decrease in year-over-year revenues (calculated as the change in the year-over-year average price times current period production volumes).
Previous report
Our midstream revenues increased by approximately$3.5 million to$16.2 million for theyear ended December 31, 2023 from$12.7 million for theyear ended December 31, 2022. This increase was primarily due to the midstream assets acquired in the Exxon Barnett Acquisition, slightly offset by decreases in the associated production of natural gas properties that our legacy midstream assets support.
Previous report
Other Revenue
Previous report
Other revenues were$4.0 millionfor theyear ended December 31, 2023, as compared to$0.1 million for theyear ended December 31, 2022. Other revenues increased during theyear ended December 31, 2023 compared to theyear ended December 31, 2022 primarily due to our decision to start selling third party natural gas in 2023, in connection with which we recognized sales of $3.8 million for theyear ended December 31, 2023.
Previous report
Lease operating and workover expenses were$150.6 million or$0.48 per Mcfe, for theyear ended December 31, 2023, which wasan increase of$19.1 million, or 15%, from$131.5 million, or$0.47 per Mcfe, for theyear ended December 31, 2022. Theincrease in lease operating and workover expenses during theyear ended December 31, 2023 compared to the same period in 2022 was primarily due to the Exxon Barnett Acquisition, which closed on June 30, 2022. The acquired operations drove $23.2 million of incremental lease operating and workover expenses during theyear ended December 31, 2023. The remaining $4.1 million of decreased lease operating and workover expenses was driven by a $6.5 million decrease in professional services production and equipment, which was offset in part by $2.4 million of individually immaterial net increases in other direct production costs incurred in connection with our operations.
Previous report
Taxes other than income were$72.3 million, or$0.23 per Mcfe, for theyear ended December 31, 2023, which wasa decrease of$42.4 million, or 37%, from$114.7 million, or$0.41 per Mcfe, for theyear ended December 31, 2022. Thedecrease in taxes other than income during theyear ended December 31, 2023 compared to 2022 was primarily due to decreases in natural gas and NGL production taxes associated with our operations from the 2020 Barnett Assets and the 2022 Barnett Assets of $59.0 million and decreases in property taxes related to our NEPA natural gas properties of $1.7 million, in each case due to lower natural gas prices during theyear ended December 31, 2023 compared to theyear ended
Previous report
Gathering and transportation expenses were$249.0 million, or$0.79 per Mcfe, for theyear ended December 31, 2023, which wasan increase of$40.2 million, or 19%, from$208.8 million, or$0.75 per Mcfe, for theyear ended December 31, 2022. Approximately $30.5 million of theincrease was driven by the Exxon Barnett Acquisition. The remainder of theincrease in gathering and transportation expenses of $9.7 million during theyear ended December 31, 2023 compared to the same period in 2022 was due to an increase in cost and production volumes from the development of the 2020 Barnett Assets.
Previous report
Depreciation, depletion, amortization, and accretion was$223.4 million, or$0.71 per Mcfe, for theyear ended December 31, 2023, which wasan increase of$104.5 million, or 88%, from$118.9 million, or$0.43 per Mcfe, for theyear ended December 31, 2022. Theincrease in depreciation, depletion, amortization, and accretion during theyear ended December 31, 2023 compared to theyear ended December 31, 2022 was primarily due to the Exxon Barnett Acquisition, which accounted for an additional $64.9 million of depreciation, depletion, amortization, and accretion expense during theyear ended December 31, 2023. The remaining increase of $39.6 million was primarily due to increased production from the development of our natural gas properties in NEPA and the Barnett during 2022.
Previous report
General and administrative expenses were$114.7 million, or$0.37 per Mcfe, for theyear ended December 31, 2023, which wasa decrease of$33.9 million, or 23%, from$148.6 million, or$0.53 per Mcfe, for theyear ended December 31, 2022. Thedecrease in general and administrative expenses during theyear ended December 31, 2023 compared to theyear ended December 31, 2022 was due to a decrease in direct transaction costs from the Exxon Barnett Acquisition of $18.3 million, a decrease of $5.5 million in equity-based compensation, employee wages and contract labor and fees, and a decrease of $5.5 million in consulting and other general and administrative expenses. The decrease was also due to $8.0 million of BKVerde management fees incurred during 2023, compared to $13.0 million in 2022.
Previous report
Other operating expenses were$12.6 million, or$0.04 per Mcfe, for theyear ended December 31, 2023, which wasan increase of$9.0 million from$3.6 million, or$0.01 per Mcfe, for theyear ended December 31, 2022. Theincrease in other operating expenses during theyear ended December 31, 2023 was primarily attributable to $3.6 million of inventory restocking and rig termination fees and $3.6 million of expenses incurred as a result of our decision to start selling third party gas. The remaining increase of $1.7 million was made up of individually immaterial increases.
Previous report
Earnings from equity affiliate. Earnings from our equity affiliate was$16.9 million for theyear ended December 31, 2023 which was a change of$8.4 million from$8.5 million compared to the same period in 2022. Earnings from our equity affiliate is related to our investment in, and our proportionate share in the income or losses of, the BKV-BPP Power Joint Venture. On July 10, 2023, the BKV-BPP Power Joint Venture acquired CXA Temple 2, LLC, the owner of 100% of the interests in Temple II, a combined cycle gas turbine and steam turbine power plant located on the same site as Temple I in the Electric Reliability Council of Texas North Zone in Temple, Texas, for an aggregate purchase price of $460.0 million. The Temple Plants deliver power to customers on the ERCOT power network in Texas.
Previous report
Other income. Other income was$6.2 million for theyear ended December 31, 2023, which wasan increase of$4.8 million from$1.4 million for theyear ended December 31, 2022. Theincrease was due to the release of a service fee of $3.4 million originating from the Exxon Barnett Acquisition and the sale of surface rights of $1.1 million during theyear ended December 31, 2023.
Previous report
Income tax expense. Income taxexpense was$28.2 million for theyear ended December 31, 2023, which was a decrease of$34.4 million from$62.7 million for theyear ended December 31, 2022. The year-over-year change was due primarily to the lower pre-tax income during theyear ended December 31, 2023 compared to theyear ended December 31, 2022.
