Comstock Resources Inc 10-Q for FY2022 Q2
Comstock Resources Inc (CRK)
10-Q
2022-08-04
For: 2022-06-30
View Original
Added on
April 07, 2026
About this 10-Q
Comstock Resources Inc filed this 10-Q on August 4, 2022, covering the quarter ended June 30, 2022 (FY2022 Q2).
Headline figures
Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $946.25M
- up 175.3% from $343.69M a year earlier
- Net income
- $376.89M
- compared with a net loss of $179.7M a year earlier
- Diluted EPS
- $1.36
- compared with -$0.80 a year earlier
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, 2022
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):
Large accelerated filer ☐
Emerging growth company ☐
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 3, 2022 was 233,165,068 .
COMSTOCK RESOURCES, INC.
QUARTERLY REPORT
For the Quarter Ended June 30, 2022
INDEX
Page | |||||
Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 | |||||
Consolidated Statements of Operations – for the three months and six months ended June 30, 2022 and 2021 | |||||
Consolidated Statements of Cash Flows – for the six months ended June 30, 2022 and 2021 | |||||
2
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
3
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (Unaudited) | |||||||||||
| (In thousands) | |||||||||||
| ASSETS | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable: | |||||||||||
Oil and gas sales | |||||||||||
Joint interest operations | |||||||||||
From affiliates | |||||||||||
| Derivative financial instruments | |||||||||||
| Other current assets | |||||||||||
Total current assets | |||||||||||
| Property and equipment: | |||||||||||
Oil and natural gas 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 | |||||||||||
| Other non-current liabilities | |||||||||||
Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Mezzanine equity: | |||||||||||
Series B Convertible Preferred stock — | |||||||||||
| Stockholders' equity: | |||||||||||
Common stock—$ | |||||||||||
Additional paid-in capital | |||||||||||
| Accumulated earnings (deficit) | ( | ||||||||||
Total stockholders' equity | |||||||||||
| $ | $ | ||||||||||
The accompanying notes are an integral part of these statements.
4
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In thousands, except per share amounts) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
Natural gas sales | $ | $ | $ | $ | |||||||||||||||||||
Oil sales | |||||||||||||||||||||||
Total oil and gas 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 | |||||||||||||||||||||||
| Gain on sale of assets | ( | ( | ( | ( | |||||||||||||||||||
Total operating expenses | |||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| Other income (expenses): | |||||||||||||||||||||||
| 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 | |||||||||||||||||||||||
The accompanying notes are an integral part of these statements.
5
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
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, 2021 | $ | $ | $ | $ | |||||||||||||||||||||||||
Stock-based compensation | ( | — | — | ||||||||||||||||||||||||||
| Stock issuance costs | — | — | ( | — | ( | ||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Payment of preferred dividends | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Stock-based compensation | — | ||||||||||||||||||||||||||||
| Income tax withholdings on equity awards | ( | ( | ( | — | ( | ||||||||||||||||||||||||
| Stock issuance costs | — | — | ( | — | ( | ||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Payment of preferred dividends | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Balance at January 1, 2022 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Stock-based compensation | ( | ( | — | ||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
Payment of preferred dividends | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
Stock-based compensation | — | ||||||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
Payment of preferred dividends | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at June 30, 2022 | $ | $ | $ | $ | |||||||||||||||||||||||||
The accompanying notes are an integral part of these statements.
6
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (In thousands) | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
Deferred income taxes | ( | ||||||||||
| Gain on sale of assets | ( | ( | |||||||||
Depreciation, depletion and amortization | |||||||||||
| 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 in accounts receivable | ( | ( | |||||||||
| (Increase) 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 | ( | ( | |||||||||
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 | ( | ( | |||||||||
| Issuance of Senior Notes | |||||||||||
Retirement of Senior Notes | ( | ( | |||||||||
Preferred 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. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2022
(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, 2022, 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, 2021.
The results of operations for the period through June 30, 2022 are not necessarily an indication of the results expected for the full year.
Property and Equipment
The Company follows the successful efforts method of accounting for its oil and natural gas properties. Costs incurred to acquire oil and gas leases and to drill and complete developmental wells are capitalized.
