UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2023
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File No. 001-03262
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||
(Address of principal executive offices)
Telephone No.: (972 ) 668-8800
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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. (Check one):
Emerging growth company ☐
Accelerated filer ☐
Non-accelerated ☐
Smaller reporting company ☐
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
The number of shares outstanding of the registrant's common stock, par value $0.50, as of August 2, 2023 was 278,480,507 .
COMSTOCK RESOURCES, INC.
QUARTERLY REPORT
For the Quarter Ended June 30, 2023
INDEX
Page | |||||
Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 | |||||
Consolidated Statements of Operations – for the three months and six months ended June 30, 2023 and 2022 | |||||
Consolidated Statements of Stockholders' Equity – for the three months and six months ended June 30, 2023 and 2022 | |||||
Consolidated Statements of Cash Flows – for the six months ended June 30, 2023 and 2022 | |||||
2
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
3
COMSTOCK RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
| As of | |||||||||||
| June 30, 2023 | December 31, 2022 | ||||||||||
| (Unaudited) | |||||||||||
| (In thousands) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable: | |||||||||||
Natural gas and oil sales and gas services | |||||||||||
Joint interest operations | |||||||||||
From affiliates | |||||||||||
| Derivative financial instruments | |||||||||||
| Other current assets | |||||||||||
Total current assets | |||||||||||
| Property and equipment: | |||||||||||
Natural gas and oil properties, successful efforts method: | |||||||||||
Proved | |||||||||||
Unproved | |||||||||||
Other | |||||||||||
Accumulated depreciation, depletion and amortization | ( | ( | |||||||||
Net property and equipment | |||||||||||
| Goodwill | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| $ | $ | ||||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued costs | |||||||||||
| Operating leases | |||||||||||
| Derivative financial instruments | |||||||||||
Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Derivative financial instruments | |||||||||||
| Long-term operating leases | |||||||||||
| Reserve for future abandonment costs | |||||||||||
Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Stockholders' equity: | |||||||||||
Common stock—$ | |||||||||||
Additional paid-in capital | |||||||||||
| Accumulated earnings | |||||||||||
Total stockholders' equity | |||||||||||
| $ | $ | ||||||||||
The accompanying notes are an integral part of these statements.
4
COMSTOCK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
Natural gas sales | $ | $ | $ | $ | |||||||||||||||||||
Oil sales | |||||||||||||||||||||||
Total natural gas and oil sales | |||||||||||||||||||||||
| Gas services | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Production and ad valorem taxes | |||||||||||||||||||||||
Gathering and transportation | |||||||||||||||||||||||
Lease operating | |||||||||||||||||||||||
Exploration | |||||||||||||||||||||||
Depreciation, depletion and amortization | |||||||||||||||||||||||
| Gas services | |||||||||||||||||||||||
General and administrative | |||||||||||||||||||||||
| Loss (gain) on sale of assets | ( | ( | ( | ||||||||||||||||||||
Total operating expenses | |||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||
| Other income (expenses): | |||||||||||||||||||||||
| Gain (loss) from derivative financial instruments | ( | ( | ( | ||||||||||||||||||||
| Other income | |||||||||||||||||||||||
Interest expense | ( | ( | ( | ( | |||||||||||||||||||
Loss on early retirement of debt | ( | ( | |||||||||||||||||||||
| Total other expenses | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income taxes | ( | ||||||||||||||||||||||
| (Provision for) benefit from income taxes | ( | ( | ( | ||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Preferred stock dividends | ( | ( | |||||||||||||||||||||
| Net income (loss) available to common stockholders | $ | ( | $ | $ | $ | ||||||||||||||||||
| Net income (loss) per share: | |||||||||||||||||||||||
Basic | $ | ( | $ | $ | $ | ||||||||||||||||||
Diluted | $ | ( | $ | $ | $ | ||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
Basic | |||||||||||||||||||||||
Diluted | |||||||||||||||||||||||
| Dividends per share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these statements.
5
COMSTOCK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Common Shares | Common Stock- Par Value | Additional Paid-in Capital | Accumulated Earnings (Deficit) | Total | |||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
| Balance at January 1, 2022 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Stock-based compensation | ( | ( | — | ||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Payment of preferred stock dividends | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Stock-based compensation | — | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Payment of preferred stock dividends | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | |||||||||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | $ | |||||||||||||||||||||||||
Stock-based compensation | ( | ( | — | ||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
Payment of common stock dividends | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||||||||
Stock-based compensation | ( | — | |||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
Payment of common stock dividends | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these statements.
6
COMSTOCK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (In thousands) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Deferred income taxes | |||||||||||
| Gain on sale of assets | ( | ( | |||||||||
Depreciation, depletion and amortization | |||||||||||
| (Gain) loss on derivative financial instruments | ( | ||||||||||
Cash settlements of derivative financial instruments | ( | ||||||||||
Amortization of debt discount and issuance costs | |||||||||||
Stock-based compensation | |||||||||||
Loss on early retirement of debt | |||||||||||
| (Increase) decrease in accounts receivable | ( | ||||||||||
| Decrease in other current assets | |||||||||||
| Increase in accounts payable and accrued expenses | |||||||||||
| Net cash provided by operating activities | |||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Capital expenditures and acquisitions | ( | ( | |||||||||
Prepaid drilling costs | ( | ( | |||||||||
Proceeds from sales of assets | |||||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Borrowings on bank credit facility | |||||||||||
Repayments of bank credit facility | ( | ( | |||||||||
Retirement of Senior Notes | ( | ||||||||||
Preferred stock dividends paid | ( | ||||||||||
| Common stock dividends paid | ( | ||||||||||
Debt and stock issuance costs | ( | ||||||||||
Income tax withholdings on equity awards | ( | ( | |||||||||
| Net cash used for financing activities | ( | ( | |||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ||||||||||
Cash and cash equivalents, beginning of period | |||||||||||
Cash and cash equivalents, end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these statements.
7
COMSTOCK RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2023
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –
Basis of Presentation
These unaudited consolidated financial statements include the accounts of Comstock Resources, Inc. and its wholly-owned subsidiaries (collectively, "Comstock" or the "Company"). In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of Comstock as of June 30, 2023, and the related results of operations and cash flows for the periods being presented. Net income and comprehensive income are the same in all periods presented. All adjustments are of a normal recurring nature unless otherwise disclosed.