Previous report
Net cash provided by operating activities was $123.1 million for theyear ended December 31, 2023, compared to $349.2 million for the year ended December 31, 2022. Net cash provided by operating activities decreased during theyear ended December 31, 2023 compared to the year ended December 31, 2022 primarily due to a $150.2 million decrease in income from operations (excluding net unrealized gains (losses), depreciation, depletion, amortization, and accretion, and equity-based compensation) resulting from lower natural gas prices compared to 2022, a $36.4 million decrease due to higher cash paid for interest, which was driven by the term loans borrowed under our Term Loan Credit Agreement on June 30, 2022 and increased balances under our Revolving Credit Agreement and Revolving Credit Facilities, a decrease in contingent consideration as prior year’s $19.7 million was recognized in net cash provided by (used in) financing activities, and cash received on the settlement litigation in 2022 of $16.9 million.
Previous report
Net cash used in investing activities decreased from $865.6 million for the year ended December 31, 2022 to $177.8 million for the year ended December 31, 2023. The primary driver of the decrease was the $619.4 million used in connection with the Exxon Barnett Acquisition, which closed on June 30, 2022. Expenditures in development of natural gas properties also decreased by $101.0 million, which was offset by an increase of $50.0 million used in connection with the development of CCUS projects during the year ended December 31, 2023 compared to the year ended December 31, 2022.
Previous report
The $534.8 million cash inflow for the year ended December 31, 2022 was due to proceeds of $570.0 million in connection with the Term Loan Credit Agreement and proceeds of $75.0 million in connection with the related party note payable with BNAC, offset by repayments of $166.0 million to the related party, $190.0 million of advances received in connection with our Overseas Chinese Banking Corporation Credit Facility, offset by repayments of $100.0 million on said facility and the financing portion of the settlement of contingent consideration of $19.7 million. The remainder of the fluctuation consisted of deferred offering cost payments, debt issuance costs and net share settlements.
Previous report
Term Loan Credit Agreement
Previous report
On June 16, 2022, we entered into the Term Loan Credit Agreement with a syndicate of banks and Bangkok Bank Public Company Limited (New York Branch), as the administrative agent. The Term Loan Credit Agreement included $600.0 million of commitments for term loans used solely to fund a portion of the purchase price for the Exxon Barnett Acquisition. On June 30, 2022, we borrowed $570.0 million of term loans under the Term Loan Credit Agreement to partially fund the Exxon Barnett Acquisition. As discussed below, such term loans required annual principal payments of $114.0 million. We made the first annual principal payment of $114.0 million on June 23, 2023. Following such payment, $456.0 million of aggregate principal amount remained outstanding under the Term Loan Credit Agreement.
Previous report
On June 11, 2024, we paid off the amounts outstanding under the Term Loan Credit Agreement with proceeds from the loans under the RBL Credit Agreement and cash on hand. We terminated the Term Loan Credit Agreement concurrently with the repayment of such outstanding borrowings.
Previous report
Revolving Credit Agreements
Previous report
As an emerging growth company, we are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act, and therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Though we will be required to disclose material changes made to our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the year following our first annual report required to be filed with the SEC. We may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls over financial reporting until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act.
Reworded paragraphs (52)
Previous wording
We are a forward thinking, growth driven energy company focused on creating value for our stockholders through the organic development of our properties as well as accretive acquisitions. Our core business is to produce natural gas from our owned and operated upstream businesses, which are supported by our four business lines: natural gas production; our natural gas midstream business; power generation; and CCUS. We expect our owned and operated upstream and natural gas midstream businesses to achieve net zero Scope 1 and Scope 2 emissions by the early 2030s, and net zero Scope 1, 2, and 3 emissions by the late 2030s. We maintain a “closed-loop” approach to our net zero emissions goal through the operation of our four business lines. We are committed to vertically integrating portions of our business to reduce costs and improve overall commercial optimization of the full value chain. For instance, in the Barnett, our natural gas production is gathered and transported in part through our midstream systems and we commenced sequestration operations at our first CCUS project in November 2023. We expect our second and third CCUS projects to commence sequestration activities in the first half of 2026 and are evaluating a robust backlog of actionable CCUS opportunities. We believe that our differentiated business model, net zero emissions focus, highly experienced management team and technology-driven approach to operating our business will enable us to create stockholder value.
Current wording
As part of our ongoing operations, we expect our owned and operated upstream and natural gas midstream businesses to achieve net-zero Scope 1 and Scope 2 greenhouse gas emissions during the early 2030s and net-zero Scope 1, Scope 2, and Scope 3 emissions by the late 2030s.
Previous wording
•Average realized product prices, excluding the impact of settled derivatives, were $1.93 per Mcfe.
Current wording
•Average realized product prices, excluding the impact of settled derivatives, were $2.81 per Mcfe.
Previous wording
•Production revenues were $557.6 million and midstream revenues were $12.6 million.
Current wording
•Production revenues were $857.6 million and midstream revenues were $10.5 million.
Previous wording
•Lease operating expense was $132.3 million, or $0.46 per Mcfe.
Current wording
•Lease operating expense was $145.6 million, or $0.48 per Mcfe.
Previous wording
•Accrued capital expenditures were $117.6 million.
Current wording
•Accrued capital expenditures were $318.5 million.
Previous wording
(1)Impact of derivatives prices excludes $13.3 million and $46.7 million of gains on derivative contract terminations for the years ended December 31, 2024 and 2023, respectively, and $158.4 million of losses on derivative contract terminations for the year ended December 31, 2022.
Current wording
(1)Impact of derivatives prices excludes $13.3 million and $46.7 million ofgains on derivative contract terminations for the years ended December 31, 2024 and 2023, respectively.
Previous wording
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 and on the sale of assets, marketing revenues, and other income from operations. The following table provides information on our revenues and other operating income for the periods presented:
Current wording
Our operating revenues and other income from operations include the revenues from the sale of natural gas, NGLs, and oil, midstream revenues, gains and losses on our derivative contracts and on the sales of our business and assets, 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:
Previous wording
For theyear ended December 31, 2023, we had net realized and unrealized gains on derivative contracts of$238.7 million compared to net realized and unrealized losses on derivative contracts of$629.7 million for theyear ended December 31, 2022. The increased gains for theyear ended December 31, 2023 was attributable to decreases in underlying commodity prices and volatility in energy markets, which resulted in higher realized and unrealized gains on derivative contracts.