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 oil and gas reserves. The changes in capitalized exploratory well costs are as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| 2022 | 2022 | ||||||||||||||||
| (In thousands) | |||||||||||||||||
| Beginning capitalized exploratory project costs | $ | $ | |||||||||||||||
| Additions to exploratory project costs pending the determination of proved reserves | |||||||||||||||||
| Determined to have found proved reserves | ( | ( | |||||||||||||||
| Ending capitalized exploratory project costs | $ | $ | |||||||||||||||
As of June 30, 2022 and December 31, 2021, 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 oil and gas properties on a property basis. No
The Company determines the fair values of its oil and gas properties using a discounted cash flow model and proved and risk-adjusted probable oil and natural gas reserves. Undrilled acreage can also be valued based on sales transactions in
8
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 oil and natural gas prices, production costs, capital expenditures, and future production as well as estimated proved oil and gas reserves and risk-adjusted probable oil and natural gas reserves. Management's oil and natural gas 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 oil and gas 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 oil and gas reserves, results of future drilling activities, future prices for oil and natural gas, 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, 2022 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 $108.3 million related to its corporate office, certain office equipment, vehicles and a hydraulic fracturing fleet 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 oil and natural gas reserves and the related rights to use the land associated with those leases are reflected as oil and gas properties.
Comstock contracts for a variety of equipment used in its oil and natural gas exploration and development activities. Contract terms for this equipment vary broadly, including the contract duration, pricing, scope of services included along with the equipment, cancellation terms, and rights of substitution, among others. The Company's drilling and completion operations routinely change due to changes in commodity prices, demand for oil and natural gas, and the overall operating and economic environment. Accordingly, Comstock manages the terms of its contracts for drilling rigs and completion equipment so as to allow for maximum flexibility in responding to these changing conditions. In April 2022, the Company took delivery of a natural gas powered hydraulic fracturing fleet, which has been leased with a three year term. The Company's other hydraulic fracturing fleet contracts are on terms less than one year and include rights of substitution. The Company's drilling rig contracts are presently either for periods of less than one year, or they are on terms that provide for cancellation with 45 days advance notice without a specified expiration date. The Company has elected not to recognize right-of-use lease assets for contracts less than one year. The costs associated with drilling and completion operations are accounted for under the successful efforts method, which generally require that these costs be capitalized as part of our proved oil and natural gas properties on our balance sheet unless they are incurred on exploration wells that are unsuccessful, in which case they are charged to exploration expense.
9
Lease costs recognized during the three months and six months ended June 30, 2022 and 2021 were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Operating lease cost included in general and administrative expense | $ | $ | $ | $ | |||||||||||||||||||
| Operating lease cost included in lease operating expense | |||||||||||||||||||||||
| Operating lease cost included in proved oil and gas properties | |||||||||||||||||||||||
| Variable lease cost (completion costs included in proved oil and gas properties) | |||||||||||||||||||||||
| Short-term operating lease cost (drilling rig costs included in proved oil and gas properties) | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
Cash payments for operating leases associated with right-of-use assets included in cash provided by operating activities were $0.8 million and $0.6 million for the three months ended June 30, 2022 and 2021, respectively, and $1.5 million and $1.3 million for the six months ended June 30, 2022 and 2021, respectively. Cash payments for operating leases associated with right-of-use assets included in cash used for investing activities were $34.5 million and $7.7 million for the three months ended June 30, 2022 and 2021, respectively, and $45.6 million and $19.2 million for the six months ended June 30, 2022 and 2021, respectively.
As of June 30, 2022 and December 31, 2021, the operating leases had a weighted-average term of 2.8 years and 2.7 years, respectively, and the weighted-average discount rate used to determine the present value of future operating lease payments was 3.5 % and 2.7 %, respectively. As of June 30, 2022, the Company also had expected future payments for contracted drilling services of $22.2 million.