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to those rules and regulations, although Comstock believes that the disclosures made are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in Comstock's Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the period through June 30, 2023 are not necessarily an indication of the results expected for the full year.
Other Current Assets
Other current assets at June 30, 2023 and December 31, 2022 consisted of the following:
| As of | |||||||||||
| June 30, 2023 | December 31, 2022 | ||||||||||
| (In thousands) | |||||||||||
| Pipe and well equipment inventory | $ | $ | |||||||||
| Production tax refunds receivable | |||||||||||
| Prepaid expenses | |||||||||||
| Prepaid drilling costs | |||||||||||
| Accrued proceeds from sale of natural gas and oil properties | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
Property and Equipment
The Company follows the successful efforts method of accounting for its natural gas and oil properties. Costs incurred to acquire natural gas and oil leases and to drill and complete developmental wells are capitalized.
8
COMSTOCK RESOURCES, INC.
Exploratory well costs are initially capitalized as proved property in the consolidated balance sheets but charged to exploration expense if and when the well is determined not to have found commercial proved natural gas and oil reserves. The changes in capitalized exploratory well costs are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Beginning capitalized exploratory well costs | $ | $ | $ | $ | |||||||||||||||||||
| Additions to exploratory well costs pending the determination of proved reserves | |||||||||||||||||||||||
| Determined to have found proved reserves | ( | ( | ( | ( | |||||||||||||||||||
| Ending capitalized exploratory well costs | $ | $ | $ | $ | |||||||||||||||||||
As of June 30, 2023 and December 31, 2022, the Company had no exploratory wells for which costs have been capitalized for a period greater than one year.
The Company assesses the need for an impairment of the capitalized costs for its proved natural gas and oil properties on a property basis. No
The Company determines the fair values of its natural gas and oil properties using a discounted cash flow model and proved and risk-adjusted probable natural gas and oil reserves. Undrilled acreage can also be valued based on sales transactions in comparable areas. Significant Level 3 assumptions associated with the calculation of discounted future cash flows included in the cash flow model include management's outlook for natural gas and oil prices, production costs, capital expenditures, and future production as well as estimated proved natural gas and oil reserves and risk-adjusted probable natural gas and oil reserves. Management's natural gas and oil price outlook is developed based on third-party longer-term price forecasts as of each measurement date. The expected future net cash flows are discounted using an appropriate discount rate in determining a property's fair value.
It is reasonably possible that the Company's estimates of undiscounted future net cash flows attributable to its natural gas and oil properties may change in the future. The primary factors that may affect estimates of future cash flows include future adjustments, both positive and negative, to proved and appropriate risk-adjusted probable natural gas and oil reserves, results of future drilling activities, future prices for natural gas and oil, and increases or decreases in production and capital costs. As a result of these changes, there may be future impairments in the carrying values of these or other properties.
Goodwill
The Company had goodwill of $335.9 million as of June 30, 2023 that was recorded in 2018. The Company is not required to amortize goodwill as a charge to earnings; however, the Company is required to conduct an annual review of goodwill for impairment. The Company performs an annual assessment of goodwill on October 1 of each year and performs interim assessments if indicators of impairment are present. If the carrying value of goodwill exceeds the fair value, an impairment charge would be recorded for the difference between fair value and carrying value.
Leases
The Company has right-of-use lease assets of $192.7 million related to its corporate office, certain office equipment, vehicles and hydraulic fracturing fleets used to complete natural gas wells with corresponding short-term and long-term liabilities. The value of the lease assets and liabilities are determined based upon discounted future minimum cash flows contained within each of the respective contracts. The Company determines if contracts contain a lease at inception of the contract. To the extent that contract terms representing a lease are identified, leases are identified as being either an operating lease or a finance-type lease. Comstock currently has no finance-type leases. Right-of-use lease assets representing the Company's right to use an underlying asset for the lease term and the related lease liabilities represent our obligation to make lease payments under the terms of the contracts. Short-term leases that have an initial term of one year or less are not capitalized; however, amounts paid for those leases are included as part of its lease cost disclosures. Short-term lease costs exclude expenses related to leases with a lease term of one month or less. Leases for the right to explore for and develop natural
9
COMSTOCK RESOURCES, INC.
Lease costs recognized during the three months and six months months ended June 30, 2023 and 2022 were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Operating lease cost included in general and administrative expense | $ | $ | $ | $ | |||||||||||||||||||
| Operating lease cost included in lease operating expense | |||||||||||||||||||||||
| Operating lease cost included in natural gas and oil properties | |||||||||||||||||||||||
| Variable lease cost (completion costs included in natural gas and oil properties) | |||||||||||||||||||||||
| Short-term lease cost (drilling rig costs included in natural gas and oil properties) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Cash payments for operating leases associated with right-of-use assets included in cash provided by operating activities were $0.9 million and $0.8 million for the three months ended June 30, 2023 and 2022, respectively, and $1.9 million and $1.5 million for the six months ended June 30, 2023 and 2022, respectively. Cash payments for operating leases associated with right-of-use assets included in cash used for investing activities were $41.0 million and $34.5 million for the three months ended June 30, 2023 and 2022, respectively and $81.6 million and $45.6 million for the six months ended June 30, 2023 and 2022, respectively.
As of June 30, 2023 and December 31, 2022, the operating leases had a weighted-average term of 2.5 years and 2.2 years, respectively, and the weighted-average discount rate used to determine the present value of future operating lease payments was 5.8 % and 3.5 %, respectively. As of June 30, 2023, the Company also had expected future payments for contracted drilling services of $117.8 million.
As of June 30, 2023, expected future payments related to contracts that contain operating leases were as follows:
| (In thousands) | |||||
| July 1 to December 31, 2023 | $ | ||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| 2027 | |||||
Total lease payments | |||||
| Imputed interest | ( | ||||
| Total lease liability | $ | ||||
10
COMSTOCK RESOURCES, INC.
Accrued Costs
Accrued costs at June 30, 2023 and December 31, 2022 consisted of the following:
| As of | |||||||||||
| June 30, 2023 | December 31, 2022 | ||||||||||
| (In thousands) | |||||||||||
| Accrued interest payable | $ | $ | |||||||||
| Accrued transportation costs | |||||||||||
| Accrued drilling costs | |||||||||||
| Accrued income and other taxes | |||||||||||
| Accrued employee compensation | |||||||||||
| Accrued lease operating expenses | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (In thousands) | |||||||||||
| Reserve for future abandonment costs at beginning of period | $ | $ | |||||||||
New wells placed on production | |||||||||||
| Acquisitions | |||||||||||
Liabilities settled and assets disposed of | ( | ( | |||||||||
Accretion expense | |||||||||||
| Reserve for future abandonment costs at end of period | $ | $ | |||||||||
11
COMSTOCK RESOURCES, INC.