Current wording
For theyear ended December 31, 2025, we had net realized and unrealized gains on derivative contracts of$105.1 million compared to net realized and unrealized losses on derivative contracts of$34.2 million for theyear ended December 31, 2024. Theincrease in gains for the year ended December 31, 2025 was primarily attributable to our open derivative positions, which were in more of an unrealized gain position of$113.2 million, compared to an unrealized loss position of $146.7 million for the year ended December 31, 2024, The increase in unrealized gains for the year ended December 31, 2025 reflected decreases in the forward curve of natural gas prices relative to December 31, 2024, whereas the prior year period reflected increases in the forward curve of natural gas prices compared to December 31, 2023. The increased gains on our derivative contracts were also offset by realized losses of $8.1 million during the year ended December 31, 2025, compared to realized gains of $112.5 million during the year ended December 31, 2024, which were due to higher natural gas prices settled in the current period compared to the same period in the prior year.
Previous wording
Our marketing revenues increased by approximately $2.0 million to $10.7 million for the year ended December 31, 2024 from $8.7 million for the year ended December 31, 2023. 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 the year ended December 31, 2024 was primarily due to colder than normal weather in NEPA for the month of January 2024.
Current wording
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. Our marketing revenues increased by $1.6 million to $12.3 million for the year ended December 31, 2025 from $10.7 million for the year ended December 31, 2024. The increase in marketing revenues during the year ended December 31, 2025 was primarily due to a higher pricing environment compared to the year ended December 31, 2024.
Previous wording
December 31, 2022. This was offset by an increase in ad valorem and property taxes on our 2020 Barnett Assets and 2022 Barnett Assets of $18.5 million. Certain ad valorem and production taxes are not applicable to our NEPA natural gas properties.
Current wording
Taxes other than income were $50.8 million, or $0.17 per Mcfe, for the year ended December 31, 2025, which was an increase of $15.8 million, or 45%, from $35.0 million, or $0.12 per Mcfe, for the year ended December 31, 2024. The increase in taxes other than income during the year ended December 31, 2025, compared to 2024, was due to increases in production taxes of $16.0 million in the Barnett, which includes increases of $1.6 million in production taxes from the BKV Barnett II from the Bedrock Acquisition, and increases of $0.6 million in severance taxes related to our NEPA natural gas properties. BKV Barnett II also incurred $0.5 million of ad valorem taxes during theyear ended December 31, 2025. This was offset by decreases in ad valorem and property taxes associated with our operations in the Barnett of $1.4 million. Certain ad valorem and production taxes are not applicable to our NEPA properties.
Previous wording
Earnings (losses) from equity affiliate. Earnings from our equity affiliate was $10.4 million for the year ended December 31, 2024, which was a decrease of $6.4 million, from $16.9 million compared to the year ended December 31, 2023. Earnings from our equity affiliate is related to our investment in, and our proportionate share in the income or losses of the BKV-BPP Power Joint Venture.
Current wording
Earnings (losses) from equity affiliate. Earnings from our equity affiliate was $14.9 million for the year ended December 31, 2025, which was an increase of $4.5 million, from $10.4 million for the year ended December 31, 2024. Earnings from our equity affiliate is related to our investment in, and our proportionate share in the income or losses of the BKV-BPP Power Joint Venture.
Previous wording
Loss on early extinguishment of debt. Loss on early extinguishment of debt was$13.9 million for the year ended December 31, 2024 in connection with the early termination of our Term Loan Credit Facility and Revolving Credit Agreement that took place in June 2024.
Current wording
Loss on early extinguishment of debt. Loss on early extinguishment of debt was$13.9 million for the year ended December 31, 2024, in connection with the early termination of our Term Loan Credit Agreement and Revolving Credit Agreement that took place in June 2024.
Previous wording
Interest expense. Interest expense was$45.6 million for the year ended December 31, 2024, which was a decrease of$24.4 million, from$69.9 million for the year ended December 31, 2023. The decrease in interest expense during the year ended December 31, 2024 was primarily due to lower interest rates on our RBL Credit Facility, which we entered into on June 11, 2024, and the subsequent pay down on the outstanding balances on our SCB Credit Facility, the Revolving Credit Agreement, and the Term Loan Credit Agreement, which incurred higher interest rates.
Current wording
Interest expense. Interest expense was$28.6 million for the year ended December 31, 2025, which was a decrease of$16.9 million, from$45.6 million for the year ended December 31, 2024. The decrease in interest expense during the year ended December 31, 2025, was primarily due to lower interest rates and a lower outstanding balance on our RBL Credit Agreement, 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.
Previous wording
Interest expense, related party. Interest expense from our related party was $5.2 million for theyear ended December 31, 2024, which was a decrease of $1.9 million, from $7.1 million for theyear ended December 31, 2023. The decrease was due to the pay down of $75.0 million of related party borrowings with BNAC during theyear ended December 31, 2024, slightly offset by the increase in interest rates year-over-year.
Current wording
Interest expense, related party. Interest expense from our related party borrowings with BNAC was $5.2 million for theyear ended December 31, 2024, which was repaid in September 2024. We did not have any related party borrowings during theyear ended December 31, 2025.
Previous wording
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 and on the sales of our business and assets, marketing revenues, related party revenues, and other income from operations. The following table provides information on our revenues and other operating income for the periods presented:
Current wording
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 and on the sales of our business and assets, 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:
Previous wording
Our natural gas revenues decreased by approximately $124.4 million, or 24%, to $385.5 million for the year ended December 31, 2024, from $509.8 million for the year ended December 31, 2023. The impact of commodity price decreases, excluding the effect of derivative settlements, provided a $81.4 million decrease in year-over-year revenues(calculated as the change in the year-over-year average price times current year's production volumes). The decrease was also due to lower production volumes during the year ended December 31, 2024, primarily from the assets from the Exxon Barnett Acquisition, and from thesale of Chaffee and certain non-operated assets held by Chelsea, which collectively accounted for a$43.0 million decrease in year-over-year revenues(calculated as the change in year-over-year volumes times the prior year's average price).
