As filed with the Securities and Exchange Commission on January 12, 2024

Registration No. 333-268469​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 9
TO

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BKV CORPORATION

(Exact name of registrant as specified in its charter)

1200 17th Street, Suite 2100
Denver, Colorado 80202
(720) 375-9680

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Christopher P. Kalnin
Chief Executive Officer
BKV Corporation
1200 17th Street, Suite 2100
Denver, Colorado 80202
(720) 375-9680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED     , 2024

PRELIMINARY PROSPECTUS

    Shares

BKV Corporation

Common Stock

This is the initial public offering of common stock of BKV Corporation, a Delaware corporation. Prior to this offering, there has been no public market for our common stock. We anticipate that the initial public offering price will be between $      and $      per share. We have applied to list our common stock on the New York Stock Exchange (“NYSE”) under the symbol “BKV.”

We have granted the underwriters a 30-day option to purchase up to     additional shares from us at the initial public offering price, less the underwriting discounts and commissions.

We are an “emerging growth company” as the term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Upon completion of this offering, affiliates of Banpu Public Company Limited will beneficially own approximately     % of the voting power of the outstanding shares of our common stock. As a result, we will be a “controlled company” within the meaning of the NYSE rules. See “Management—Controlled Company.”

Investing in our common stock involves risks, including those described under “Risk Factors” beginning on page 44 of this prospectus.

​

(1)

The underwriters will also be reimbursed for certain expenses incurred in this offering. See “Underwriting” for additional information regarding underwriting compensation.

​

Neither the Securities and Exchange Commission nor any securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of our common stock on or about            , 2024.

Joint Book-Running Managers

Co-Managers

The date of this prospectus is               , 2024.

 

TABLE OF CONTENTS

Dealer Prospectus Delivery Obligation

Through and including             , 2024 (the 25th day after the date of this prospectus), all dealers that effect transactions in our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

You should rely only on the information contained in this prospectus or in any free writing prospectus that we authorize to be distributed to you. We and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you, and neither we, nor the underwriters take responsibility for any other information others may give you. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

 

i

 

Industry and Market Data

In this prospectus, we present certain market and industry data. This information is based on third-party sources which we believe to be reliable as of their respective dates. Neither we nor the underwriters have independently verified any third-party information. Some data is also based on our good faith estimates. Expectations of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause future performance to differ materially from our expectations. See “Cautionary Statement Regarding Forward-Looking Statements.”

Reverse Stock Split

On October 30, 2023, we completed a one-for-two reverse stock split. As a result of the reverse stock split, every two shares of our outstanding common stock were combined into and now represent one share of common stock, and fractional shares were paid out in cash.

Following the reverse stock split, our authorized capital stock consists of 300,000,000 shares of common stock, $0.01 par value per share, of which 66,275,918 shares are issued and outstanding, and 80,000,000 shares of preferred stock, $0.01 par value per share, of which no shares are issued and outstanding. The number of shares of common stock that will be outstanding immediately after the completion of this offering is based on        shares of our common stock to be issued pursuant to this offering (assuming the underwriters do not exercise their option to purchase additional shares) and excludes 5,000,000 additional shares of our common stock reserved for awards pursuant to the BKV Corporation 2022 Equity and Incentive Compensation Plan (the “2022 Plan”) and 500,000 shares of our common stock available for purchase by employees pursuant to the BKV Corporation Employee Stock Purchase Plan (the “ESPP”), which will become effective upon the completion of this offering.

Presentation of Financial, Reserves and Operating Data

Unless indicated otherwise, the historical financial information presented in this prospectus is that of BKV Corporation and its consolidated subsidiaries as of December 31, 2022 or September 30, 2023, as applicable. The pro forma financial information presented in this prospectus presents the combination of the historical consolidated financial statements of the Company, as adjusted to give effect to the Exxon Barnett Acquisition, the related financing under the Term Loan Credit Agreement and the $75 Million Loan Agreement (each as defined herein). Please see “Unaudited Pro Forma Combined Consolidated Financial Statements” included elsewhere in this prospectus.

The historical natural gas, NGL and oil reserves data presented in this prospectus as of June 30, 2023 and December 31, 2022, 2021 and 2020 are based on the reserves reports prepared by Ryder Scott Company, L.P., independent petroleum engineers.

In addition, unless indicated otherwise, the operational data presented in this prospectus is that of BKV Corporation and its consolidated subsidiaries on a consolidated basis as of and for the periods presented.

As a result of our acquisition transactions in recent years, our historical operating, financial and reserves data may not be comparable between periods presented in this prospectus. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors that Affect Comparability of Our Results of Operations.”

Trademarks and Trade Names

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, ™ or SM symbols,

 

ii

 

but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

Rounding and Percentages

The financial information and certain other information presented in this prospectus have been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column in certain tables in this prospectus. In addition, certain percentages presented in this prospectus reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers or may not sum due to rounding.

Other Considerations

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” for additional information regarding these risks.

You should read this prospectus and any written communication prepared by us or on our behalf in connection with this offering, together with the additional information described in the section of this prospectus titled “Where You Can Find More Information.” We have not authorized anyone to provide you with information or to make any representation in connection with this offering other than those contained herein. If anyone makes any recommendation or gives any information or representation regarding this offering, you should not rely on that recommendation, information or representation as having been authorized by us, the underwriters or any other person on our behalf. The information contained in this prospectus is accurate only as of the date of which it is shown, or if no date is otherwise indicated, the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our shares of common stock. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. Our business, financial condition, results of operations and prospects may have changed since that date. Information contained on our website is not part of this prospectus.