The Company had the following natural gas price derivative financial instruments at June 30, 2023:
| Future Production Period | |||||||||||||||||
| Six Months Ending December 31, 2023 | Year Ending December 31, 2024 | Total | |||||||||||||||
| Natural Gas Price Swap Contracts: | |||||||||||||||||
| Volume (MMBtu) | |||||||||||||||||
| Average Price per MMBtu | $ | $ | |||||||||||||||
| Natural Gas Price Collar Contracts: | |||||||||||||||||
| Volume (MMBtu) | |||||||||||||||||
| Average Price per MMBtu: | |||||||||||||||||
| Average Ceiling | $ | $ | |||||||||||||||
| Average Floor | $ | $ | |||||||||||||||
The classification of derivative financial instruments of assets or liabilities, consists of the following:
| As of | ||||||||||||||||||||
| Type | Consolidated Balance Sheet Location | June 30, 2023 | December 31, 2022 | |||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Asset Derivative Financial Instruments: | ||||||||||||||||||||
| Natural gas price derivatives | Derivative Financial Instruments – current | $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||||
| Liability Derivative Financial Instruments: | ||||||||||||||||||||
| Natural gas price derivatives | Derivative Financial Instruments – current | $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||||
| Natural gas price derivatives | Derivative Financial Instruments – long-term | $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||||
The Company recognized cash settlements and changes in the fair value of its derivative financial instruments as a single component of other income (expenses). Gains and losses related to cash settlements and changes in the fair value recognized on the Company's derivative contracts recognized in the consolidated statement of operations were as follows:
| Gain (Loss) on Derivatives Recognized in Earnings | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Natural gas price derivatives | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||
12
COMSTOCK RESOURCES, INC.
In June 2023, the Company granted an aggregate of 954,031 shares of restricted stock to its directors and employees. The grants were valued at $9.80 per share. As of June 30, 2023, Comstock had 1,494,134 shares of unvested restricted stock outstanding at a weighted average grant date fair value of $11.52 per share. Total unrecognized compensation cost related to unvested restricted stock grants of $16.6 million as of June 30, 2023 is expected to be recognized over a period of 2.4 years.
In June 2023, the Company granted an aggregate of 359,689 PSUs to its executive officers at a value of $13.64 per unit. As of June 30, 2023, Comstock had 742,425 PSUs outstanding with a weighted average grant date fair value of $15.92 per unit. The number of shares of common stock to be issued related to the PSUs is based on the Company's stock price performance as compared to its peers which could result in the issuance of anywhere from zero to 1,484,850 shares of common stock. Total unrecognized compensation cost related to these grants of $8.8 million as of June 30, 2023 is expected to be recognized over a period of 2.5 years.
Revenue Recognition
Comstock produces natural gas and oil and reports revenues separately for each of these two primary products in its statements of operations. Revenues are recognized upon the transfer of produced volumes to the Company's customers, who take control of the volumes and receive all the benefits of ownership upon delivery at designated sales points.
Gas services revenues represent sales of natural gas purchased for resale and fees received for gathering and treating services provided to unaffiliated third parties and certain natural gas wells operated by the Company. Revenues are recognized upon completion of the gathering and treating of contracted natural gas volumes and delivery of purchased natural gas volumes to the Company's customers. Profits and losses earned in the gathering and treating of natural gas produced by the Company's natural gas wells are eliminated in consolidation. Revenues and expenses associated with natural gas purchased for resale are presented on a gross basis in the Company's consolidated statements of operations as the Company acts as the principal in the transaction by assuming the risks and rewards from ownership of the natural gas volumes purchased and the responsibility to deliver the natural gas volumes to their sales point.
All natural gas and oil and gas services revenues are subject to contracts that have commercial substance, contain specific pricing terms, and define the enforceable rights and obligations of both parties. These contracts typically provide for cash settlement within 25 days following each production month and are cancellable upon 30 days' notice by either party for oil and vary for natural gas based upon the terms set out in the confirmations between both parties. Prices for sales of natural gas and oil are generally based upon terms that are common in the oil and gas industry, including index or spot prices, location and quality differentials, as well as market supply and demand conditions. As a result, prices for natural gas and oil routinely fluctuate based on changes in these factors. Prices for gathering and treating services are generally fixed in nature but can vary due to the quality of the gas being treated. Each unit of production (barrel of crude oil and thousand cubic feet of natural gas) represents a separate performance obligation under the Company's contracts since each unit has economic benefit on its own and each is priced separately according to the terms of the contracts.
Comstock has elected to exclude all taxes from the measurement of transaction prices, and its revenues are reported net of royalties and exclude revenue interests owned by others because the Company acts as an agent when selling natural gas and oil, on behalf of royalty owners and working interest owners. Revenue is recorded in the month of production based on an estimate of the Company's share of volumes produced and prices realized. Gas services revenue is recorded in the month the services are performed or purchased gas is sold based on an estimate of natural gas volumes and contract prices. The Company recognizes any differences between estimates and actual amounts received in the month when payment is received. Historically, differences between estimated revenues and actual revenue received have not been significant. The amount of natural gas or oil sold may differ from the amount to which the Company is entitled based on its revenue interests in the properties. The Company did not have any significant imbalance positions at June 30, 2023 or December 31, 2022.
The Company recognized accounts receivable of $124.5 million and $415.1 million as of June 30, 2023 and December 31, 2022, respectively, from purchasers for contracts where performance obligations have been satisfied and an unconditional right to consideration exists.
Credit Losses
Substantially all of the Company's accounts receivable are due from either purchasers of natural gas and oil or participants in natural gas and oil wells for which the Company serves as the operator. Generally, operators of natural gas and oil wells have the right to offset future revenues against unpaid charges related to operated wells. Natural gas and oil sales are generally unsecured. Comstock assesses the collectability of its receivables based upon their age, the credit quality of the purchaser or participant and the potential for revenue offset. The Company has not had any significant credit losses in the past and believes its accounts receivable are fully collectible. Accordingly, no
13
COMSTOCK RESOURCES, INC.