Current wording
Our natural gas revenues decreased by$124.4 million, or 24%, to$385.5 million for theyear ended December 31, 2024, from$509.8 million for theyear ended December 31, 2023. The impact of commodity price decreases, excluding the effect of derivative settlements, provided a$81.4 million decrease in year-over-year revenues (calculated as the change in the year-over-year average price times current year's production volumes). Thedecreasewas also due tolower production volumes during theyear ended December 31, 2024, primarily from the assets from the Exxon Barnett Acquisition, and from the sale of Chaffee and certain non-operated assets held by Chelsea, which collectively accounted for a$43.0 million decrease in year-over-year revenues (calculated as the change in year-over-year volumes times the prior year's average price).
Previous wording
Our NGL revenues decreased by approximately$22.4 million, or 12%, to$165.5 million for theyear ended December 31, 2024, from$187.9 million for theyear ended December 31, 2023. The decrease was due to lower production volumes during the year ended December 31, 2024, which accounted for a$12.4 million decrease in year-over-year revenues(calculated as the change in year-over-year volumes times the prior year's average price). The decrease was also due to the impact of commodity price decreases, excluding the effect of derivative settlements, which accounted for a $10.0 million decrease inyear-over-year revenues(calculated as the change in the year-over-year average price times current year's production volumes).
Current wording
Our NGL revenues decreased by$22.4 million, or 12%, to$165.5 million for theyear ended December 31, 2024, from$187.9 million for theyear ended December 31, 2023. Thedecrease was due to lower production volumes during theyear ended December 31, 2024, which accounted for a$12.4 million decrease in year-over-year revenues (calculated as the change in year-over-year volumes times the prior year's average price). Thedecrease was also due to the impact of commodity price decreases, excluding the effect of derivative settlements, which accounted for a$10.0 million decrease in year-over-year revenues (calculated as the change in the year-over-year average price times current year's production volumes).
Previous wording
Our oil revenues decreased by approximately$1.8 million, or 22%, to$6.6 million for theyear ended December 31, 2024, from$8.4 million for theyear ended December 31, 2023. The decrease was due to lower production volumes during the year ended December 31, 2024, which accounted for a$1.6 million decrease in year-over-year revenues(calculated as the change in year-over-year volumes times the prior year's average price). The decrease was also due to the impact of commodity price decreases, excluding the impact of derivative settlements, which account for a $0.2 million decrease in the year-over-year revenues (calculated as the change in the year-over-year average price times current year's production volumes).
Current wording
Our oil revenues decreased by$1.8 million, or 22%, to$6.6 million for theyear ended December 31, 2024, from$8.4 million for theyear ended December 31, 2023. Thedecrease was due tolower production volumes during theyear ended December 31, 2024, which accounted for a$1.6 million decrease in year-over-year revenues (calculated as the change in year-over-year volumes times the prior year's average price). Thedecrease was also due to the impact of commodity price decreases, excluding the impact of derivative settlements, which accounted for a$0.2 million decrease in the year-over-year revenues (calculated as the change in the year-over-year average price times current year's production volumes).
Previous wording
Our midstream revenues decreased by approximately $3.6 million, or 22%, to $12.6 million for the year ended December 31, 2024, from $16.2 million for the year ended December 31, 2023. This decrease was primarily due to the divestiture of Chaffee of $2.6 million as we sold our Repsol Midstream Interest in connection with this sale. The remainder of thedecrease was due to changes in deal structures that reduced midstream transportation revenue while increasing third party gas sales.
Current wording
Our midstream revenues decreased by$3.6 million, or 22%, to$12.6 million for theyear ended December 31, 2024, from$16.2 million for theyear ended December 31, 2023. This decrease was primarily due to the divestiture of Chaffee of $2.6 million as we sold our Repsol Midstream Interest in connection with this sale. The remainder of the decrease was due to the changes in deal structures that reduced midstream transportation revenue while increasing third party gas sales.
Previous wording
For theyear ended December 31, 2024, we had net realized and unrealized losses on derivative contracts of$34.2 million compared to net realized and unrealized gains on derivative contracts of$238.7 million for theyear ended December 31, 2023. Thedecreased losses for the year ended December 31, 2024 was primarily attributable to the significant asset positions as of December 31, 2023 reversing due to settlement during 2024, resulting in unrealized losses of$146.7 million, which included the sale of call options in January 2024 limiting our 2026/2027 pricing upside, and is currently in a long term liability position. The year ended December 31, 2023 resulted in unrealized gains of $148.6 million, due to significant liability positions as of December 31, 2022 that reversed and settled during 2023. This was offset by higher realized gains during the year ended December 31, 2024 compared to the year ended December 31, 2023 of $22.3 million due to slightly lower natural gas prices.
Current wording
For theyear ended December 31, 2024, we had net realized and unrealized losses on derivative contracts of$34.2 million compared to net realized and unrealized gains on derivative contracts of$238.7 million for theyear ended December 31, 2023. Thedecreased losses for theyear ended December 31, 2024, was primarily attributable to the significant asset positions as of December 31, 2023, reversing due to settlement during 2024, resulting in unrealized losses of $146.7 million, which included the sale of call options in January 2024 limiting our 2026/2027 pricing upside, and is currently in a long term liability position. Theyear ended December 31, 2023, resulted in unrealized gains of $148.6 million, due to significant liability positions as of December 31, 2022 that reversed and settled during 2023. This was offset by higher realized gains during the year ended December 31, 2024, compared to the year ended December 31, 2023, of $22.3 million, due to slightly lower natural gas prices.
Previous wording
Our marketing revenues decreased by approximately$2.3 million to$8.7 million for theyear ended December 31, 2023 from$11.0 million for theyear ended December 31, 2022. 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. Thedecrease in marketing revenues was primarily due to lower natural gas prices during theyear ended December 31, 2023 compared to theyear ended December 31, 2022.