No action is being taken in any jurisdiction outside the United States to permit a public offering of shares of common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

Glossary of Oil and Natural Gas Terms

The following are abbreviations and definitions of certain terms used in this prospectus, which are commonly used in the oil and natural gas industry:

“Bbl” refers to one stock tank barrel, of 42 U.S. gallons liquid volume, used in this prospectus in reference to crude oil or other liquid hydrocarbons.

“Bcf” refers to one billion cubic feet of natural gas or CO2.

“Bcfe” refers to one billion cubic feet of natural gas equivalent.

“Btu” refers to British thermal unit, which is the heat required to raise the temperature of one pound of liquid water by one degree Fahrenheit.

“CCUS” refers to carbon capture, utilization and sequestration.

“CO2” refers to carbon dioxide.

“CO2e” refers to carbon dioxide equivalent.

“developed acreage” refers to the number of acres that are allocated or assignable to productive wells or wells capable of production.

 

iii

 

“developed reserves” are reserves of any category that can be expected to be recovered: (i) through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well or (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

“dry hole” refers to a well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

“Effective NRI” refers to our share of leasehold ownership after all burdens, such as royalty and overriding royalty interests, have been deducted from the working interest, weighted by our net acres owned in the Barnett from the assets acquired in the Devon Barnett Acquisition and the Exxon Barnett Acquisition.

“gross acres,” “gross acreage” or “gross wells” refers to the total acres, acreage or wells, as the case may be, in which a working interest is owned.

“IPIECA” refers to the International Petroleum Industry Environmental Conservation Association.

“lean gas” refers to natural gas that contains a few or no liquefiable liquid hydrocarbons.

“LNG” refers to liquefied natural gas.

“Maintenance Reinvestment Rate” for any period refers to the maximum rate of our total capital expenditures accrued for the development of natural gas properties (excluding leasehold costs and acquisitions) for such period as a percentage of Adjusted EBITDAX for the same period that is necessary to hold our production for such period flat.

“MBbls” refers to one thousand barrels of crude oil or other liquid hydrocarbons.

“Mcf” refers to one thousand cubic feet.

“Mcf/d” refers to one thousand cubic feet per day.

“Mcfe” refers to one thousand cubic feet of natural gas equivalent.

“MMBtu” refers to one million Btus.

“MMcf” refers to one million cubic feet.

“MMcf/d” refers to one million cubic feet per day.

“MMcfe” refers to one million cubic feet of natural gas equivalent, calculated by converting barrels of crude oil or other liquid hydrocarbons to natural gas at a ratio of one Bbl to six Mcf of natural gas. This is an energy content correlation and does not reflect a value or price relationship between the commodities.

“MMcfe/d” refers to one million cubic feet of natural gas equivalent per day.

“Mtpa” refers to million metric tons of LNG per year.

“Mtpy” refers to million metric tons per year.

“net acres” refers to the percentage of total acres an owner has out of a particular number of acres, or a specified tract. For example, an owner who has 50% interest in 100 acres owns 50 net acres.

“net operated development well” refers to a gross operated development well that has been drilled, proportionately reduced by our working interest in such well.

“NGL” refers to natural gas liquids.

“NYMEX” refers to the New York Mercantile Exchange.

“OPEC” refers to the Organization of the Petroleum Exporting Countries.

 

iv

 

“possible reserves” refers to those additional reserves that are less certain to be recovered than probable reserves. When deterministic methods are used, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. When probabilistic methods are used, there should be at least a 10% probability that the total quantities ultimately recovered will equal or exceed the proved plus probable plus possible reserves estimates. Possible reserves may be assigned to areas of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geoscience and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir by a defined project. Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves. The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects. Possible reserves may be assigned where geoscience and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and the registrant believes that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir. Where direct observation has defined a highest known oil (“HKO”) elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

“probable reserves” refers to those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered. When deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. When probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the proved plus probable reserves estimates. Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir. Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves. The proved plus probable and proved plus probable plus possible reserves estimates must be based on reasonable alternative technical and commercial interpretations within the reservoir or subject project that are clearly documented, including comparisons to results in successful similar projects. Where direct observation has defined an HKO elevation and the potential exists for an associated gas cap, proved oil reserves should be assigned in the structurally higher portions of the reservoir above the HKO only if the higher contact can be established with reasonable certainty through reliable technology. Portions of the reservoir that do not meet this reasonable certainty criterion may be assigned as probable and possible oil or gas based on reservoir fluid properties and pressure gradient interpretations.

“proved developed non-producing reserves” refers to proved developed reserves expected to be recovered from (i) completion intervals that are open at the time of the estimate but which have not yet started producing, (ii) wells which were shut-in for market conditions or pipeline connections, (iii) wells not capable of production for mechanical reasons or (iv) zones in existing wells that will require additional completion work or future re‑completion before start of production with minor cost to access these reserves, in each case, which production can be initiated or restored with relatively low expenditure compared to the cost of drilling a new well. While not a requirement for disclosure under SEC regulations, proved developed non-producing reserves have been sub-classified and calculated by Ryder Scott in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers.

 

v

 

“proved developed producing reserves” or “PDP reserves” refers to quantities of proved developed reserves expected to be recovered from completion intervals that are open and producing at the effective date of the estimate. Improved recovery reserves are considered producing only after the improved recovery project is in operation. While not a requirement for disclosure under SEC regulations, PDP reserves have been sub-classified and calculated by Ryder Scott in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers.

“proved reserves” refers to quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible — from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations — prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. The area of the reservoir considered as proved includes: (i) the area identified by drilling and limited by fluid contacts, if any, and (ii) adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data. In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (“LKH”) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty. Where direct observation from well penetrations has defined an HKO elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty. Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when: (a) successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and (b) the project has been approved for development by all necessary parties and entities, including governmental entities. Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

“PUD reserves” refers to proved undeveloped reserves.