Income Taxes
Deferred income taxes are provided to reflect the future tax consequences or benefits of differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates.
In recording deferred income tax assets, the Company considers whether it is more likely than not that its deferred income tax assets will be realized in the future. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those deferred income tax assets would be deductible. The Company believes that after considering all the available objective evidence, historical and prospective, with greater weight given to historical evidence, management is not able to determine that it is more likely than not that all of its deferred tax assets will be realized. As a result, the Company established valuation allowances for its deferred tax assets and U.S. federal and state net operating loss carryforwards that are not expected to be utilized due to the uncertainty of generating taxable income prior to the expiration of the carryforward periods. The Company will continue to assess the valuation allowances against deferred tax assets considering all available information obtained in future periods.
The following is an analysis of the consolidated income tax provision (benefit):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Current - Federal | $ | $ | $ | $ | |||||||||||||||||||
| Current - State | ( | ||||||||||||||||||||||
| Deferred - Federal | ( | ||||||||||||||||||||||
| Deferred - State | ( | ||||||||||||||||||||||
| $ | ( | $ | $ | $ | |||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Tax at statutory rate | % | % | % | % | |||||||||||||||||||
| Tax effect of: | |||||||||||||||||||||||
| Valuation allowance on deferred tax assets | ( | ( | ( | ||||||||||||||||||||
State income taxes, net of federal benefit | ( | ||||||||||||||||||||||
Nondeductible stock-based compensation | ( | ||||||||||||||||||||||
| Effective tax rate | % | % | % | % | |||||||||||||||||||
Fair Value Measurements
The Company holds or has held certain financial assets and liabilities that are required to be measured at fair value. These include cash and cash equivalents held in bank accounts and derivative financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements:
Level 1 — Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.
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COMSTOCK RESOURCES, INC.
Level 2 — Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.
Level 3 — Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management's estimates of market participant assumptions.
Fair Values – Reported
The following presents the carrying amounts and the fair values of the Company's financial instruments as of June 30, 2023 and December 31, 2022:
| As of | |||||||||||||||||||||||
| June 30, 2023 | December 31, 2022 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| Assets: | (In thousands) | ||||||||||||||||||||||
Commodity-based derivatives (1) | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
Commodity-based derivatives (1) | $ | $ | $ | $ | |||||||||||||||||||
Bank credit facility (2) | $ | $ | $ | $ | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
_____________________________
(1)The Company's commodity-based derivatives are classified as Level 2 and measured at fair value using third party pricing services and other active markets or broker quotes that are readily available in the public markets.
(2)The carrying value of our floating rate debt outstanding approximates fair value.
(3)The fair value of the Company's fixed rate debt was based on quoted prices as of June 30, 2023 and December 31, 2022, respectively, a Level 1 measurement.
Weighted average shares of unvested restricted stock outstanding were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Unvested restricted stock | |||||||||||||||||||||||
PSUs represent the right to receive a number of shares of the Company's common stock that may range from zero to up to two times the number of PSUs granted on the award date based on the achievement of certain performance measures during a performance period. The number of potentially dilutive shares related to PSUs is based on the number of shares, if any, which would be issuable at the end of the respective period, assuming that date was the end of the performance period. The treasury stock method is used to measure the dilutive effect of PSUs.
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COMSTOCK RESOURCES, INC.
Weighted average unearned PSUs outstanding were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (In thousands, except per unit amounts) | |||||||||||||||||||||||
| Weighted average PSUs | |||||||||||||||||||||||
| Weighted average grant date fair value per unit | $ | $ | $ | $ | |||||||||||||||||||
Basic and diluted income (loss) per share for the three months and six months months ended June 30, 2023 and 2022 were determined as follows:
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| Income | Shares | Per Share | Loss | Shares | Per Share | ||||||||||||||||||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||||||||||||||||||||
| Net income (loss) attributable to common stock | $ | ( | $ | ||||||||||||||||||||||||||||||||
| Income allocable to unvested restricted shares | ( | ||||||||||||||||||||||||||||||||||
| Basic income (loss) attributable to common stock | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Effect of Dilutive Securities: | |||||||||||||||||||||||||||||||||||
| Restricted stock | |||||||||||||||||||||||||||||||||||
| Performance stock units | |||||||||||||||||||||||||||||||||||
| Convertible preferred stock | |||||||||||||||||||||||||||||||||||
| Diluted income (loss) attributable to common stock | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| Income | Shares | Per Share | Loss | Shares | Per Share | ||||||||||||||||||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||||||||||||||||||||
| Net income attributable to common stock | $ | $ | |||||||||||||||||||||||||||||||||
| Income allocable to unvested restricted shares | ( | ( | |||||||||||||||||||||||||||||||||
| Basic income attributable to common stock | $ | $ | |||||||||||||||||||||||||||||||||
| Effect of Dilutive Securities: | |||||||||||||||||||||||||||||||||||
| Restricted stock | |||||||||||||||||||||||||||||||||||
| Performance stock units | |||||||||||||||||||||||||||||||||||
| Convertible preferred stock | |||||||||||||||||||||||||||||||||||
| Diluted income attributable to common stock | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
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COMSTOCK RESOURCES, INC.
Supplementary Information with Respect to the Consolidated Statements of Cash Flows
Cash payments made for interest and income taxes and other non-cash investing activities for the six months ended June 30, 2023 and 2022, respectively, were as follows:
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (In thousands) | |||||||||||
| Cash payments for: | |||||||||||
| Interest payments | $ | $ | |||||||||
| Income tax payments | $ | $ | |||||||||
| Non-cash investing activities include: | |||||||||||
| Increase (decrease) in accrued capital expenditures | $ | ( | $ | ||||||||
| Liabilities assumed in exchange for right-of-use lease assets | $ | $ | |||||||||
(2) LONG-TERM DEBT
At June 30, 2023, long-term debt was comprised of the following:
| (In thousands) | |||||
| Principal | $ | ||||
| Premium, net of amortization | |||||
| Principal | |||||
| Bank Credit Facility: | |||||
Principal | |||||
| Debt issuance costs, net of amortization | ( | ||||
| $ | |||||
As of June 30, 2023, the Company had $20.0 million outstanding under a bank credit facility. Aggregate commitments under the bank credit facility are $1.5 billion, which matures on November 15, 2027. Borrowings under the bank credit facility are subject to a borrowing base, which is currently set at $2.0 billion. The borrowing base is re-determined on a semi-annual basis and upon the occurrence of certain other events. Borrowings under the bank credit facility are secured by substantially all of the assets of the Company and its subsidiaries and bear interest at the Company's option, at either SOFR plus 1.75 % to 2.75 % or an alternate base rate plus 0.75 % to 1.75 %, in each case depending on the utilization of the borrowing base. The Company also pays a commitment fee of 0.375 % to 0.5 % on the unused portion of the borrowing base. The bank credit facility places certain restrictions upon the Company's and its subsidiaries' ability to, among other things, incur additional indebtedness, pay cash dividends, repurchase common stock, make certain loans, investments and divestitures and redeem the senior notes. The only financial covenants are the maintenance of a leverage ratio of less than 3.5 to 1.0 and an adjusted current ratio of at least 1.0 to 1.0. The Company was in compliance with the covenants as of June 30, 2023.