Current wording
Our marketing revenues increased by$2.0 million to$10.7 million for theyear ended December 31, 2024 from$8.7 million for theyear ended December 31, 2023. 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. Theincrease in marketing revenues during theyear ended December 31, 2024, compared to theyear ended December 31, 2023, was primarily due to colder than normal weather in NEPA for the month of January 2024.
Previous wording
For theyear ended December 31, 2024, we sold our wholly-owned subsidiary, Chaffee, for $104.4 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 $7.1 million.
Current wording
For the year ended December 31, 2024, we sold our wholly-owned subsidiary, Chaffee, for $104.4 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 $7.1 million.
Previous wording
For theyear ended December 31, 2024, we sold other properties for $5.0 million in proceeds, which resulted in a gain on the sale of these properties of $3.6 million. For theyear ended December 31, 2023, we sold land and our solar assets for$6.7 million in proceeds, which resulted in a gain on sale of assets of$2.2 million.
Current wording
For the year ended December 31, 2024, we sold other properties for $5.0 million in proceeds, which resulted in a gain on the sale of these properties of $3.6 million. For the year ended December 31, 2023, we sold land and our solar assets for$6.7 million in proceeds, which resulted in a gain on sale of assets of$2.2 million.
Previous wording
We generate a portion of our revenues from a management fee from the BKV-BPP Power Joint Venture. Our related party revenues were$4.3 millionfor theyear ended December 31, 2023, as compared to$2.7 million for theyear ended December 31, 2022. Related party revenues increased during the year ended December 31, 2023 compared to the year ended December 31, 2023 primarily due to an increase in operating fee income with BKV-BPP Power of $0.9 million due to contracted rate increases and Section 45Q tax credits of $0.7 million from the injection of CO 2 waste in our Barnett Zero well, which started in the fourth quarter of 2023.
Current wording
We generate a portion of our revenues from a management fee from BKV-BPP Power. Our related party revenues were$3.1 millionfor theyear ended December 31, 2024, compared to$3.6 million for theyear ended December 31, 2023. Related party revenues decreased during the year ended December 31, 2024, compared to the year ended December 31, 2023, from the decrease in operating fee income with BKV-BPP Power of $0.5 million due to contracted rate decreases.
Previous wording
We generate a portion of our revenues from the sale of third-party natural gas. Other revenues was $6.6 million for the year ended December 31, 2024 compared to $4.0 million for the year ended December 31, 2023. The increase year-over-year was primarily due to an increase in third party gas sales of $2.7 million.
Current wording
We generate a portion of our revenues from the sale of third-party natural gas. Other revenues was$6.6 millionfor theyear ended December 31, 2024, compared to$4.0 million for theyear ended December 31, 2023. The increase year-over-year was primarily due to an increase in third party gas sales of $2.6 million.
Previous wording
Lease operating and workover expenses were $137.0 million, or $0.47 per Mcfe, for the year ended December 31, 2024, which was a decrease of approximately $13.7 million, or 9%, from $150.6 million, or $0.48 per Mcfe, for the year ended December 31, 2023. The decrease in lease operating andworkover expenses during the year ended December 31, 2024 compared to the same period in 2023 was due to decreases in compression and water expenses of $5.6 million, materials and labor of $3.6 million, and repairs and maintenance of $2.7 million, all of which were due to cost savings initiatives that began during the second half of 2023 and the divestiture of Chaffee and certain non-operating upstream assets in Chelsea. In addition, during theyear ended December 31, 2024, we received a credit of $1.5 million for a water sharing agreement that related to 2023.
Current wording
Lease operating and workover expenses were$137.0 million, or$0.47 per Mcfe, for theyear ended December 31, 2024, which wasa decrease of$13.7 million, or 9%, from$150.6 million, or$0.48 per Mcfe, for theyear ended December 31, 2023. Thedecrease in lease operating and workover expenses during theyear ended December 31, 2024, compared to the same period in 2023, was due to decreases in compression and water expenses of $5.6 million, materials and labor of $3.6 million, and repairs and maintenance of $2.7 million, all of which were due to cost savings initiatives that began during the second half of 2023 and the divestiture of Chaffee and certain non-operating upstream assets in Chelsea. In addition, during theyear ended December 31, 2024, we received a credit of $1.5 million for a water sharing agreement that related to 2023.
Previous wording
Taxes other than income were $35.0 million, or $0.12 per Mcfe, for the year ended December 31, 2024, which was a decrease of approximately $37.3 million, or 52%, from $72.3 million, or $0.23 per Mcfe, for the year ended December 31, 2023. The decrease in taxes other than income during the year ended December 31, 2024 compared to 2023 was due to decreases in ad valorem and property taxes, and natural gas and NGL production taxes, both associated with our operations in the Barnett of $27.8 million and $9.2 million, respectively. Certain ad valorem and production taxes are not applicable to our NEPA properties.
Current wording
Taxes other than income were$35.0 million, or$0.12 per Mcfe, for theyear ended December 31, 2024, which wasa decrease of$37.3 million, or 52%, from$72.3 million, or$0.23 per Mcfe, for theyear ended December 31, 2023. Thedecrease in taxes other than income during theyear ended December 31, 2024, compared to 2023 was due to decreases in ad valorem and property taxes, and natural gas and NGL production taxes, both associated with our operations in the Barnett of $27.8 million and $9.2 million, respectively. Certain ad valorem and production taxes are not applicable to our NEPA properties.
Previous wording
Gathering and transportation expenses were $222.4 million, or$0.77 per Mcfe, for the year ended December 31, 2024, which was a decrease of approximately $26.6 million, or 11%, from $249.0 million, or $0.79 per Mcfe, for the year ended December 31, 2023. This decrease was driven by decreased production in the Barnett and natural gas rate decreases of $15.7 million and $12.2 million, respectively. This was offset by new contracts we entered into during 2024 where we started outsourcing gathering costs with our midstream business of $1.3 million.
Current wording
Gathering and transportation expenses were$222.4 million, or$0.77 per Mcfe, for theyear ended December 31, 2024, which wasa decrease of$26.6 million, or 11%, from$249.0 million, or$0.79 per Mcfe, for theyear ended December 31, 2023. This decrease was driven by decreased production in the Barnett and natural gas rate decreases of $15.7 million and $12.2 million, respectively. This was offset by new contracts we entered into during 2024 where we started outsourcing gathering costs with our midstream business of $1.3 million.