“rich gas” refers to natural gas containing heavier hydrocarbons than a lean gas.

“Scope 1 emissions” refers to direct GHG emissions that occur from sources that are controlled or owned by an organization.

“Scope 2 emissions” refers to indirect GHG emissions associated with the purchase of electricity, steam, heat or cooling.

“Scope 3 emissions” refers to GHG emissions that result from the end use of an organization’s products, as estimated per Category 11 (Use of Sold Product), as well as emissions from other business activities from assets not owned or controlled by the organization but that the organization indirectly impacts in its value chain.

“Tcfe” refers to one trillion cubic feet of natural gas equivalent.

“undeveloped acreage” refers to acreage under lease on which wells have not been drilled or completed such that there is not production of commercial quantities of hydrocarbons.

“undeveloped reserves” are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are

 

vi

 

reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time. Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology establishing reasonable certainty.

“Upstream Reinvestment Rate” for any period refers to our total capital expenditures accrued for the development of natural gas properties (excluding leasehold costs and acquisitions) for such period as a percentage of Adjusted EBITDAX for the same period.

“working interest” refers to the right granted to the lessee of a property to explore for and to produce and own natural gas or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

 

vii

 

Commonly Used Defined Terms

As used in this prospectus, unless the context indicates or otherwise requires, the terms listed below have the following meanings:

“Banpu” refers to our sponsor, Banpu Public Company Limited, a public company listed on the Stock Exchange of Thailand and the ultimate parent company of BKV Corporation, BNAC, Banpu Power and BPPUS.

“Banpu Power” refers to Banpu Power Public Company Limited, a public company listed on the Stock Exchange of Thailand. Banpu owns approximately 78.66% of Banpu Power as of September 30, 2023.

“Barnett” refers to the Barnett Shale in the Fort Worth Basin of Texas.

“BKV Barnett” refers to BKV Barnett LLC, a Delaware limited liability company and wholly owned subsidiary of BKV Corporation.

“BKV Chaffee” refers to BKV Chaffee Corners, LLC, a Delaware limited liability company and wholly owned subsidiary of BKV Corporation.

“BKV Chelsea” refers to BKV Chelsea, LLC, a Delaware limited liability company and wholly owned subsidiary of BKV Corporation.

“BKV dCarbon Ventures” refers to BKV dCarbon Ventures, LLC, a Delaware limited liability company and the CCUS business of BKV Corporation.

“BKVerde” refers to BKVerde, LLC, a Delaware limited liability company and wholly owned subsidiary of BKV dCarbon Ventures.

“BKV Midstream” refers to BKV Midstream, LLC, a Delaware limited liability company and wholly owned subsidiary of BKV Corporation.

“BKV O&G” refers to BKV Oil and Gas Capital Partners, L.P., a Delaware limited partnership and wholly owned subsidiary of BKV Corporation, which was dissolved on September 19, 2022, on which date all ownership interests in subsidiaries of BKV O&G were assigned to BKV Corporation.

“BKV Operating” refers to BKV Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of BKV Corporation.

“BKV-BPP Cotton Cove” or “BKV-BPP Cotton Cove Joint Venture” refers to BKV-BPP Cotton Cove, LLC, a Delaware limited liability company and the joint venture between BKV dCarbon Ventures and BPPUS, in which we own an indirect 51% interest.

“BKV-BPP Power” or “BKV-BPP Power Joint Venture” refers to BKV-BPP Power LLC, a Delaware limited liability company and the joint venture between BKV Corporation and BPPUS, in which we own a 50% interest.

“BKV-BPP Retail” refers to BKV-BPP Retail, LLC, a Delaware limited liability company and wholly owned subsidiary of the BKV-BPP Power Joint Venture.

“BNAC” refers to Banpu North America Corporation, a subsidiary of Banpu, our sponsor, and the majority stockholder of BKV Corporation.

“BPPUS” refers to Banpu Power US Corporation, a wholly owned subsidiary of Banpu Power and the owner of a 50% interest in the BKV-BPP Power Joint Venture and a 49% interest in the BKV-BPP Cotton Cove Joint Venture.

“bylaws” refers to the second amended and restated bylaws of BKV Corporation to be adopted in connection with the consummation of this offering.

“Carbon Sequestered Gas” refers to a Scope 1, 2 and 3 carbon neutral natural gas product.

 

viii

 

“certificate of incorporation” refers to the second amended and restated certificate of incorporation of BKV Corporation to be adopted in connection with the consummation of this offering.

“Code” means the Internal Revenue Code of 1986, as amended.

“Data Lake” refers to a centralized cloud, large data technology that stores all company data and enables dashboards, visualizations, and analytics from a variety of systems and inputs.

“Devon Barnett Acquisition” refers to our acquisition of more than 289,000 net acres, 3,850 producing operated wells and related upstream assets in the Barnett from Devon Energy Corporation, which closed in October 2020.

“ERCOT” refers to the Electric Reliability Council of Texas.

“ESG” refers to environmental, social and governance.

“Exxon Barnett Acquisition” refers to our acquisition of approximately 165,000 net acres, 2,100 operated wells and related natural gas upstream, midstream and other assets in the Barnett from XTO Energy, Inc. and Barnett Gathering LLC, subsidiaries of Exxon Mobil Corporation, which closed on June 30, 2022.

“FID” refers to final investment decision.

“GAAP” refers to generally accepted accounting principles in the United States.

“GHG” refers to greenhouse gases.