As of June 30, 2022, expected future payments related to contracts that contain operating leases were as follows:
| (In thousands) | |||||
| July 1 to December 31, 2022 | $ | ||||
| 2023 | |||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| Thereafter | |||||
Total lease payments | |||||
| Imputed interest | ( | ||||
| Total lease liability | $ | ||||
Accrued Costs
Accrued costs at June 30, 2022 and December 31, 2021 consisted of the following:
| As of | |||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||
| (In thousands) | |||||||||||
| Accrued interest payable | $ | $ | |||||||||
| Accrued drilling costs | |||||||||||
| Accrued income and other taxes | |||||||||||
| Accrued transportation costs | |||||||||||
| Accrued employee compensation | |||||||||||
| Accrued lease operating expenses | |||||||||||
| Other | |||||||||||
| $ | $ | ||||||||||
10
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (In thousands) | |||||||||||
| Reserve for future abandonment costs at beginning of period | $ | $ | |||||||||
New wells placed on production | |||||||||||
| Acquisition of natural gas treating plant | |||||||||||
Liabilities settled and assets disposed of | ( | ( | |||||||||
Accretion expense | |||||||||||
| Reserve for future abandonment costs at end of period | $ | $ | |||||||||
The Company had the following oil and natural gas price derivative financial instruments at June 30, 2022:
| Future Production Period | ||||||||||||||||||||||||||||||||
| Six Months Ending December 31, 2022 | Year Ending December 31, 2023 | Total | ||||||||||||||||||||||||||||||
| Natural Gas Swap Contracts: | ||||||||||||||||||||||||||||||||
| Volume (MMBtu) | ||||||||||||||||||||||||||||||||
| Average Price per MMBtu | $ | $ | ||||||||||||||||||||||||||||||
| Natural Gas Collar Contracts: | ||||||||||||||||||||||||||||||||
| Volume (MMBtu) | ||||||||||||||||||||||||||||||||
| Average Price per MMBtu: | ||||||||||||||||||||||||||||||||
| Average Ceiling | $ | $ | $ | |||||||||||||||||||||||||||||
| Average Floor | $ | $ | $ | |||||||||||||||||||||||||||||
| Natural Gas Basis Swap Contracts: | ||||||||||||||||||||||||||||||||
| Volume (MMBtu) | (1) | (1) | ||||||||||||||||||||||||||||||
| Average Price per MMBtu | ($ | ($ | ||||||||||||||||||||||||||||||
_____________________________
(1)Contracts fix the differentials between NYMEX Henry Hub and the Columbia Gulf Mainline indices.
11
The classification of derivative financial instruments between assets and liabilities, consists of the following:
| As of | ||||||||||||||||||||
| Type | Consolidated Balance Sheet Location | June 30, 2022 | December 31, 2021 | |||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Asset Derivative Financial Instruments: | ||||||||||||||||||||
| Natural gas price derivatives | Derivative Financial Instruments – current | $ | $ | |||||||||||||||||
| Oil price derivatives | Derivative Financial Instruments – current | |||||||||||||||||||
| $ | $ | |||||||||||||||||||
| Liability Derivative Financial Instruments: | ||||||||||||||||||||
| Natural gas price derivatives | Derivative Financial Instruments – current | $ | $ | |||||||||||||||||
| Oil 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:
| Loss on Derivatives Recognized in Earnings | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| Natural gas price derivatives | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Oil price derivatives | ( | ( | ||||||||||||||||||||||||
| Interest rate derivatives | ( | |||||||||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
In June 2022, the Company granted an aggregate of 317,831 shares of restricted stock to its directors and employees. The grants were valued at $16.80 per share. As of June 30, 2022, Comstock had 930,006 shares of unvested restricted stock outstanding at a weighted average grant date fair value of $9.50 per share. Total unrecognized compensation cost related to unvested restricted stock grants of $7.6 million as of June 30, 2022 is expected to be recognized over a period of 2.4 years.
In June 2022, the Company granted an aggregate of 162,511 PSUs to its executive officers at a value of $25.26 per unit. As of June 30, 2022, Comstock had 1,212,421 PSUs outstanding at a weighted average grant date fair value of $10.41 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 2,424,842 shares of common stock. Total unrecognized compensation cost related to these grants of $6.1 million as of June 30, 2022 is expected to be recognized over a period of 2.5 years.
Revenue Recognition
Comstock produces oil and natural gas 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. Payment is reasonably assured upon delivery of production. All sales are subject to contracts that have commercial substance, contain
12
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 oil and natural gas 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 oil and natural gas routinely fluctuate based on changes in these factors. 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 crude oil and natural gas, 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. 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 oil or natural gas 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, 2022. Sales of oil and natural gas generally occur at or near the wellhead. When sales of oil and gas occur at locations other than the wellhead, the Company accounts for costs incurred to transport the production to the delivery point as gathering and transportation expenses.