Previous wording
Depreciation, depletion, amortization, and accretion was $217.5 million, or $0.75 per Mcfe, for the year ended December 31, 2024, which was a decrease of approximately $5.8 million, or 3%, from $223.4 million, or $0.71 per Mcfe, for the year ended December 31, 2023. The decrease in depreciation, depletion, amortization, and accretion during the year ended December 31, 2024 compared to the year ended December 31, 2023 was due to lower production during theyear ended December 31, 2024 compared to the same period in the prior year, offset by lower estimated proved reserves resulting from lower natural gas prices used in the determination of proved reserves and from the divestiture of Chaffee and certain non-operated upstream assets in Chelsea in June 2024.
Current wording
Depreciation, depletion, amortization, and accretion was$217.5 million, or$0.75 per Mcfe, for theyear ended December 31, 2024, which wasa decrease of$5.8 million, or 3%, from$223.4 million, or$0.71 per Mcfe, for theyear ended December 31, 2023. Thedecrease in depreciation, depletion, amortization, and accretion during theyear ended December 31, 2024, compared to theyear ended December 31, 2023, was due to lower production during theyear ended December 31, 2024, compared to the same period in the prior year, offset by lower estimated proved reserves resulting from lower natural gas prices used in the determination of proved reserves and from the divestiture of Chaffee and certain non-operated upstream assets in Chelsea in June 2024.
Previous wording
General and administrative expenses were $104.5 million, or $0.36 per Mcfe, for the year ended December 31, 2024, which was a decreaseof approximately$10.2 million, or 9%, from$114.7 million, or$0.37 per Mcfe, for theyear ended December 31, 2023. The decrease was driven by a $22.2 million reduction in equity-based compensation related to the expiration of performance-based restricted stock units (“PRSU”) on December 31, 2023, and an $8.0 million decrease in management fees following the termination of the Verde CO2 contract in November 2023. These cost savings were partially offset by a $12.6 million acceleration of time-based restricted stock units (“TRSU”) recognized upon the IPO (including $2.5 million in payroll taxes), $3.5 million in stock compensation expense under the 2024 Plan, and $3.7 million in higher payroll costs due to increased headcount in 2024.
Current wording
General and administrative expenses were$104.5 million, or$0.36 per Mcfe, for theyear ended December 31, 2024, which wasa decrease of$10.2 million, or 9%, from$114.7 million, or$0.37 per Mcfe, for theyear ended December 31, 2023. Thedecrease was driven by a $22.2 million reduction in equity-based compensation related to the expiration of performance-based restricted stock units(“PRSU”) on December 31, 2023, and an $8.0 million decrease in management fees following the termination of the Verde CO2 contract in November 2023. These cost savings were partially offset by a $12.6 million acceleration of time-based restricted stock units (“TRSU”) recognized upon the IPO (including $2.5 million in payroll taxes), $3.5 million in stock compensation expense under the 2024 Equity and Incentive Compensation Plan (the "2024 Plan"), and $3.7 million in higher payroll costs due to increased headcount in 2024.
Previous wording
Other operating expenses were $19.4 million, or $0.07 per Mcfe, for the year ended December 31, 2024, which was an increase of approximately $6.8 million, or 54%, from $12.6 million, or 0.04 per Mcfe, for the year ended December 31, 2023. The increase in other operating expenses during the year ended December 31, 2024 compared to the same period in 2023 was primarily driven by the following factors: $5.3 million in CCUS operating expenses for CO 2 purchases and fuel and increased legal contingencies, $3.4 million in higher emissions monitoring costs, $2.1 million in well clean up costs and expenses related to a potential CCUS equity raise and investments, and $1.0 million in costs from the newly enacted EPA fees under the Inflation Reduction Act. These increases were offset by $3.6 million of inventory restocking and rig termination fees, $2.0 million of prior year inventory restocking fees and write-offs, and $0.7 million of lower midstream operating expenses and gas purchases.
Current wording
Other operating expenses were$19.4 million, or$0.07 per Mcfe, for theyear ended December 31, 2024, which wasan increase of$6.8 million, or 54%, from$12.6 million, or$0.04 per Mcfe, for theyear ended December 31, 2023. Theincrease in other operating expenses during theyear ended December 31, 2024 was primarily driven by the following factors: $5.3 million in CCUS operating expenses for CO 2 purchases and fuel and increased legal contingencies, $3.4 million in higher emissions monitoring costs, $2.1 million in well clean up costs and expenses related to a potential CCUS equity raise and investments, and $1.0 million in costs from the newly enacted EPA fees under the Inflation Reduction Act. These increases were offset by $3.6 million of inventory restocking and rig termination fees, $2.0 million of prior year inventory restocking fees and write-offs, and $0.7 million of lower midstream operating expenses and gas purchases.
Previous wording
Gains on contingent consideration liabilities. 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$9.7 million, for theyear ended December 31, 2024, which was a decrease of approximately$28.7 million from the $38.4 million gain for theyear ended December 31, 2023. The $9.7 million gain compared to the $38.4 million gain was primarily attributable to the prior period’s gain on contingent consideration liabilities with the Devon Barnett Acquisition of$25.0 million compared to the current period's gain of$7.5 million, as well as the prior period's gain on contingent consideration liabilities with the Exxon Barnett Acquisition of$13.4 million compared to the current period's gain of$2.2 million. There were higher gains in the prior period due to a significant decrease in the forward curve commodity pricing for natural gas (NYMEX) and oil (WTI) assumptions used in the Monte Carlo simulations during theyear ended December 31, 2023 compared to slight decreases during theyear ended December 31, 2024.
Current wording
Gains on contingent consideration liabilities. 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$9.7 million in 2024, compared to $38.4 million in 2023, which wasa decrease of$28.7 million. The decrease was primarily attributable to lower gains on contingent consideration liabilities with the Devon Barnett Acquisition and the Exxon Barnett Acquisition. Gains related to the Devon Barnett Acquisition were$7.5 million in 2024 compared to$25.0 million in 2023, and gains related to the Exxon Barnett Acquisition were $2.2 million in 2024 compared to $13.4 million in 2023. The higher gains in 2023 were due to a significant decrease in the forward curve commodity pricing for natural gas (NYMEX) and oil (WTI) assumptions used in the Monte Carlo simulations during that year compared to slight decreases in 2024.