“governing documents” refers to our certificate of incorporation and our bylaws.

“High West” refers to High West Sequestration, LLC, a Louisiana limited liability company and wholly owned subsidiary of BKV dCarbon Ventures.

“HRCO” refers to a contract for the financial purchase and sale of power based on a floating price of natural gas at a predetermined location using a predetermined conversion factor, or heat rate, required to turn the fuel input into electricity.

“Kalnin Ventures” refers to Kalnin Ventures LLC, a Colorado limited liability company and wholly owned subsidiary of BKV Corporation.

“NEPA” refers to the Marcellus Shale in the Appalachian Basin of Northeast Pennsylvania.

“net zero” refers to the full elimination and/or offset of Scope 1, Scope 2 and/or Scope 3 emissions, as applicable, from our owned and operated upstream businesses.

“NGP” refers to natural gas processing.

“Responsibly Sourced Gas” or “RSG” refers to natural gas produced from a well which has gone through Project Canary’s TrustWell environmental assessment and verification process and has a current TrustWell rating.

“Ryder Scott” refers to Ryder Scott Company, L.P., independent petroleum engineers.

“SREC” refers to Solar Renewable Energy Credit, which represents a form of environmental attribute associated with solar energy generation, which can be marketed for financial gain to improve project economics or retired to offset the SREC owners’ Scope 2 emissions. For every 1000 kilowatt-hours of electricity produced by an eligible solar facility, one renewable energy credit and one compliance premium is awarded. The combination of a renewable energy credit and a compliance premium is known as an SREC. For a solar facility to be credited with that SREC, the system must be certified and registered by state agencies.

“Temple I” refers to the combined gas turbine and steam turbine power plant located in Temple, Texas and owned by the BKV-BPP Power Joint Venture.

“Temple II” refers to a second combined gas turbine and steam turbine power plant located in Temple, Texas, which power plant sits on the same site as Temple I and is owned by the BKV-BPP Power Joint Venture.

“Temple Plants” refers to Temple I and Temple II, collectively.

 

ix

 

1

 

2

 

3

 

4

 

5

 

6

 

7

 

8

 

9

 

​

10

 

11

 

12

 

​

13

 

​

14

 

​

15

 

​

16

 

17

 

18

 

19

 

20

 

21

 

22

 

23

 

​

24

 

​

25

 

​

26

 

​

​

​

Nine Months Ended September 30,

​

​

Year Ended December 31,

​

​

Pro Forma Year Ended December 31, 2022

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

2020

​

​

​

​

(in thousands, except per share amounts)

​

Revenues and other operating income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas revenues

​

​

​

$

379,044

​

​

​

​

$

969,525

​

​

​

​

$

1,310,339

​

​

​

​

$

597,050

​

​

​

​

$

101,758

​

​

​

​

​

*

​

​

NGL revenues

​

​

​

​

141,718

​

​

​

​

​

247,404

​

​

​

​

​

311,542

​

​

​

​

​

225,135

​

​

​

​

​

11,952

​

​

​

​

​

*

​

​

Oil revenues

​

​

​

​

6,559

​

​

​

​

​

7,544

​

​

​

​

​

11,866

​

​

​

​

​

7,560

​

​

​

​

​

1,333

​

​

​

​

​

*

​

​

Natural gas, NGL, and oil revenues

​

​

​

​

527,321

​

​

​

​

​

1,224,473

​

​

​

​

​

1,633,747

​

​

​

​

​

829,745

​

​

​

​

​

115,043

​

​

​

​

$

1,852,979

​

​

Midstream revenues

​

​

​

​

12,227

​

​

​

​

​

6,080

​

​

​

​

​

12,676

​

​

​

​

​

6,917

​

​

​

​

​

7,458

​

​

​

​

​

16,297

​

​

Derivative gains (losses), net

​

​

​

​

126,274

​

​

​

​

​

(720,312)

​

​

​

​

​

(629,701)

​

​

​

​

​

(383,847)

​

​

​

​

​

20,755

​

​

​

​

​

(629,701)

​

​

Marketing revenues

​

​

​

​

6,668

​

​

​

​

​

7,197

​

​

​

​

​

11,001

​

​

​

​

​

52,616

​

​

​

​

​

—

​

​

​

​

​

11,001

​

​

Related party and other

​

​

​

​

5,236

​

​

​

​

​

2,008

​

​

​

​

​

2,799

​

​

​

​

​

251

​

​

​

​

​

33

​

​

​

​

​

3,047

​

​

Total revenues and other operating income

​

​

​

​

677,726

​

​

​

​

​

519,446

​

​

​

​

​

1,030,522

​

​

​

​

​

505,682

​

​

​

​

​

143,289

​

​

​

​

​

1,253,623

​

​

27

 

​

​

​

Nine Months Ended September 30,

​

​

Year Ended December 31,

​

​

Pro Forma Year Ended December 31, 2022

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

2020

​

​

​

​

(in thousands, except per share amounts)

​

Operating expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Lease operating and workover

​

​

​

​

114,193

​

​

​

​

​

84,819

​

​

​

​

​

135,064

​

​

​

​

​

88,105

​

​

​

​

​

31,260

​

​

​

​

​

193,240

​

​

Taxes other than income

​

​

​

​

59,221

​

​

​

​

​

86,164

​

​

​

​

​

114,668

​

​

​

​

​

45,650

​

​

​

​

​

5,151

​

​

​

​

​

125,364

​

​

Gathering and transportation

​

​

​

​

183,074

​

​

​

​

​

153,281

​

​

​

​

​

208,758

​

​

​

​

​

173,587

​

​

​

​

​

—

​

​

​

​

​

234,079

​

​

Depreciation, depletion, amortization and accretion(1)