Gas services revenues represent sales of natural gas purchased for resale and fees received for gathering and treating services provided to unaffiliated third parties. The Company recognizes gas services revenues at the time the performance obligations have been fulfilled.
The Company recognized accounts receivable of $436.4 million as of June 30, 2022 from customers 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 oil and gas or participants in oil and gas wells for which the Company serves as the operator. Generally, operators of oil and gas wells have the right to offset future revenues against unpaid charges related to operated wells. Oil and gas 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
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.
13
The following is an analysis of the consolidated income tax provision (benefit):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Current - Federal | $ | $ | $ | $ | |||||||||||||||||||
| Current - State | |||||||||||||||||||||||
| Deferred - Federal | ( | ( | |||||||||||||||||||||
| Deferred - State | ( | ( | |||||||||||||||||||||
| $ | $ | ( | $ | $ | ( | ||||||||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Tax at statutory rate | % | % | % | % | |||||||||||||||||||
| Tax effect of: | |||||||||||||||||||||||
| Valuation allowance on deferred tax assets | ( | ( | ( | ||||||||||||||||||||
State income taxes, net of federal benefit | |||||||||||||||||||||||
Nondeductible stock-based compensation | |||||||||||||||||||||||
| Change in Louisiana tax law | ( | ||||||||||||||||||||||
| 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.
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.
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In 2021, the Company had natural gas swaption agreements that were measured at fair value using a third party pricing service, categorized as a Level 3 measurement. The following is a reconciliation of the beginning and ending balances for derivative instruments using Level 3 measurements in the fair value hierarchy:
| Six Months Ended June 30, 2021 | ||||||||
| (In thousands) | ||||||||
| Balance at beginning of year | $ | ( | ||||||
| Total loss included in earnings | ( | |||||||
| Settlements, net | ||||||||
| Transfers out of Level 3 | ( | |||||||
| Balance at end of period | $ | ( | ||||||
Fair Values – Reported
The following presents the carrying amounts and the fair values of the Company's financial instruments as of June 30, 2022 and December 31, 2021:
| As of | |||||||||||||||||||||||
| June 30, 2022 | December 31, 2021 | ||||||||||||||||||||||
| 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, 2022 and December 31, 2021, 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, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (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,
15
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.
Weighted average unearned PSUs outstanding were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| (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 ended June 30, 2022 and 2021 were determined as follows:
| Three Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||||||
| 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, | |||||||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||
The Series B Convertible Preferred Stock became convertible into an aggregate of 43,750,000 shares of common stock on July 16, 2020 at a conversion price of $4.00 per share. The dilutive effect of preferred stock is computed using the if-converted method as if conversion of the preferred shares had occurred at the earlier of the date of issuance or the beginning of the period.
16
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, 2022 and 2021, respectively, were as follows:
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (In thousands) | |||||||||||
| Cash payments for: | |||||||||||
| Interest payments | $ | $ | |||||||||
| Income tax payments | $ | $ | |||||||||
| Non-cash investing activities include: | |||||||||||
| Increase in accrued capital expenditures | $ | $ | |||||||||
| Liabilities assumed in exchange for right-of-use lease assets | $ | $ | |||||||||
(2) ACQUISITION
(3) LONG-TERM DEBT
At June 30, 2022, 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, 2022, the Company had $350.0 million outstanding under a bank credit facility with a $1.4 billion committed borrowing base which is re-determined on a semi-annual basis and upon the occurrence of certain other events and matures on July 16, 2024. The borrowing base was redetermined on April 15, 2022. 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 LIBOR plus 2.25 % to 3.25 % or a base rate plus 1.25 % to 2.25 %, 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 4.0 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, 2022.
In May 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, which included principal of $244.4 million, premiums paid over face value of $4.5 million and accrued interest of $9.2 million. As a result of the redemption, the Company recognized a loss of $47.8 million on early retirement of debt including the write-off of $43.3 million of unamortized discount resulting from adjusting the senior notes to fair value on the date that they were assumed by the Company.
17
In June 2022, the Company repurchased $26.1 million principal amount of its 6.75 % senior notes due in 2029 for $24.9 million. The Company recognized a gain of $1.0 million on early retirement of debt relating to the repurchase.