During the six months ended June 30, 2022, the Company completed the early redemption of all of its outstanding 7.5 % senior notes due in 2025 for an aggregate amount of $258.1 million and repurchased $26.1 million principal amount of its 6.75 % senior notes due in 2029 for $24.9 million. As a result of the redemption and repurchase, the Company recognized a loss of $46.8 million on early retirement of debt.
(4) COMMITMENTS AND CONTINGENCIES
In December 2022, the Company entered into agreements for three new drilling rigs with a three year term and a minimum annual commitment of $12.2 two of the rigs in the second half of 2023 and the third rig in early 2024.
From time to time, the Company is involved in certain litigation that arises in the normal course of its operations. The Company records a loss contingency for these matters when it is probable that a liability has been incurred and the amount of
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COMSTOCK RESOURCES, INC.
(5) RELATED PARTY TRANSACTIONS
(6) SUBSEQUENT EVENT
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COMSTOCK RESOURCES, INC.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This report contains forward-looking statements that involve risks and uncertainties that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those anticipated in our forward-looking statements due to many factors. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this report and in our annual report filed on Form 10-K for the year ended December 31, 2022.
Results of Operations
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net Production Data: | (In thousands except per unit amounts) | ||||||||||||||||||||||
Natural gas (MMcf) | 126,307 | 123,950 | 253,374 | 238,856 | |||||||||||||||||||
| Oil (MBbls) | 13 | 24 | 40 | 45 | |||||||||||||||||||
Natural gas equivalent (MMcfe) | 126,386 | 124,092 | 253,612 | 239,127 | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
Natural gas sales | $ | 228,892 | $ | 858,838 | $ | 606,924 | $ | 1,381,795 | |||||||||||||||
Oil sales | 860 | 2,504 | 2,802 | 4,388 | |||||||||||||||||||
| Total natural gas and oil sales | $ | 229,752 | $ | 861,342 | $ | 609,726 | $ | 1,386,183 | |||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Production and ad valorem taxes | $ | 19,599 | $ | 21,729 | $ | 34,505 | $ | 35,549 | |||||||||||||||
Gathering and transportation | $ | 45,395 | $ | 36,964 | $ | 90,969 | $ | 69,057 | |||||||||||||||
| Lease operating | $ | 34,031 | $ | 25,079 | $ | 68,861 | $ | 51,265 | |||||||||||||||
Exploration | $ | — | $ | 2,342 | $ | 1,775 | $ | 3,363 | |||||||||||||||
| Average Sales Price: | |||||||||||||||||||||||
Natural gas (per Mcf) | $ | 1.81 | $ | 6.93 | $ | 2.40 | $ | 5.79 | |||||||||||||||
Oil (per Bbl) | $ | 66.15 | $ | 104.33 | $ | 70.05 | $ | 97.51 | |||||||||||||||
Average equivalent (Mcfe) | $ | 1.82 | $ | 6.94 | $ | 2.40 | $ | 5.80 | |||||||||||||||
| Expenses ($ per Mcfe): | |||||||||||||||||||||||
| Production and ad valorem taxes | $ | 0.15 | $ | 0.18 | $ | 0.14 | $ | 0.15 | |||||||||||||||
Gathering and transportation | $ | 0.36 | $ | 0.30 | $ | 0.36 | $ | 0.29 | |||||||||||||||
| Lease operating | $ | 0.27 | $ | 0.20 | $ | 0.27 | $ | 0.21 | |||||||||||||||
| Gas Services: | |||||||||||||||||||||||
| Gas services revenue | $ | 58,459 | $ | 84,912 | $ | 168,063 | $ | 129,485 | |||||||||||||||
| Gas services expense | $ | 55,390 | $ | 82,778 | $ | 156,685 | $ | 123,453 | |||||||||||||||
Revenues –
Natural gas and oil sales of $229.8 million for the second quarter of 2023 decreased by $631.6 million (73%) as compared to $861.3 million for the second quarter of 2022. The decrease was primarily due to lower natural gas prices in the second quarter of 2023 as compared with 2022 prices. Our natural gas production for the second quarter of 2023 increased 2% to 126.3 billion cubic feet ("Bcf") (1.4 Bcf per day), and was sold at an average price of $1.81 per Mcf. Our natural gas production for the second quarter of 2022 was 124.0 Bcf (1.4 Bcf per day) and was sold at an average price of $6.93 per Mcf.
Natural gas and oil sales of $609.7 million for the six months ended June 30, 2023 decreased by $776.5 million (56%) as compared to $1,386.2 million for the six months ended June 30, 2022, which was also primarily due to lower natural gas prices during the first first six months of 2023 as compared with 2022 prices. Our natural gas production for the first six months of 2023 increased 6% to 253.4 Bcf (1.4 Bcf per day), and was sold at an average price of $2.40 per Mcf as compared to 238.9 Bcf (1.3 Bcf per day) sold at an average price of $5.79 in the first six months of 2022.
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COMSTOCK RESOURCES, INC.