Previous wording
Interest expense. Interest expense was$69.9 million for theyear ended December 31, 2023, which wasan increase of$43.6 million from$26.3 million for theyear ended December 31, 2022. Theincrease in interest expense during theyear ended December 31, 2023 was primarily driven by the term loans borrowed under our Term Loan Credit Agreement on June 30, 2022 and increased balances under our Revolving Credit Agreement and SCB Credit Facility.
Current wording
Interest expense. Interest expense was$45.6 million for theyear ended December 31, 2024, which wasa decrease of$24.4 million from$69.9 million for theyear ended December 31, 2023. Thedecrease in interest expense during theyear ended December 31, 2024, was primarily due to lower interest rates on our RBL Credit Agreement, which we entered into on June 11, 2024, and the subsequent paydown on the outstanding balances on our SCB Credit Facility, the Revolving Credit Agreement, and the Term Loan Credit Agreement, which incurred higher interest rates.
Previous wording
Interest expense, related party. Interest expense from related parties was$7.1 million for theyear ended December 31, 2023, which wasa decrease of$3.7 million from$10.8 million for theyear ended December 31, 2022. Thedecreasewas primarily due to the payment in full of the loan under the $116 Million Loan Agreement (as defined herein) in 2022, which provided nine months of interest compared to none in 2023. This was slightly offset by an increase in the interest on the loan under the related party loan with BNAC, which provided for seven months of interest in 2022 compared to a full year in 2023.
Current wording
Interest expense, related party. Interest expense from our related party was$5.2 million for theyear ended December 31, 2024, which wasa decrease of$1.9 million from$7.1 million for theyear ended December 31, 2023. Thedecreasewas primarily due to the payment in full of the loan with BNAC in 2023, which provided nine months of interest compared to none in 2024. This was slightly offset by an increase in the interest on the loan under the related party loan with BNAC, which provided for seven months of interest in 2023 compared to a full year in 2024.
Previous wording
Income tax benefit (expense). For theyear ended December 31, 2024, we had an income tax benefit of $43.6 million, which was a change of $71.8 million, from an income tax expense of $28.2 million for theyear ended December 31, 2023. The year-over-year change was primarily due to a pre-tax loss for theyear ended December 31, 2024 compared to a pre-tax income for theyear ended December 31, 2023. During theyear ended December 31, 2024, we also recognized additional income tax expense due to executive compensation disallowance, which was offset by a tax benefit from the monetization of Section 45Q tax credits associated with the injection of CO 2 waste in the Barnett Zero Project, Code Section 45I Marginal Well Credits from marginal production, excess tax benefits relating to the vesting of restricted shares, and by state apportionment changes due to the sale of Chaffee.
Current wording
Income tax benefit (expense). For theyear ended December 31, 2024, we had an income taxbenefit of$43.6 million, which was a change of$71.8 million, from an income taxexpense of $28.2 million for theyear ended December 31, 2023. The year-over-year change was primarily due to a pre-tax loss for theyear ended December 31, 2024, compared to a pre-tax income for theyear ended December 31, 2023. During theyear ended December 31, 2024, we also recognized additional income tax expense due to executive compensation disallowance, which was offset by a tax benefit from the monetization of Section 45Q tax credits associated with the injection of CO 2 waste in the Barnett Zero Project, Code Section 45I Marginal Well Credits from marginal production, excess tax benefits relating to the vesting of restricted shares, and by state apportionment changes due to the sale of Chaffee.
Previous wording
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 uses of cash during theyears ended December 31, 2024 and 2023 were to pay down debt and fund the development of our natural gas properties, and during the year ended December 31, 2022, our primary use of cash was to fund our Exxon Barnett Acquisition.
Current wording
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 uses of cash during the year ended December 31, 2025 were to fund the Bedrock Acquisition and the development of our natural gas properties. Our primary uses of cash during the years ended December 31, 2024 and 2023 were to pay down debt and fund the development of our natural gas properties.
Previous wording
During the years ended December 31, 2024, 2023, and 2022, cash paid for capital expenditures was $100.9 million, $187.7 million, and $248.1 million, respectively. Our current estimated budget for total capital expenditures in 2025 is approximately $320 million to $380 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.
Current wording
During the years ended December 31, 2025, 2024, and 2023, cash paid for capital expenditures was $300.2 million, $100.9 million, and $187.7 million, respectively. Our current estimated budget for total accrued capital expenditures in 2026 is approximately $410 million to $560 million on a Company-wide basis. To help fund these capital expenditures, we expect to receive approximately $50 million to $70 million of capital contributions from our joint venture partners in our CCUS and power businesses. Expected contributions from our joint venture partners would bring our net 2026 capital expenditure range to $360 million to $490 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.
Previous wording
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 of cash flows. We currently believe that our cash flows from operations, cash on hand, borrowings under our RBL Credit Agreement, and our commodity hedges in place will provide sufficient liquidity to fund our operations and our capital expenditures into 2025, excluding our CCUS business. We expect to fund up to 50% of our CCUS business from a variety of external sources, which may include joint ventures, project-based equity partnerships, debt financing, and federal grants with the remaining capital needs being funded with cash flows from operations. We are currently in non-binding exclusive discussions concerning a potential joint venture with a third-party investor with the expectation to close in the first half of 2025. We are targeting completion of third-party CCUS financing in 2025; however, there can be no assurance that we will be able to complete any CCUS financing on our targeted timeline or at all.
Current wording
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 the 2030 Senior Notes, the 2025 Equity Offering, and our commodity hedges in place will provide sufficient liquidity to fund our operations and our capital expenditures into 2026, 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.