During the six months ended June 30, 2021, the Company repurchased $375.0 million principal amount of its 7.5 % senior notes due in 2025 and $1,650.0 million principal amount of its 9.75 % senior notes due 2026 with proceeds from the issuance of $1,250.0 million principal amount of its 6.75 % senior notes due in 2029 and $965.0 million principal amount of its 5.875 % senior notes due in 2030. The Company recognized a loss of $114.1 million and $352.6 million on early retirement of debt for the three months and six months ended June 30, 2021, respectively.
(4) CONVERTIBLE PREFERRED STOCK
(5) COMMITMENTS AND CONTINGENCIES
(6) RELATED PARTY TRANSACTIONS
18
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, 2021.
Results of Operations
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net Production Data: | (In thousands except per unit amounts) | ||||||||||||||||||||||
Natural gas (MMcf) | 123,950 | 124,083 | 238,856 | 237,376 | |||||||||||||||||||
| Oil (MBbls) | 24 | 362 | 45 | 688 | |||||||||||||||||||
Natural gas equivalent (MMcfe) | 124,092 | 126,260 | 239,127 | 241,506 | |||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
Natural gas sales | $ | 858,838 | $ | 321,520 | $ | 1,381,795 | $ | 645,480 | |||||||||||||||
Oil sales | 2,504 | 22,173 | 4,388 | 38,698 | |||||||||||||||||||
Total oil and gas sales | $ | 861,342 | $ | 343,693 | $ | 1,386,183 | $ | 684,178 | |||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Production and ad valorem taxes | $ | 21,729 | $ | 10,141 | $ | 35,549 | $ | 19,793 | |||||||||||||||
Gathering and transportation | $ | 36,964 | $ | 31,736 | $ | 69,057 | $ | 61,194 | |||||||||||||||
| Lease operating | $ | 25,079 | $ | 26,011 | $ | 51,265 | $ | 50,574 | |||||||||||||||
Exploration | $ | 2,342 | $ | — | $ | 3,363 | $ | — | |||||||||||||||
| Average Sales Price: | |||||||||||||||||||||||
Natural gas (per Mcf) | $ | 6.93 | $ | 2.59 | $ | 5.79 | $ | 2.72 | |||||||||||||||
Oil (per Bbl) | $ | 104.33 | $ | 61.25 | $ | 97.51 | $ | 56.25 | |||||||||||||||
Average equivalent (Mcfe) | $ | 6.94 | $ | 2.72 | $ | 5.80 | $ | 2.83 | |||||||||||||||
| Expenses ($ per Mcfe): | |||||||||||||||||||||||
| Production and ad valorem taxes | $ | 0.18 | $ | 0.08 | $ | 0.15 | $ | 0.08 | |||||||||||||||
Gathering and transportation | $ | 0.30 | $ | 0.25 | $ | 0.29 | $ | 0.25 | |||||||||||||||
| Lease operating | $ | 0.20 | $ | 0.21 | $ | 0.21 | $ | 0.21 | |||||||||||||||
Revenues –
Oil and natural gas sales of $861.3 million for the second quarter of 2022 increased by $517.6 million (151%) as compared to $343.7 million for the second quarter of 2021. The increase was primarily due to higher prices received for our natural gas production. Our natural gas production for the second quarter of 2022 was 124.0 billion cubic feet ("Bcf") (1.4 Bcf per day), and was sold at an average price of $6.93 per Mcf as compared to 124.1 Bcf (1.4 Bcf per day) sold at an average price of $2.59 per Mcf in the second quarter of 2021. In October 2021, we sold our Bakken shale properties, which accounted for most of our oil production.
Oil and natural gas sales of $1.4 billion for the six months ended June 30, 2022 increased by $702.0 million (103%) as compared to $684.2 million for the six months ended June 30, 2021, which also was primarily due to higher prices received for our natural gas production. Our natural gas production for the first six months of 2022 increased 1% to 238.9 Bcf (1.3 Bcf per day), and was sold at an average price of $5.79 per Mcf as compared to 237.4 Bcf (1.3 Bcf per day) sold at an average price of $2.72 in the first six months of 2021.
