UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No.
(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.: (
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):
Accelerated filer ☐ |
Non-accelerated ☐ |
Smaller reporting company |
|
|
|
|
|
Emerging growth 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
The number of shares outstanding of the registrant's common stock, par value $0.50, as of October 30, 2024 was
COMSTOCK RESOURCES, INC.
QUARTERLY REPORT
For the Quarter Ended September 30, 2024
INDEX
2
PART 1 — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
3
COMSTOCK RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
|
|
As of |
|
|||||
|
|
September 30, |
|
|
December 31, |
|
||
|
|
(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 |
|
|
|
|
|
|
||
Derivative financial instruments |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued costs |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Long-term debt |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Derivative financial instruments |
|
|
|
|
|
|
||
Long-term operating leases |
|
|
|
|
|
|
||
Reserve for future abandonment costs |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Stockholders' equity: |
|
|
|
|
|
|
||
Common stock—$ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated earnings |
|
|
|
|
|
|
||
Total stockholders' equity attributable to Comstock |
|
|
|
|
|
|
||
Noncontrolling interest |
|
|
|
|
|
|
||
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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(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 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on sale of assets |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain from derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total other income (expenses) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Income (loss) before income taxes |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
(Provision for) benefit from income taxes |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net income (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net income attributable to noncontrolling interest |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net income (loss) available to Comstock |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
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 |
|
|
Common |
|
|
Additional |
|
|
Accumulated |
|
|
Noncontrolling Interest |
|
|
Total |
|
||||||
|
|
(In thousands) |
|
|||||||||||||||||||||
Balance at January 1, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Stock-based compensation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Common stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at March 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Stock-based compensation |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Common stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at June 30, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
Stock-based compensation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Payment of preferred stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at September 30, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at January 1, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Contributions from noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance at March 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Stock issuance costs |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Contributions from noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Distributions to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock issuance costs |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Contributions from noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Distributions to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at September 30, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these statements.
6
COMSTOCK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Nine Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(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 |
|
|
|
|
|
|
||
Gain on derivative financial instruments |
|
|
( |
) |
|
|
( |
) |
Cash settlements of derivative financial instruments |
|
|
|
|
|
|
||
Amortization of debt discount and issuance costs |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Decrease in accounts receivable |
|
|
|
|
|
|
||
Increase in other current assets |
|
|
( |
) |
|
|
( |
) |
Decrease 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 |
|
|
( |
) |
|
|
( |
) |
Issuance of Senior Notes |
|
|
|
|
|
|
||
Issuance of common stock |
|
|
|
|
|
|
||
Common stock dividends paid |
|
|
|
|
|
( |
) |
|
Debt and stock issuance costs |
|
|
( |
) |
|
|
( |
) |
Income tax withholdings on equity awards |
|
|
( |
) |
|
|
( |
) |
Contributions from noncontrolling interest |
|
|
|
|
|
|
||
Distributions to noncontrolling interest |
|
|
( |
) |
|
|
|
|
Net cash provided by financing activities |
|
|
|
|
|
|
||
Net 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
September 30, 2024
(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 September 30, 2024, and the related results of operations and cash flows for the periods being presented. Net income (loss) and comprehensive income (loss) 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, 2023. The results of operations for the period through September 30, 2024 are not necessarily an indication of the results expected for the full year.
Pinnacle Gas Services ("PGS") is a joint venture entity formed by the Company and an affiliate of Quantum Capital Solutions. PGS provides gathering and treating services for natural gas production in the Company's Western Haynesville area. Comstock directs the activities that most significantly impact the performance of PGS and has the obligation to absorb losses or right to receive benefits that could potentially be significant to PGS. Accordingly, Comstock is considered the primary beneficiary and consolidates the assets, liabilities and results of operations of PGS in the accompanying consolidated financial statements. PGS assets that cannot be used by Comstock for general corporate purposes include $
Other Current Assets
Other current assets at September 30, 2024 and December 31, 2023 consisted of the following:
|
|
As of |
|
|||||
|
|
September 30, |
|
|
December 31, |
|
||
|
|
(In thousands) |
|
|||||
Prepaid drilling costs |
|
$ |
|
|
$ |
|
||
Income tax receivable |
|
|
|
|
|
|
||
Production tax refunds receivable |
|
|
|
|
|
|
||
Other receivables |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
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.
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.
8
COMSTOCK RESOURCES, INC.
The changes in capitalized exploratory well costs are as follows:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(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 September 30, 2024 and December 31, 2023, 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.
The Company determines the fair value 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 $
Leases
The Company has right-of-use lease assets of $
Comstock contracts for a variety of equipment used in its natural gas and oil 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 natural gas and oil, and the overall operating and economic environment. Accordingly,
9
COMSTOCK RESOURCES, INC.