Previous wording
Cash flows provided by operating activities. Net cash provided by operating activities was $118.5 million for the year ended December 31, 2024, compared to $123.1 million for theyear ended December 31, 2023. Net cash provided by operating activities decreased during the year ended December 31, 2024 compared to theyear ended December 31, 2023 due to a $41.5 million decrease in income from operations (excluding net unrealized gains (losses), depreciation, depletion, amortization, and accretion, equity-based compensation, and gain on sales of assets), resulting from lower natural gas prices compared to 2023, a $17.3 million decrease in working capital, $10.0 million in distributions from the BKV-BPP Power Joint Venture made in 2023, and $3.9 million of transaction costs associated with the sale of Chaffee and certain non-operated upstream assets in Chelsea. These decreases were offset by reduced settlements of contingent liabilities of $45.0 million and cash received from the sale of call options of $23.5 million.
Current wording
Net cash provided by operating activities was $118.5 million for theyear ended December 31, 2024, compared to $123.1 million for the year ended December 31, 2023. The decrease of $4.5 million was due to a $41.5 million decrease in income from operations (excluding non-cash items), resulting from lower natural gas prices compared to 2023, an unfavorable $17.3 million change in working capital, $10.0 million in distributions from the BKV-BPP Power Joint Venture made in 2023, and $3.9 million of transaction costs associated with the sale of Chaffee and certain non-operated upstream assets in Chelsea. These decreases were offset by reduced settlements of contingent liabilities of $45.0 million and cash received from the sale of call options of $23.5 million.
Previous wording
Cash flows provided by (used in) investing activities. Net cash provided by investing activities was $36.1 million for the year ended December 31, 2024, compared to net cash used in investing activities of $177.8 million for the year ended December 31, 2023. Contributing to the cash inflow during the year ended December 31, 2024 were the total proceeds from the sale of Chaffee and certain non-operated upstream assets held by Chelsea of $132.6 million. The change was also due to the decrease of $49.0 million of capital expenditures (excluding CCUS activities), a $37.8 million reduction of CCUS-related expenditures, and a $4.9 million decrease in cash used for acquisition of natural gas properties for the year ended December 31, 2024 compared to the prior year. This was offset by a reduction of $10.4 million of cash proceeds from other investing activities for the year ended December 31, 2024 compared to the prior year.
Current wording
Net cash provided by investing activities was $36.1 million for the year ended December 31, 2024, compared to net cash used in investing activities of $177.8 million for the year ended December 31, 2023. The increase in cash inflows of $213.9 million was due to the $132.6 million of total proceeds from the sale of Chaffee and certain non-operated upstream assets held by Chelsea during the year ended December 31, 2024. The change was also due to a decrease of $49.0 million in capital expenditures (excluding CCUS activities), a $37.8 million reduction of CCUS-related expenditures, and a $4.9 million decrease in cash used for acquisition of natural gas properties for the year ended December 31, 2024 compared to the prior year. These inflows were offset by a reduction of $10.4 million of cash proceeds from other investing activities for the year ended December 31, 2024 compared to the prior year.
Showing the first 40 of 52 pairs. Open the source sections for the rest.
Rearranged current paragraphs (7)
Current report — wording carried from elsewhere
Our midstream revenues decreased by $2.1 million, or 17%, to $10.5 million for the year ended December 31, 2025, from $12.6 million for the year ended December 31, 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.
Current report — wording carried from elsewhere
For theyear ended December 31, 2025, we did not sell any businesses or subsidiaries. For theyear ended December 31, 2024, we sold our wholly-owned subsidiary, Chaffee, for $104.4 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 $7.1 million.
Current report — wording carried from elsewhere
Gains on contingent consideration liabilities. For theyear ended December 31, 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 $9.7 million for theyear ended December 31, 2024, consisting of a gain of$7.5 million and a gain of $2.2 million from the Devon Barnett Acquisition and the Exxon Barnett Acquisition, respectively. The contingent consideration provisions under these purchase agreements expired in 2024.
Current report — wording carried from elsewhere
Income tax benefit (expense). For theyear ended December 31, 2025, we had an income tax expense of $35.4 million, which was a change of $79.0 million, from an income tax benefit of $43.6 million for theyear ended December 31, 2024. The year-over-year change was primarily due to a pre-tax income for theyear ended December 31, 2025 compared to a pre-tax loss for theyear ended December 31, 2024.
Current report — wording carried from elsewhere
Earnings from equity affiliate. Earnings from our equity affiliate was$10.4 million for theyear ended December 31, 2024, which was a decrease of$6.4 million, from$16.9 million compared to theyear ended December 31, 2023. Earnings from our equity affiliate is related to our investment in, and our proportionate share in the income or losses of, the BKV-BPP Power Joint Venture.
Current report — wording carried from elsewhere
Loss on early extinguishment of debt. Loss on early extinguishment of debt was $13.9 million for the year ended December 31, 2024, in connection with the early termination of our Term Loan Credit Agreement and Revolving Credit Agreement that took place in June 2024.
Current report — wording carried from elsewhere
For more information about our joint ventures with BPPUS, see “—Risk Factors— Risks Related to Our Power Generation Business— We operate our power generation business through a joint venture that requires the consent of BPPUS for certain material actions.” and “Risk Factors— Risks Related to Our CCUS Business— We operate the Cotton Cove Project through a joint venture that requires the consent of BPPUS for certain material actions.”
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
•Net cash provided by operating activities was $118.5 million.
Previous report — wording carried elsewhere
Gains on contingent consideration liabilities. 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$38.4 million for theyear ended December 31, 2023, which wasan increase of$31.7 million from the$6.6 million gain for theyear ended December 31, 2022. The$38.4 million gain compared to the$6.6 million gain was primarily attributable to a gain on contingent consideration liabilities from the Devon Barnett Acquisition of$25.0 million. Higher decreases in forward curve commodity pricing for natural gas (NYMEX) and oil (WTI) assumptions used in the Monte Carlo simulations during theyear ended December 31, 2023, compared to moderate decreases during theyear ended December 31, 2022 further decreased the fair market value of the liability by $19.9 million. The remaining $11.8 million of the current period gain on contingent consideration liabilities was attributed to the 2022 Exxon Barnett Acquisition, which was also driven by decreases in forward curve commodity pricing compared to theyear ended December 31, 2022.
Previous report — wording carried elsewhere
$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.