19
We utilize natural gas and oil price derivative financial instruments to manage our exposure to changes in prices of natural gas and oil and to protect returns on investment from our drilling activities. The following table presents our natural gas and oil prices before and after the effect of cash settlements of our derivative financial instruments:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Average Realized Natural Gas Price: | |||||||||||||||||||||||
| Natural gas, per Mcf | $ | 6.93 | $ | 2.59 | $ | 5.79 | $ | 2.72 | |||||||||||||||
| Cash settlements on derivative financial instruments, per Mcf | (2.08) | (0.13) | (1.57) | (0.10) | |||||||||||||||||||
| Price per Mcf, including cash settlements on derivative financial instruments | $ | 4.85 | $ | 2.46 | $ | 4.22 | $ | 2.62 | |||||||||||||||
| Average Realized Oil Price: | |||||||||||||||||||||||
| Oil, per Bbl | $ | 104.33 | $ | 61.25 | $ | 97.51 | $ | 56.25 | |||||||||||||||
| Cash settlements on derivative financial instruments, per Bbl | — | (5.43) | — | (4.19) | |||||||||||||||||||
| Price per Bbl, including cash settlements on derivative financial instruments | $ | 104.33 | $ | 55.82 | $ | 97.51 | $ | 52.06 | |||||||||||||||
Gas service revenues of $84.9 million and $129.5 million for the three months and six months ended June 30, 2022, respectively, included sales of natural gas purchased from unaffiliated third parties for resale and fees received from unaffiliated third parties for natural gas transportation and treating services.
Costs and Expenses –
Our production and ad valorem taxes increased $11.6 million (114%) to $21.7 million for the second quarter of 2022 from $10.1 million in the second quarter of 2021. Production and ad valorem taxes increased $15.8 million (80%) to $35.5 million for the first six months of 2022 from $19.8 million in the first six months of 2021. The increase was primarily related to higher natural gas sales in 2022.
Gathering and transportation costs for the second quarter of 2022 increased $5.2 million (16%) to $37.0 million as compared to $31.7 million in the second quarter of 2021. Gathering and transportation costs for the first six months of 2022 increased $7.9 million (13%) to $69.1 million as compared to $61.2 million for the first six months of 2021. The increase is due to additional transportation costs related to our operated natural gas production.
Our lease operating expense of $25.1 million ($0.20 per Mcfe) for the second quarter of 2022 decreased $0.9 million (4%) from lease operating expense of $26.0 million ($0.21 per Mcfe) for the second quarter of 2021. Lease operating expense of $51.3 million ($0.21 per Mcfe) for the first six months of 2022 increased $0.7 million (1%) from lease operating expense of $50.6 million ($0.21 per Mcfe) for the first six months of 2021.
Gas service expenses were $82.8 million and $123.5 million for the three months and six months ended June 30, 2022 and include the cost of unaffiliated third party natural gas purchased for resale and the operating expenses of the pipeline and natural gas treating plant acquired in April 2022.
Depreciation, depletion and amortization ("DD&A") decreased $2.2 million (2%) to $119.2 million in the second quarter of 2022 from $121.4 million in the second quarter of 2021. Our DD&A per equivalent Mcf produced was $0.96 per Mcfe for both the quarter ended June 30, 2022 and 2021. DD&A decreased $4.6 million (2%) to $225.9 million in the first six months of 2022 from $230.6 million in the first six months of 2021. Our DD&A per equivalent Mcf produced decreased $0.01 to $0.94 per Mcfe for the first six months of 2022 from $0.95 per Mcfe for the first six months of 2021.
General and administrative expenses, which are reported net of overhead reimbursements, increased to $9.1 million for the second quarter of 2022 as compared to $7.9 million in the second quarter of 2021. General and administrative expenses increased to $17.3 million for the first six months of 2022 from $15.9 million in the first six months of 2021. The increases were primarily related to higher compensation expense.
We use derivative financial instruments as part of our price risk management program to protect our capital investments. During the quarter ended June 30, 2022, we had losses related to our derivative financial instruments of $72.8 million, as compared to net losses on derivative financial instruments of $224.0 million during the quarter ended June 30, 2021. Realized net losses from our oil and natural gas price risk management program were $257.4 million for the quarter ended June 30, 2022 as compared to realized net losses of $18.8 million for the quarter ended June 30, 2021. Net losses on derivative financial instruments were $510.3 million for the first six months of 2022 as compared to net losses of $245.7 million for the first six months of 2021. Realized net losses from our oil and natural gas price risk management program were $374.5 million for the first six months of 2022 as compared to realized net losses of $27.3 million for the first six months of 2021.