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. The Company's hydraulic fracturing fleet contracts are on terms of less than one year and include rights of substitution. The Company has
Lease costs recognized during the three months and nine months ended September 30, 2024 and 2023 were as follows:
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(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 (drilling rig and 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 lease assets included in net cash provided by operating activities were $
As of September 30, 2024 and December 31, 2023, the operating leases had a weighted-average term of
As of September 30, 2024, expected future payments related to contracts that contain operating leases were as follows:
|
|
(In thousands) |
|
|
October 1 to December 31, 2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Total lease payments |
|
|
|
|
Imputed interest |
|
|
( |
) |
Total lease liability |
|
$ |
|
10
COMSTOCK RESOURCES, INC.
Accrued Costs
Accrued costs at September 30, 2024 and December 31, 2023 consisted of the following:
|
|
As of |
|
|||||
|
|
September 30, |
|
|
December 31, |
|
||
|
|
(In thousands) |
|
|||||
Accrued transportation costs |
|
$ |
|
|
$ |
|
||
Accrued interest payable |
|
|
|
|
|
|
||
Accrued income and other taxes |
|
|
|
|
|
|
||
Accrued drilling costs |
|
|
|
|
|
|
||
Accrued employee compensation |
|
|
|
|
|
|
||
Accrued lease operating expenses |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
Reserve for Future Abandonment Costs
|
|
Nine Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(In thousands) |
|
|||||
Reserve for future abandonment costs at beginning of period |
|
$ |
|
|
$ |
|
||
New wells placed on production |
|
|
|
|
|
|
||
Liabilities settled |
|
|
( |
) |
|
|
( |
) |
Wells sold |
|
|
( |
) |
|
|
— |
|
Accretion expense |
|
|
|
|
|
|
||
Reserve for future abandonment costs at end of period |
|
$ |
|
|
$ |
|
Derivative Financial Instruments and Hedging Activities
All of the Company's derivative financial instruments are used for risk management purposes and, by policy, none are held for trading or speculative purposes. Comstock minimizes credit risk to counterparties of its derivative financial instruments through formal credit policies, monitoring procedures, and diversification. The Company is not required to provide any credit support to its counterparties other than cross collateralization with the assets securing its bank credit facility. None of the Company's derivative financial instruments involve payment or receipt of premiums. The Company classifies the fair value amounts of derivative financial instruments as net current or noncurrent assets or liabilities, whichever the case may be, by commodity contract.
The Company had the following natural gas price derivative financial instruments at September 30, 2024:
|
|
Future Production Period |
||||||
|
|
Three Months Ending |
|
Year Ending |
|
Year Ending |
|
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 |
|
|
|
$ |
|
$ |
|
$ |
11
COMSTOCK RESOURCES, INC.
Subsequent to September 30, 2024, the Company entered into natural gas swap contracts to hedge an additional
The classification of derivative financial instruments of assets or liabilities, consists of the following:
|
|
|
|
As of |
|
|||||
Type |
|
Consolidated Balance Sheet Location |
|
September 30, |
|
|
December 31, |
|
||
|
|
|
|
(In thousands) |
|
|||||
Asset Derivative Financial Instruments: |
|
|
|
|
|
|
||||
Natural gas price derivatives |
|
Derivative Financial Instruments – current |
|
$ |
|
|
$ |
|
||
Natural gas price derivatives |
|
Derivative Financial Instruments – long-term |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
||
Liability Derivative Financial Instruments: |
|
|
|
|
|
|
||||
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:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
Gain (loss) on Derivatives Recognized in Earnings |
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(In thousands) |
|
|||||||||||||
Natural gas price derivatives |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Stock-Based Compensation
Comstock accounts for employee stock-based compensation under the fair value method. Compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period and included in general and administrative expenses for awards of restricted stock and performance stock units ("PSUs") to the Company's employees and directors. The Company recognized $
In February 2024, the Company granted an aggregate of
In February 2024, the Company granted an aggregate of
Revenue Recognition
Comstock produces natural gas and oil and reports revenues separately for each of these
Gas services revenues represent sales of natural gas purchased for resale from unaffiliated third parties and fees received for gathering and treating services provided by PGS to third parties. 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
12
COMSTOCK RESOURCES, INC.
from 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
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 and 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 revenues 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 September 30, 2024 or December 31, 2023.
The Company recognized accounts receivable of $
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,
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
COMSTOCK RESOURCES, INC.
The following is an analysis of the consolidated income tax provision (benefit):
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(In thousands) |
|
|||||||||||||
Current - Federal |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Current - State |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred - Federal |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Deferred - State |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
The difference between the federal statutory rate of 21% and the effective tax rate is due to the following:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Tax at statutory rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Tax effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Valuation allowance on deferred tax assets |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
State income taxes, net of federal benefit |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Nondeductible stock-based compensation |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Effective tax rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
For the three and nine months ended September 30, 2024, the effective tax rates for state income taxes, net of federal benefit, and other income taxes increased due to an increase in tax benefits within state jurisdictions with higher statutory tax rates and new claims for marginal well tax credits.
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.
14
COMSTOCK RESOURCES, INC.