​

​

​

​

130,623

​

​

​

​

​

77,670

​

​

​

​

​

118,909

​

​

​

​

​

92,277

​

​

​

​

​

87,343

​

​

​

​

​

145,100

​

​

General and administrative

​

​

​

​

80,965

​

​

​

​

​

107,341

​

​

​

​

​

148,559

​

​

​

​

​

85,740

​

​

​

​

​

29,442

​

​

​

​

​

148,559

​

​

Other

​

​

​

​

10,716

​

​

​

​

​

2,051

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Total operating expenses

​

​

​

​

578,792

​

​

​

​

​

511,326

​

​

​

​

​

725,958

​

​

​

​

​

485,359

​

​

​

​

​

153,196

​

​

​

​

​

846,342

​

​

Income (loss) from operations

​

​

​

​

98,934

​

​

​

​

​

8,120

​

​

​

​

​

304,564

​

​

​

​

​

20,323

​

​

​

​

​

(9,907)

​

​

​

​

​

407,281

​

​

Other income and expense

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Bargain purchase gain

​

​

​

​

—

​

​

​

​

​

163,653

​

​

​

​

​

170,853

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

170,853

​

​

Gain on settlement of litigation

​

​

​

​

—

​

​

​

​

​

16,866

​

​

​

​

​

16,866

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

16,866

​

​

Gains (losses) on contingent consideration liabilities(2)

​

​

​

​

24,113

​

​

​

​

​

(31,089)

​

​

​

​

​

6,632

​

​

​

​

​

(194,968)

​

​

​

​

​

7,135

​

​

​

​

​

6,632

​

​

Earnings (losses) from equity affiliate

​

​

​

​

34,792

​

​

​

​

​

14,486

​

​

​

​

​

8,493

​

​

​

​

​

910

​

​

​

​

​

—

​

​

​

​

​

8,493

​

​

Interest income

​

​

​

​

1,555

​

​

​

​

​

382

​

​

​

​

​

1,143

​

​

​

​

​

8

​

​

​

​

​

121

​

​

​

​

​

1,143

​

​

Interest expense

​

​

​

​

(54,446)

​

​

​

​

​

(13,013)

​

​

​

​

​

(26,322)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(47,396)

​

​

Interest expense, related party

​

​

​

​

(5,083)

​

​

​

​

​

(9,321)

​

​

​

​

​

(10,846)

​

​

​

​

​

(2,134)

​

​

​

​

​

(1,713)

​

​

​

​

​

(11,663)

​

​

Other income

​

​

​

​

2,554

​

​

​

​

​

1,051

​

​

​

​

​

1,411

​

​

​

​

​

872

​

​

​

​

​

—

​

​

​

​

​

1,411

​

​

Income (loss) before income taxes

​

​

​

​

102,419

​

​

​

​

​

151,135

​

​

​

​

​

472,794

​

​

​

​

​

(174,989)

​

​

​

​

​

(4,364)

​

​

​

​

​

553,620

​

​

Income tax benefit (expense)

​

​

​

​

(23,041)

​

​

​

​

​

2,989

​

​

​

​

​

(62,652)

​

​

​

​

​

40,526

​

​

​

​

​

(38,982)

​

​

​

​

​

(81,242)

​

​

Net income (loss) attributable to BKV Corporation

​

​

​

​

79,378

​

​

​

​

​

154,124

​

​

​

​

​

410,142

​

​

​

​

​

(134,463)

​

​

​

​

​

(43,346)

​

​

​

​

​

472,378

​

​

Less accretion of preferred stock to redemption value

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(3,745)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Less preferred stock dividends

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(9,900)

​

​

​

​

​

(460)

​

​

​

​

​

—

​

​

Less deemed dividend on redemption of preferred stock

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(22,606)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Net income (loss) attributable to common stockholders

​

​

​

$

79,378

​

​

​

​

$

154,124

​

​

​

​

$

410,142

​

​

​

​

$

(170,714)

​

​

​

​

$

(43,806)

​

​

​

​

$

472,378

​

​

Net income (loss) per common share(3)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

$

1.35

​

​

​

​

$

2.63

​

​

​

​

$

6.99

​

​

​

​

$

(2.92)

​

​

​

​

$

(0.83)

​

​

​

​

$

8.05

​

​

Diluted

​

​

​

$

1.27

​

​

​

​

$

2.47

​

​

​

​

$

6.62

​

​

​

​

$

(2.92)

​

​

​

​

$

(0.83)

​

​

​

​

$

7.62

​

​

Weighted average number of common shares outstanding(3)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

​

58,861

​

​

​

​

​

58,658

​

​

​

​

​

58,659

​

​

​

​

​

58,496

​

​

​

​

​

52,638

​

​

​

​

​

58,659

​

​

Diluted

​

​

​

​

62,373

​

​

​

​

​

62,298

​

​

​

​

​

61,990

​

​

​

​

​

58,496

​

​

​

​

​

52,638

​

​

​

​

​

61,990

​

​

Balance sheet information (at period end)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