20
Interest expense was $44.3 million and $56.9 million for the quarters ended June 30, 2022 and 2021, respectively, and $90.8 million and $120.7 million for the six months ended June 30, 2022 and 2021, respectively. The decrease in interest expense is due primarily to the refinancing of our senior notes in 2021 and the early retirements of senior notes in May and June 2022.
Loss on extinguishment of debt was $46.8 million and $114.1 million for the quarter ended June 30, 2022 and 2021, respectively, and $46.8 million and $352.6 million for the six months ended June 30, 2022 and 2021, respectively. 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. In March and June 2021, we redeemed all of our outstanding 9.75% senior notes due in 2026 and $375.0 million principal amount of our 7.5% senior notes due in 2025.
Income taxes for the quarter ended June 30, 2022 and 2021 were an expense of $108.4 million and a benefit of $68.2 million, respectively. Income taxes for the six months ended June 30, 2022 and 2021 were an expense of $76.8 million and a benefit of $98.1 million, respectively. Income tax expense for the three months and six months ended June 30, 2022 reflect an effective tax rate of 22.3% and 22.4%, respectively. The income tax benefit for the three months and six months ended June 30, 2021 reflect an effective tax rate of 27.5% and 23.8%, respectively. The difference between the federal statutory tax rate of 21% and our effective rate is primarily attributable to revisions to the estimated future utilization of federal and state net operating loss carryforwards ("NOL") and the impact of state income taxes.
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 which included a $72.8 million net loss from derivative financial instruments and a $46.8 million loss on early retirement of debt. Income from operations for the second quarter of 2022 was $649.1 million and we had interest expense of $44.3 million and $4.4 million in preferred stock dividends. We reported net loss available to common stockholders of $184.1 million or $0.80 per share for the three months ended June 30, 2021. In the first six months of 2022, we reported net income available to common stockholders of $256.8 million or $0.96 per diluted share, which included a $510.3 million net loss from derivative financial instruments and a $46.8 million loss on early retirement of debt. Income from operations for the first six months of 2022 was $989.8 million and we had interest expense of $90.8 million and $8.7 million in preferred stock dividends. We reported net loss available to common stockholders of $322.5 million or $1.39 per share for the six months ended June 30, 2021.
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, | ||||||||||||||
| 2022 | 2021 | |||||||||||||
| (In thousands) | ||||||||||||||
| Sources of cash and cash equivalents: | ||||||||||||||
| Operating activities | $ | 685,933 | $ | 385,583 | ||||||||||
| Issuance of new senior notes, net of costs | — | 2,187,098 | ||||||||||||
| Borrowings on bank credit facility, net of repayments | 115,000 | — | ||||||||||||
| Proceeds from asset sales | 93 | 211 | ||||||||||||
| Total | $ | 801,026 | $ | 2,572,892 | ||||||||||
| Uses of cash and cash equivalents: | ||||||||||||||
| Capital expenditures | $ | 515,454 | $ | 338,779 | ||||||||||
| Retirement of senior notes | 273,920 | 2,210,626 | ||||||||||||
| Repayments of bank credit facility, net of borrowings | — | 25,000 | ||||||||||||
| Preferred stock dividends | 8,678 | 8,678 | ||||||||||||
| Other | 1,365 | 354 | ||||||||||||
| Total | $ | 799,417 | $ | 2,583,437 | ||||||||||
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Cash flows from operating activities. Net cash provided by our operating activities increased $300.4 million (78%) to $685.9 million in the first six months of 2022 from $385.6 million in the same period in 2021. The increase is primarily due to higher realized natural gas prices in 2022.
Issuance of new senior notes and 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.
In 2021, we issued $1.25 billion principal amount of 6.75% senior notes due in 2029 and $965.0 million principal amount of 5.875% senior notes due in 2030. The proceeds from the note offerings were used to redeem $2,025.0 million principal amount of outstanding senior notes for $2,198.1 million, including premiums paid over face value and costs related to a tender offer.
Capital expenditures. The increase in capital expenditures of $176.7 million is primarily due to our higher drilling and completion activity in 2022 and the acquisition of undeveloped Haynesville shale acreage and a high pressure natural gas pipeline and treating plant from an unaffiliated third party.