We utilize natural gas price derivative financial instruments to manage our exposure to changes in prices of natural gas and to protect returns on investment from our drilling activities. The following table presents our natural gas prices before and after the effect of cash settlements of our derivative financial instruments:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Average Realized Natural Gas Price: | |||||||||||||||||||||||
| Natural gas, per Mcf | $ | 1.81 | $ | 6.93 | $ | 2.40 | $ | 5.79 | |||||||||||||||
| Cash settlements on derivative financial instruments, per Mcf | 0.44 | (2.08) | 0.26 | (1.57) | |||||||||||||||||||
| Price per Mcf, including cash settlements on derivative financial instruments | $ | 2.25 | $ | 4.85 | $ | 2.66 | $ | 4.22 | |||||||||||||||
Gas service revenues of $58.5 million decreased $26.5 million (31%) for the second quarter of 2023 from $84.9 million in the second quarter of 2022. Gas service revenues of $168.1 million increased $38.6 million (30%) for the first six months of 2023 from $129.5 million for the first six months of 2022. The decrease is due primarily to lower natural gas prices realized on sales of purchased natural gas in 2023. Gas service activities commenced in April 2022 with the acquisition of a pipeline and gas treating plant and the opportunity to utilize our excess transport capacity in North Louisiana.
Costs and Expenses –
Our production and ad valorem taxes decreased $2.1 million (10%) to $19.6 million for the second quarter of 2023 from $21.7 million in the second quarter of 2022. Production and ad valorem taxes decreased $1.0 million (3%) to $34.5 million for the first six months of 2023 from $35.5 million in the first six months of 2022. The decrease was primarily related to lower natural gas and oil sales during 2023.
Gathering and transportation costs for the second quarter of 2023 increased $8.4 million (23%) to $45.4 million as compared to $37.0 million in the second quarter of 2022. Gathering and transportation costs for the first six months of 2023 increased $21.9 million (32%) to $91.0 million as compared to $69.1 million for the first six months of 2022. The increase is due to production growth in areas with higher average gathering and transportation rates.
Our lease operating expense of $34.0 million ($0.27 per Mcfe) for the second quarter of 2023 increased $9.0 million (36%) from lease operating expense of $25.1 million ($0.20 per Mcfe) for the second quarter of 2022. Lease operating expense of $68.9 million ($0.27 per Mcfe) for the first six months of 2023 increased $17.6 million (34%) from lease operating expense of $51.3 million ($0.21 per Mcfe) for the first six months of 2022. The increase was due primarily to increased water disposal and other production costs.
Gas service expenses of $55.4 million decreased $27.4 million (33%) for the second quarter of 2023 from $82.8 million in the second quarter of 2022. The decrease is due primarily to lower natural gas prices realized on purchases of third party natural gas for resale in the second quarter of 2023. Gas service expenses of $156.7 million increased $33.2 million (27%) for the first six months of 2023 from $123.5 million for the first six months of 2022.
Depreciation, depletion and amortization ("DD&A") increased $21.0 million to $140.2 million in the second quarter of 2023 from $119.2 million in the second quarter of 2022. Our DD&A per equivalent Mcf produced was $1.11 per Mcfe for the quarter ended June 30, 2023 as compared to $0.96 for the quarter ended June 30, 2022. DD&A increased $48.2 million to $274.2 million for the first six months of 2023 from $225.9 million during the first six months of 2022. Our DD&A per equivalent Mcf produced was $1.08 per Mcfe for the six months ended June 30, 2023 as compared to $0.94 for the six months ended June 30, 2022. The increase in the DD&A rate was primarily due to higher drilling and completion costs incurred for wells turned to sales in the three months and six months ended June 30, 2023 and lower natural gas and oil reserves due to lower natural gas pricing utilized in reserve estimates.
General and administrative expenses, which are reported net of overhead reimbursements, increased to $10.0 million for the second quarter of 2023 as compared to $9.1 million in the second quarter of 2022. General and administrative expenses increased to $22.4 million for the first six months of 2023 as compared to $17.3 million during the first six months of 2022. The increases were primarily related to higher personnel costs.
We use derivative financial instruments as part of our price risk management program to protect our capital investments. During the quarter ended June 30, 2023, we had net losses related to our derivative financial instruments of $4.5 million, as compared to net losses on derivative financial instruments of $72.8 million during the quarter ended June 30, 2022. Realized net gains from our price risk management program were $55.5 million for the quarter ended June 30, 2023 as compared to realized net losses of $257.4 million for the quarter ended June 30, 2022. Net gains on derivative financial
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COMSTOCK RESOURCES, INC.
instruments were $61.9 million for the first six months of 2023 as compared to net losses of $510.3 million for the first six months of 2022. Realized net gains from our price risk management program were $65.9 million for the first six months of 2023 as compared to realized net losses of $374.5 million for the first six months of 2022.
Interest expense was $39.2 million and $44.3 million for the quarters ended June 30, 2023 and 2022, respectively, and $77.5 million and $90.8 million for the six months ended June 30, 2023 and 2022, respectively. The decreases in interest expense are due primarily to the early retirements of senior notes in May and June 2022 and the repayment of outstanding borrowings under the bank credit facility in 2022.
Loss on extinguishment of debt was $46.8 million for the quarter and six months ended June 30, 2022. In May and June 2022, we retired $244.4 million and $26.1 million, respectively, principal amount of our 7.5% senior notes due in 2025 and 6.75% senior notes due in 2029.
Income taxes for the quarter ended June 30, 2023 and 2022 were a benefit of $14.4 million and a provision of $108.4 million, respectively. Income taxes for the six months ended June 30, 2023 and 2022 were a provision of $25.3 million and $76.8 million, respectively. Income tax benefit/expense for the quarters ended June 30, 2023 and 2022 reflect an effective tax rate of 24.0% and 22.3%, respectively. Income tax expense for the six months ended June 30, 2023 and 2022 reflect an effective tax rate of 22.2% and 22.4%, respectively. The difference between the federal statutory tax rate of 21% and our effective rate is primarily attributable to the impact of state income taxes and revisions to the estimated future utilization of federal and state net operating loss carryforwards.
We reported net loss available to common stockholders of $45.7 million or $0.17 per share, for the quarter ended June 30, 2023. Loss from operations for the second quarter of 2023 was $17.1 million. We reported net income available to common stockholders of $372.5 million or $1.36 per diluted share for the quarter ended June 30, 2022. In the first six months of 2023, we reported net income available to common stockholders of $88.8 million or $0.32 per diluted share. Income from operations for the first six months of 2023 was $128.6 million. We reported net income available to common stockholders of $256.8 million or $0.96 per diluted share for the six months ended June 30, 2022.