​

​

$

54,133

​

​

​

​

$

167,143

​

​

​

​

$

153,128

​

​

​

​

$

134,667

​

​

​

​

$

17,445

​

​

​

​

​

**

​

​

Restricted cash(4)​

​

​

​

$

138,300

​

​

​

​

$

17,473

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

​

**

​

​

Total natural gas properties, net

​

​

​

$

2,205,330

​

​

​

​

$

2,203,766

​

​

​

​

$

2,209,518

​

​

​

​

$

1,176,117

​

​

​

​

$

1,169,297

​

​

​

​

​

**

​

​

Total assets

​

​

​

$

2,722,068

​

​

​

​

$

2,748,365

​

​

​

​

$

2,702,573

​

​

​

​

$

1,620,828

​

​

​

​

$

1,342,492

​

​

​

​

​

**

​

​

Total liabilities

​

​

​

$

1,282,799

​

​

​

​

$

1,811,085

​

​

​

​

$

1,506,649

​

​

​

​

$

865,889

​

​

​

​

$

262,424

​

​

​

​

​

**

​

​

Total mezzanine equity

​

​

​

$

143,747

​

​

​

​

$

159,230

​

​

​

​

$

151,883

​

​

​

​

$

83,847

​

​

​

​

$

137,212

​

​

​

​

​

**

​

​

Total stockholders’ equity

​

​

​

$

1,295,522

​

​

​

​

$

778,050

​

​

​

​

$

1,044,041

​

​

​

​

$

671,092

​

​

​

​

$

942,856

​

​

​

​

​

**

​

​

28

 

​

​

​

Nine Months Ended September 30,

​

​

Year Ended December 31,

​

​

Pro Forma Year Ended December 31, 2022

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

2020

​

​

​

​

(in thousands, except per share amounts)

​

Statement of cash flows information

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net cash provided by (used in) operating activities

​

​

​

$

115,431

​

​

​

​

$

260,822

​

​

​

​

$

349,194

​

​

​

​

$

358,133

​

​

​

​

$

(7,405)

​

​

​

​

​

**

​

​

Net cash used in investing activities

​

​

​

$

(156,291)

​

​

​

​

$

(786,079)

​

​

​

​

$

(865,566)

​

​

​

​

$

(161,858)

​

​

​

​

$

(513,992)

​

​

​

​

​

**

​

​

Net cash provided by (used in) financing activities

​

​

​

$

80,165

​

​

​

​

$

575,206

​

​

​

​

$

534,833

​

​

​

​

$

(79,053)

​

​

​

​

$

442,723

​

​

​

​

​

**

​

​

Other financial data (unaudited)(5)

​

​

​

​

​

​

​

Adjusted EBITDAX

​

​

​

$

183,749

​

​

​

​

$

437,658

​

​

​

​

$

575,504

​

​

​

​

$

281,024

​

​

​

​

$

65,147

​

​

​

​

$

704,083

​

​

Upstream capital expenditures (accrued)(6)

​

​

​

$

100,919

​

​

​

​

$

173,024

​

​

​

​

$

253,179

​

​

​

​

$

77,634

​

​

​

​

$

9,340

​

​

​

​

​

**

​

​

Upstream Reinvestment Rate(6)​

​

​

​

​

55%

​

​

​

​

​

40%

​

​

​

​

​

44%

​

​

​

​

​

28%

​

​

​

​

​

14%

​

​

​

​

​

**

​

​

Adjusted Free Cash Flow

​

​

​

$

(22,610)

​

​

​

​

$

109,806

​

​

​

​

$

169,213

​

​

​

​

$

165,090

​

​

​

​

$

56,604

​

​

​

​

​

**

​

​

Adjusted Free Cash Flow Margin

​

​

​

​

(4)%

​

​

​

​

​

9%

​

​

​

​

​

10%

​

​

​

​

​

19%

​

​

​

​

​

46%

​

​

​

​

​

**

​

​

Total Net Leverage Ratio

​

​

​

​

1.94x

​

​

​

​

​

0.81x

​

​

​

​

​

1.00x

​

​

​

​

​

0.11x

​

​

​

​

​

0.10x

​

​

​

​

​

**

​

​

​

29

 

30

 

​

​

​

Nine Months Ended September 30,

​

​

Year Ended December 31,

​

​

Pro Forma Year Ended December 31, 2022

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

2020

​

​

​

​

(in thousands)

​

​

​

​

​

​

​

Net income (loss) attributable to BKV Corporation

​

​

​

$

79,378

​

​

​

​

$

154,124

​

​

​

​

$

410,142

​

​

​

​

$

(134,463)

​

​

​

​

$

(43,346)

​

​

​

​

$

472,378

​

​

Unrealized derivative (gains) losses

​

​

​

​

(55,280)

​

​

​

​

​

158,735

​

​

​

​

​

(58,815)

​

​

​

​

​

115,161

​

​

​

​

​

(10,329)

​

​

​

​

​

(58,815)

​

​

Forward month gas derivative settlement(1)

​

​

​

​

(2,713)

​

​

​

​

​

36,215

​

​

​

​

​

(8,826)

​

​

​

​

​

15,406

​

​

​

​

​

(5,489)

​

​

​

​

​

(8,826)

​

​

Depreciation, depletion, amortization and accretion

​

​

​

​

131,389

​

​

​

​

​

86,031

​

​

​

​

​

130,038

​

​

​

​

​

98,833

​

​

​

​

​

90,191

​

​

​

​

​

155,900

​

​

Exploration and impairment expense

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

34

​

​

​

​

​

560

​

​

​

​

​

—

​

​

Change in contingent consideration liabilities

​

​

​

​

(24,113)

​

​

​

​

​

31,089

​

​

​

​

​

(6,632)

​

​

​

​

​

194,968

​

​

​

​

​

(7,135)

​

​

​

​

​

(6,632)

​

​

Interest expense

​

​

​

​

54,446

​

​

​

​

​

13,013

​

​

​

​

​

26,322

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

47,396

​

​

Interest expense, related party

​

​

​

​

5,083

​

​

​

​

​

9,321

​

​

​

​

​

10,846

​

​

​

​

​

2,134

​

​

​

​

​

1,713

​

​

​

​

​

11,663

​

​

Income tax expense (benefit)