The following table summarizes our capital expenditure activity:
| Six Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| (In thousands) | |||||||||||
| Acquisitions: | |||||||||||
| Proved property | $ | 205 | $ | — | |||||||
| Unproved property | 25,182 | 13,401 | |||||||||
| Exploration and development: | |||||||||||
Development leasehold costs | 5,287 | 6,061 | |||||||||
| Drilling and completion costs | 444,816 | 312,887 | |||||||||
Other development costs | 36,937 | 8,076 | |||||||||
| Change to asset retirement obligations | 816 | 855 | |||||||||
| Total exploration and development | 513,243 | 341,280 | |||||||||
| Other property and equipment | 18,079 | 46 | |||||||||
Total capital expenditures | $ | 531,322 | $ | 341,326 | |||||||
| Change in accrued capital expenditures and other | (13,842) | (1,692) | |||||||||
| Change in asset retirement obligations | (2,026) | (855) | |||||||||
| Total cash capital expenditures | $ | 515,454 | $ | 338,779 | |||||||
We drilled 61 (30.5 net) wells and completed 61 (30.3 net) Haynesville and Bossier shale wells during the first six months of 2022. We currently expect to spend an additional $440 million to $490 million in the remaining six months of 2022 to drill 42 (28.9 net) additional wells, to complete 33 (27.0 net) wells and for other development activity.
Liquidity and Capital Resources
As of June 30, 2022, we had $1.1 billion of liquidity, comprised of unused borrowing capacity under our bank credit facility and $32.3 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. The timing of most of our future capital expenditures is discretionary because we have no 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 2022 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 financing will depend
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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, oil and natural gas 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, 2022, we had $350.0 million outstanding under our bank credit facility with a $1.4 billion committed borrowing base, which is re-determined on a semi-annual basis and upon the occurrence of certain other events, and matures on July 16, 2024. The borrowing base was redetermined on April 15, 2022. 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 LIBOR plus 2.25% to 3.25% or a base rate plus 1.25% to 2.25%, 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 4.0 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, 2022.
Income Taxes
At June 30, 2022, we had $897.4 million in U.S. federal 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 $117.0 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 $790.9 million of the U.S. federal NOL carryforwards and $1.2 billion of the estimated state NOL carryforwards will expire unused.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Oil and Natural Gas 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 oil and natural gas prices include the level of global demand for oil, the foreign supply of oil and natural gas, 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 oil and natural gas 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 oil and natural gas 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, 2022, we had natural gas price swap agreements which hedge approximately 58.9 Bcf of our 2022 natural gas production at an average price of $2.68 per MMBtu. We also had natural gas collars to hedge approximately 196.1 Bcf of our 2022 and 2023 natural gas production with an average floor price of $2.86 per MMBtu and an average ceiling price of $7.81 per MMBtu. None of our derivative contracts have margin requirements or collateral provisions that could require funding prior to the scheduled cash settlement date.
An increase of 10% in the market price of natural gas on June 30, 2022 would decrease the fair value of our natural gas swaps and collars by approximately $67.3 million. A decrease of 10% in the market price of natural gas on June 30, 2022 would increase the fair value of our natural gas swaps and collars by approximately $66.1 million. The impact of hypothetical
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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, 2022, 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%. The fair market value of the 5.875% senior notes due in 2030 and the 6.75% senior notes due in 2029 as of June 30, 2022 was $834.7 million and $1.1 billion, respectively, based on the market price of approximately 86.5% and 89% of the face amount of such debt. At June 30, 2022, we had $350.0 million outstanding under our bank credit facility, which is subject to variable rates of interest that are tied to LIBOR 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, 2022, 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, 2022 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, 2022 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II — OTHER INFORMATION
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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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 4, 2022 | /s/ M. JAY ALLISON | ||||
M. Jay Allison, Chairman and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
| Date: August 4, 2022 | /s/ ROLAND O. BURNS | ||||
Roland O. Burns, President, Chief Financial Officer and Secretary | |||||
| (Principal Financial and Accounting Officer) | |||||
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Exhibit 31.1
Section 302 Certification
I, M. Jay Allison, certify that:
1.I have reviewed this June 30, 2022 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 4, 2022 | |||||
| /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, 2022 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 4, 2022 | |||||
| /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, 2022 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 4, 2022 | |||||
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, 2022 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 4, 2022 | |||||