Cash Flows, Liquidity and Capital Resources
Cash Flows
The following table summarizes sources and uses of cash and cash equivalents:
| Six Months Ended June 30, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| (In thousands) | ||||||||||||||
| Sources of cash and cash equivalents: | ||||||||||||||
| Operating activities | $ | 717,874 | $ | 696,534 | ||||||||||
| Borrowings on bank credit facility, net of repayments | 20,000 | 115,000 | ||||||||||||
| Proceeds from asset sales | 41,295 | 93 | ||||||||||||
| Total | $ | 779,169 | $ | 811,627 | ||||||||||
| Uses of cash and cash equivalents: | ||||||||||||||
| Capital expenditures | $ | 752,482 | $ | 526,055 | ||||||||||
| Retirement of senior notes | — | 273,920 | ||||||||||||
| Common stock dividends | 69,377 | — | ||||||||||||
| Preferred stock dividends | — | 8,678 | ||||||||||||
| Other | 2,043 | 1,365 | ||||||||||||
| Total | $ | 823,902 | $ | 810,018 | ||||||||||
Cash flows from operating activities. Net cash provided by our operating activities increased $21.3 million (3%) to $717.9 million in the first six months of 2023 from $696.5 million in the same period in 2022.
Proceeds from asset sales. In the second quarter of 2023, we sold our interest in certain non-operated properties for net proceeds of $41.3 million.
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COMSTOCK RESOURCES, INC.
Retirement of senior notes. In May 2022, we retired all of our outstanding 7.5% senior notes due in 2025 for $248.9 million, which included premiums paid over face value of $4.5 million. During June 2022, we retired $26.1 million principal amount of our 6.75% senior notes for $24.9 million.
Common stock dividends. During the first six months of 2023, we paid quarterly cash dividends of $0.125 per common share to stockholders of record as of March 1, 2023 and June 1, 2023, respectively.
Capital expenditures. The increase in capital expenditures of $226.4 million is primarily due to our higher drilling and completion activity in the first six months of 2023 and $56.6 million of unproved property acquisitions.
Our capital expenditures are summarized in the following table:
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| (In thousands) | |||||||||||
| Acquisitions: | |||||||||||
| Proved property | $ | — | $ | 205 | |||||||
| Unproved property | 56,648 | 25,182 | |||||||||
| Exploration and development: | |||||||||||
Development leasehold costs | 13,718 | 5,287 | |||||||||
| Exploratory drilling and completion costs | 104,312 | 30,397 | |||||||||
| Development drilling and completion costs | 511,214 | 414,419 | |||||||||
Other development costs | 17,450 | 36,937 | |||||||||
| Asset retirement obligations | 24 | 816 | |||||||||
| Total exploration and development | 703,366 | 513,243 | |||||||||
| Other property and equipment | 11,513 | 18,079 | |||||||||
Total capital expenditures | $ | 714,879 | $ | 531,322 | |||||||
| Change in accrued capital expenditures | 29,046 | (13,842) | |||||||||
| Prepaid drilling costs | 8,624 | 10,601 | |||||||||
| Change in asset retirement obligations | (67) | (2,026) | |||||||||
| Total cash capital expenditures | $ | 752,482 | $ | 526,055 | |||||||
We drilled 39 (30.9 net) wells and completed 36 (24.9 net) Haynesville and Bossier shale operated wells during the first six months of 2023. We currently expect to spend an additional $400 million to $600 million in the remaining six months of 2023 on drilling, completion, infrastructure and other activity.
Liquidity and Capital Resources
As of June 30, 2023, we had $1.5 billion of liquidity, comprised of $1.48 billion of unused borrowing capacity under our bank credit facility and $9.9 million of cash and cash equivalents on hand. Our short and long-term capital requirements consist primarily of funding our development and exploration activities, acquisitions, payments of contractual obligations and debt service.
We expect to fund our future development and exploration activities with future operating cash flow and borrowings under our bank credit facility. The timing of most of our future capital expenditures is discretionary because of the limited number of material long-term capital expenditure commitments. Consequently, we have a significant degree of flexibility to adjust the level of our capital expenditures as circumstances warrant. If our plans or assumptions change or our assumptions prove to be inaccurate, we may be required to seek additional capital, including debt or equity financing. We cannot provide any assurance that we will be able to obtain such capital, or if such capital is available, that we will be able to obtain it on acceptable terms.
We do not have a specific acquisition budget for the remainder of 2023 because the timing and size of acquisitions are unpredictable. We intend to use our cash flows from operations, borrowings under our bank credit facility, or other debt or equity financings to the extent available, to finance such acquisitions. The availability and attractiveness of these sources of
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COMSTOCK RESOURCES, INC.
financing will depend upon a number of factors, some of which will relate to our financial condition and performance and some of which will be beyond our control, such as prevailing interest rates, natural gas and oil prices and other market conditions. Lack of access to the debt or equity markets due to general economic conditions could impede our ability to complete acquisitions.
At June 30, 2023, we had $20.0 million of borrowings outstanding under our bank credit facility. Aggregate commitments under our bank credit facility are $1.5 billion, which matures on November 15, 2027. Borrowings under the bank credit facility are subject to a borrowing base, which was redetermined on April 20, 2023 and currently set at $2.0 billion. The borrowing base is re-determined on a semi-annual basis and upon the occurrence of certain other events. Borrowings under the bank credit facility are secured by substantially all of our assets and those of our subsidiaries and bear interest at our option, at either adjusted SOFR plus 1.75% to 2.75% or an alternate base rate plus 0.75% to 1.75%, in each case depending on the utilization of the borrowing base. We also pay a commitment fee of 0.375% to 0.50% on the unused portion of the borrowing base. The bank credit facility places certain restrictions upon our and our subsidiaries' ability to, among other things, incur additional indebtedness, pay cash dividends, repurchase common stock, make certain loans, investments and divestitures and redeem the senior notes. The only financial covenants are the maintenance of a leverage ratio of less than 3.5 to 1.0 and an adjusted current ratio of at least 1.0 to 1.0. We were in compliance with the covenants as of June 30, 2023.
Income Taxes
At June 30, 2023, we had $767.5 million in U.S. federal net operating loss ("NOL") carryforwards and $1.5 billion in certain state NOL carryforwards. As a result of the change of control in August 2018, our ability to use NOLs to reduce taxable income is generally limited to an annual amount based on the fair market value of our stock immediately prior to the ownership change multiplied by the long-term tax-exempt interest rate. Our NOLs are estimated to be limited to $3.3 million a year as a result of this limitation. In addition to this limitation, IRC Section 382 provides that a corporation with a net unrealized built-in gain immediately before an ownership change may increase its limitation by the amount of recognized built-in gain recognized during a recognition period, which is generally the five-year period immediately following an ownership change. Based on the fair market value of our common stock immediately prior to the ownership change, we believe that we have a net unrealized built-in gain which will increase the Section 382 limitation during the five-year recognition period from 2018 to 2023 by $147.7 million.