​

​

​

​

23,041

​

​

​

​

​

(2,989)

​

​

​

​

​

62,652

​

​

​

​

​

(40,526)

​

​

​

​

​

38,982

​

​

​

​

​

81,242

​

​

Equity-based compensation expense

​

​

​

​

17,392

​

​

​

​

​

29,320

​

​

​

​

​

31,947

​

​

​

​

​

30,387

​

​

​

​

​

—

​

​

​

​

​

31,947

​

​

Bargain purchase gain

​

​

​

​

—

​

​

​

​

​

(163,653)

​

​

​

​

​

(170,853)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(170,853)

​

​

Earnings from equity affiliate

​

​

​

​

(34,792)

​

​

​

​

​

(14,486)

​

​

​

​

​

(8,493)

​

​

​

​

​

(910)

​

​

​

​

​

—

​

​

​

​

​

(8,493)

​

​

Total settlements paid (received) for early-terminated derivative contracts during the period(2)

​

​

​

​

(39,124)

​

​

​

​

​

101,476

​

​

​

​

​

158,448

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

158,448

​

​

Settlements (paid) received for early-terminated derivative contracts related to the period presented(3)

​

​

​

​

29,042

​

​

​

​

​

(538)

​

​

​

​

​

(1,272)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(1,272)

​

​

Adjusted EBITDAX

​

​

​

$

183,749

​

​

​

​

$

437,658

​

​

​

​

$

575,504

​

​

​

​

$

281,024

​

​

​

​

$

65,147

​

​

​

​

$

704,083

​

​

​

31

 

​

​

​

Nine Months Ended September 30,

​

​

Year Ended December 31,

​

​

Pro Forma Year Ended December 31, 2022

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

2020

​

​

​

​

(in thousands)

​

Total cash settlements paid (received) for early-terminated derivative contracts during the period

​

​

​

$

(39,124)

​

​

​

​

$

101,476

​

​

​

​

$

158,448

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

158,448

​

​

Cash settlements (paid) received for early-terminated derivative contracts related to the period presented

​

​

​

​

29,042

​

​

​

​

​

(538)

​

​

​

​

​

(1,272)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(1,272)

​

​

Cash settlements paid (received) for early-terminated derivative contracts related to future periods

​

​

​

$

(10,082)

​

​

​

​

$

100,938

​

​

​

​

$

157,176

​

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

157,176

​

​

​

​

​

Nine Months Ended September 30,

​

​

Year Ended December 31,

​

​

​

​

2023

​

​

2022

​

​

2022

​

​

2021

​

​

2020

​

​

​

​

(in thousands)

​

Net cash provided by (used in) operating activities

​

​

​

$

115,431

​

​

​

​

$

260,822

​

​

​

​

$

349,194

​

​

​

​

$

358,133

​

​

​

​

$

(7,405)

​

​

Cash paid for contingent consideration(1)

​

​

​

​

65,000

​

​

​

​

​

45,300

​

​

​

​

​

45,300

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Changes in operating assets and liabilities

​

​

​

​

(42,028)

​

​

​

​

​

(38,126)

​

​

​

​

​

22,816

​

​

​

​

​

(126,862)

​

​

​

​

​

74,536

​

​

Cash paid for capital expenditures

​

​

​

​

(161,013)

​

​

​

​

​

(158,190)

​

​

​

​

​

(248,097)

​

​

​

​

​

(66,181)

​

​

​

​

​

(10,527)

​

​

Adjusted Free Cash Flow(2)

​

​

​

$

(22,610)

​

​

​

​

$

109,806

​

​

​

​

$

169,213

​

​

​

​

$

165,090

​

​

​

​

$

56,604

​

​

​

32

 

​

​

​

June 30, 2023

​

​

December 31,

​

​

​

​

2022

​

​

2021

​

​

2020

​

Estimated proved developed reserves:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (MMcf)

​

​

​

​

3,531,686

​

​

​

​

​

3,798,019

​

​

​

​

​

2,494,926

​

​

​

​

​

1,893,161

​

​

Producing

​

​

​

​

3,232,932

​

​

​

​

​

3,468,896

​

​

​

​

​

2,346,712

​

​

​

​

​

1,893,161

​

​

Non-producing

​

​

​

​

298,753

​

​

​

​

​

329,123

​

​

​

​

​

148,214

​

​

​

​

​

—

​

​

Natural gas liquids (MBbls)

​

​

​

​

161,018

​

​

​

​

​

170,840

​

​

​

​

​

151,433

​

​

​

​

​

107,234

​

​

Producing

​

​

​

​

149,038

​

​

​

​

​

157,585

​

​

​

​

​

142,961

​

​

​

​

​

107,234

​

​

Non-producing.

​

​

​

​

11,980

​

​

​

​

​

13,255

​

​

​

​

​

8,472

​

​

​

​

​

—

​

​

Oil (MBbls)

​

​

​

​

997

​

​

​

​

​

1,111

​

​

​

​

​

867

​

​

​

​

​

723

​

​

Producing

​

​

​

​

997

​

​

​

​

​

1,111

​

​

​

​

​

876

​

​

​

​

​

723

​

​

Non-producing.

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Total estimated proved developed reserves (MMcfe)

​

​

​

​

4,503,774

​

​

​

​

​

4,829,725

​

​

​

​

​

3,408,723

​

​

​

​

​

2,540,901

​

​

Producing

​

​

​

​

4,133,142

​

​

​

​

​

4,421,072

​

​

​

​

​

3,209,679

​

​

​

​

​

2,540,901

​

​

Non-producing.

​

​

​

​

370,633

​

​

​

​

​

408,653

​

​

​

​

​

199,044

​

​

​

​

​

—

​

​

Standardized Measure (millions)

​

​

​

$

3,602

​

​

​

​

$

5,809

​

​

​

​

$

2,119

​

​

​

​

$

504

​

​

PV-10 (millions)(2)(3)

​

​

​

$

4,549

​

​

​

​

$

7,389

​

​

​

​

$

2,672

​

​

​

​

$

552

​

​

33

 

​

​

​

June 30, 2023

​

​

December 31,

​

​

​

​

2022

​

​

2021

​

​

2020

​

Estimated proved undeveloped reserves:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (MMcf).

​

​

​

​

798,352

​

​

​

​

​

1,057,657

​

​

​

​

​

950,359

​

​

​

​

​

92,373

​

​

Natural gas liquids (MBbls)

​

​

​

​

29,263

​

​

​

​

​

40,660

​

​

​

​

​

13,722

​

​

​

​

​

—

​

​

Oil (MBbls)

​

​

​

​

592

​

​

​

​

​

758

​

​

​

​

​

58

​

​

​

​

​

—

​

​

Total estimated proved undeveloped reserves (MMcfe)(4)(5)

​

​

​

​

977,482

​

​

​

​

​

1,306,165

​

​

​

​

​

1,033,040

​

​

​

​

​

92,373

​

​

Standardized Measure (millions)

​

​

​

$

441

​

​

​

​

$

1,185

​

​

​

​

$

295

​

​

​

​

$

6

​

​

PV-10 (millions)(2)(6)

​

​

​

$

594

​

​

​

​

$

1,566

​

​

​

​

$

403

​

​

​

​

$

9

​

​

Estimated total proved reserves:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (MMcf).

​

​

​

​

4,330,037

​

​

​

​

​

4,855,676

​

​

​

​

​

3,445,285

​

​

​

​

​

1,985,534

​

​

Natural gas liquids (MBbls)

​

​

​

​

190,281

​

​

​

​

​

211,500

​

​

​

​

​

165,155

​

​

​

​

​

107,234

​

​

Oil (MBbls)

​

​

​

​

1,589

​

​

​

​

​

1,869

​

​

​

​

​

925

​

​

​

​

​

723

​

​

Total estimated proved reserves (MMcfe)

​

​

​

​

5,481,257

​

​

​

​

​

6,135,890

​

​

​

​

​

4,441,763

​

​

​

​

​

2,633,274

​

​

Standardized Measure (millions)

​

​

​

$

4,043

​

​

​

​

$

6,994

​

​

​

​

$

2,413

​

​

​

​

$

510

​

​

PV-10 (millions)(2)(7)

​

​

​

$

5,143

​

​

​

​

$

8,955

​

​

​

​

$

3,074

​

​

​

​

$

561

​

​

Estimated probable developed reserves:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (MMcf).

​

​

​

​

344,634

​

​

​

​

​

367,081

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Natural gas liquids (MBbls)

​

​

​

​

27,066

​

​

​

​

​

25,558

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Oil (MBbls)

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Total estimated probable developed reserves (MMcfe)(5)(8)

​

​

​

​

507,030

​

​

​

​

​

520,430

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Standardized Measure (millions)

​

​

​

$

163

​

​

​

​

$

281

​

​

​

​

​

—

​

​

​

​

​

—

​

​

PV-10 (millions)(2)(9)

​

​

​

$

218

​

​

​

​

$

372

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Estimated probable undeveloped reserves:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (MMcf).

​

​

​

​

544,083

​

​

​

​

​

572,425

​

​

​

​

​

522,442

​

​

​

​

​

61,884

​

​

Natural gas liquids (MBbls)

​

​

​

​

35,321

​

​

​

​

​

39,319

​

​

​

​

​

31,227

​

​

​

​

​

—

​

​

Oil (MBbls)

​

​

​

​

1,342

​

​

​

​

​

1,556

​

​

​

​

​

486

​

​

​

​

​

—

​

​

Total estimated probable undeveloped reserves (MMcfe)(5)(8)

​

​

​

​

764,061

​

​

​

​

​

817,675

​

​

​

​

​

712,725

​

​

​

​

​

61,884

​

​

Standardized Measure (millions)

​

​

​

$

203

​

​

​

​

$

420

​

​

​

​

$

146

​

​

​

​

​

—

​

​

PV-10 (millions)(2)(10)

​

​

​

$

281

​

​

​

​

$

563

​

​

​

​

$

202

​

​

​

​

​

—

​

​

Estimated total probable reserves:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Natural gas (MMcf).

​

​

​

​

888,717

​

​

​

​

​

939,506

​

​

​

​

​

522,442

​

​

​

​

​

61,884

​

​

Natural gas liquids (MBbls)

​

​

​

​

62,387

​

​

​

​

​

64,877

​

​

​

​

​

31,227

​

​

​

​

​

—

​

​

Oil (MBbls)

​

​

​

​

1,342

​

​

​

​

​

1,556

​

​

​

​

​

486

​

​

​

​

​

—

​

​

Total estimated probable reserves (MMcfe)(5)(8)

​

​

​

​

1,271,091

​

​

​

​

​

1,338,105

​

​

​

​

​

712,725

​

​

​

​

​

61,884

​

​

Standardized Measure (millions)

​

​

​

$

366

​

​

​

​

$

701

​

​

​

​

$

146

​

​

​

​

​

—

​

​

PV-10 (millions)(2)(11)

​

​

​

$

499

​

​

​

​

$

935

​

​

​

​

$

202

​

​

​

​

$

2

​

​