NOLs that exceed the Section 382 limitation in any year continue to be allowed as carryforwards until they expire and can be used to offset taxable income for years within the carryover period subject to the limitation in each year. NOLs incurred prior to 2018 generally have a 20-year life until they expire. NOLs generated in 2018 and after would be carried forward indefinitely. Our use of new NOLs arising after the date of an ownership change would not be affected by the 382 limitation. If we do not generate a sufficient level of taxable income prior to the expiration of the pre-2018 NOL carryforward periods, then we will lose the ability to apply those NOLs as offsets to future taxable income. We estimate that $766.6 million of the U.S. federal NOL carryforwards and $1.3 billion of the estimated state NOL carryforwards will expire unused.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Natural Gas and Oil Prices
Our financial condition, results of operations and capital resources are highly dependent upon the prevailing market prices of natural gas and oil. These commodity prices are subject to wide fluctuations and market uncertainties due to a variety of factors, some of which are beyond our control. Factors influencing natural gas and oil prices include the level of global demand for oil, the foreign supply of natural gas and oil, the effect of the war in Ukraine and the geopolitical response to Russia's invasion, the establishment of and compliance with production quotas by oil exporting countries, weather conditions that determine the demand for natural gas, the price and availability of alternative fuels and overall economic conditions. It is impossible to predict future natural gas and oil prices with any degree of certainty. Sustained weakness in natural gas and oil prices may adversely affect our financial condition and results of operations, and may also reduce the amount of natural gas and oil reserves that we can produce economically. Any reduction in our natural gas and oil reserves, including reductions due to price fluctuations, can have an adverse effect on our ability to obtain capital for our exploration and development activities. Similarly, any improvements in natural gas and oil prices can have a favorable impact on our financial condition, results of operations and capital resources.
As of June 30, 2023, we had natural gas price collars to hedge approximately 46.0 Bcf of our 2023 natural gas production with an average floor price of $3.00 per MMBtu and an average ceiling price of $10.28 per MMBtu and we had natural gas price swaps to hedge approximately 47.6 Bcf of our 2024 natural gas production at an average price of $3.50 per MMBtu. None of our derivative contracts have margin requirements or collateral provisions that could require funding prior to the scheduled cash settlement date.
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COMSTOCK RESOURCES, INC.
An increase of 10% in the market price of natural gas on June 30, 2023 would decrease the fair value of our natural gas price swaps and collars by approximately $17.7 million. A decrease of 10% in the market price of natural gas on June 30, 2023 would increase the fair value of our natural gas price swaps and collars by approximately $18.9 million. The impact of hypothetical changes in market prices of natural gas on our natural gas derivative financial instruments discussed above does not include the offsetting impact that the same hypothetical changes in market prices of natural gas may have on our physical sales of natural gas. Since our outstanding natural gas derivative financial instruments hedge only a portion of our forecasted physical gas production, a positive or negative impact to the fair value of our natural gas derivative financial instruments would be partially offset by our physical sales of natural gas.
Interest Rates
At June 30, 2023, we had approximately $2.2 billion principal amount of long-term debt outstanding. $965.0 million of our long-term debt bear interest at a fixed rate of 5.875% and $1.22 billion of our long-term debt bear interest at a fixed rate of 6.75%. As of June 30, 2023, the fair market value of the 5.875% senior notes due in 2030 and the 6.75% senior notes due in 2029 was $832.3 million and $1.1 billion, respectively, based on the market price of approximately 86% and 92%, respectively, of the face amount of such debt. At June 30, 2023, we had $20.0 million outstanding under our bank credit facility, which is subject to variable rates of interest that are tied to SOFR or the corporate base rate, at our option. Any increase in these interest rates would have an adverse impact on our results of operations and cash flow.
ITEM 4: CONTROLS AND PROCEDURES
As of June 30, 2023, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2023 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information required to be disclosed by us is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the three months ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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COMSTOCK RESOURCES, INC.
PART II — OTHER INFORMATION
ITEM 5: OTHER INFORMATION
During the three months ended June 30, 2023, we were not informed by any of our directors or officers of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement,"
ITEM 6: EXHIBITS
| Exhibit No. | Description | |||||||
| 101.INS* | Inline XBRL Instance Document | |||||||
| 101.SCH* | Inline XBRL Schema Document | |||||||
| 101.CAL* | Inline XBRL Calculation Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Labels Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Presentation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Definition Linkbase Document | |||||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
_____________________________
* Filed herewith.
† Furnished herewith.
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COMSTOCK RESOURCES, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COMSTOCK RESOURCES, INC. | |||||
| Date: August 3, 2023 | /s/ M. JAY ALLISON | ||||
M. Jay Allison, Chairman and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| Date: August 3, 2023 | /s/ ROLAND O. BURNS | ||||
Roland O. Burns, President, Chief Financial Officer and Secretary | |||||
| (Principal Financial and Accounting Officer) | |||||
26
Exhibit 31.1
Section 302 Certification
I, M. Jay Allison, certify that:
1.I have reviewed this June 30, 2023 Form 10-Q of Comstock Resources, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 3, 2023 | |||||
| /s/ M. JAY ALLISON | |||||
| Chief Executive Officer | |||||
Exhibit 31.2
Section 302 Certification
I, Roland O. Burns, certify that:
1.I have reviewed this June 30, 2023 Form 10-Q of Comstock Resources, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: August 3, 2023 | |||||
| /s/ ROLAND O. BURNS | |||||
| President and Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Comstock Resources, Inc. (the “Company”) on Form 10-Q for the three months and six months ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, M. Jay Allison, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| /s/ M. JAY ALLISON | |||||
| M. Jay Allison | |||||
| Chief Executive Officer | |||||
| August 3, 2023 | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Comstock Resources, Inc. (the “Company”) on Form 10-Q for the three months and six months ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roland O. Burns, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| /s/ Roland O. Burns | |||||
| Roland O. Burns | |||||
| Chief Financial Officer | |||||
| August 3, 2023 | |||||