Fair Values – Reported
The following presents the carrying amounts and the fair values of the Company's financial instruments as of September 30, 2024 and December 31, 2023:
|
|
As of |
|
|||||||||||||
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
|
|
(In thousands) |
|
|||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity-based derivatives (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commodity-based derivatives (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Bank credit facility (2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Earnings Per Share
Unvested restricted stock containing non-forfeitable rights to dividends are included in common stock outstanding and are considered to be participating securities and included in the computation of basic and diluted earnings per share pursuant to the two-class method. At September 30, 2024 and December 31, 2023,
Weighted average shares of unvested restricted stock outstanding were as follows:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(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
Weighted average unearned PSUs outstanding were as follows:
|
|
Three Months Ended |
|
Nine Months Ended |
||||
|
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|
|
(In thousands, except per unit amounts) |
||||||
Weighted average PSUs |
|
|
|
|
||||
Weighted average grant date fair value per unit |
|
$ |
|
$ |
|
$ |
|
$ |
15
COMSTOCK RESOURCES, INC.
Basic and diluted income (loss) per share for the three months and nine months ended September 30, 2024 and 2023 were determined as follows:
|
|
Three Months Ended September 30, |
|
|||||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
||||||||||||||||||
|
|
Loss |
|
|
Shares |
|
|
Per Share |
|
|
Income |
|
|
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 |
|
|
( |
) |
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
|
$ |
|
||||
Diluted income (loss) attributable to common stock |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
|
|
Nine Months Ended September 30, |
|
|||||||||||||||||||||
|
|
2024 |
|
|
2023 |
|
||||||||||||||||||
|
|
Loss |
|
|
Shares |
|
|
Per Share |
|
|
Income |
|
|
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 |
|
|
( |
) |
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
|
$ |
|
||||
Diluted income (loss) attributable to common stock |
|
$ |
( |
) |
|
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
$ |
|
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 nine months ended September 30, 2024 and 2023, respectively, were as follows:
|
|
Nine Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(In thousands) |
|
|||||
Cash payments for: |
|
|
|
|
|
|
||
Interest payments |
|
$ |
|
|
$ |
|
||
Income tax payments |
|
$ |
|
|
$ |
|
||
Non-cash investing activities include: |
|
|
|
|
|
|
||
Decrease in accrued capital expenditures |
|
$ |
( |
) |
|
$ |
( |
) |
Liabilities assumed in exchange for right-of-use lease assets |
|
$ |
|
|
$ |
|
Recent Accounting Pronouncements
In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07 "Segment Reporting–Improvements to Reportable Segment Disclosures". ASU 2023-07 requires additional disclosures about a public entity's reportable segments, including requiring all annual disclosures of reportable segment's profit or loss and assets during interim periods, identifying the title and position of an entity's chief operating decision maker ("CODM"), disclosing significant expenses regularly provided to the CODM that are included in each reported measure of segment profit or loss, and disclosing additional measures of profit or loss used by the CODM in deciding how to allocate resources. The update is effective for public entities for fiscal years beginning after December 15, 2023, and interim and fiscal years beginning after December 15, 2024. ASU 2023-07 will not have an impact on the Company's reported results of operations, financial position or liquidity but will have an impact on the Company's financial statement disclosures.
In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures". ASU 2023-09 requires additional disclosures around effective tax rates and cash income taxes paid and is effective for public entities for annual periods beginning after December 15, 2024. ASU 2023-07 will not have an impact on the Company's reported results of operations, financial position or liquidity but will have an impact on the Company's financial statement disclosures.
16
COMSTOCK RESOURCES, INC.
(2) ACQUISITION
In March 2024, the Company acquired approximately
(3) LONG-TERM DEBT
At September 30, 2024, long-term debt was comprised of the following:
|
|
(In thousands) |
|
|
|
|
|
||
Principal |
|
$ |
|
|
Discount, net of amortization |
|
|
( |
) |
|
|
|
||
Principal |
|
|
|
|
Bank Credit Facility: |
|
|
|
|
Principal |
|
|
|
|
Debt issuance costs, net of amortization |
|
|
( |
) |
|
|
$ |
|
As of September 30, 2024, the Company had $
In April 2024, the Company issued $
(4) COMMON STOCK
In March 2024, the Company issued
(5) COMMITMENTS AND CONTINGENCIES
In August 2024, the Company entered into two agreements for
17
COMSTOCK RESOURCES, INC.
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 the loss can be reasonably estimated. The Company does not believe the resolution of these matters will have a material effect on the Company's financial position, results of operations or cash flows and no material amounts are accrued relative to these matters at September 30, 2024 or 2023.
(6) RELATED PARTY TRANSACTIONS
Comstock operates natural gas and oil properties held by partnerships owned by its majority stockholder. The Company charges the partnerships for the costs incurred to drill, complete and produce wells, as well as drilling and operating overhead fees. Comstock also provides natural gas marketing services to the partnerships, including evaluating potential markets and providing hedging services, in return for a fee equal to $
In connection with the operation of the wells, the Company had a $
18
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, uncertainties and assumptions that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 including those described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report"). 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.
Results of Operations
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
|
|
(In thousands, except per unit amounts) |
|
|||||||||||||
Net Production Data: |
|
|
|
|||||||||||||
Natural gas (MMcf) |
|
|
133,116 |
|
|
|
130,528 |
|
|
|
403,420 |
|
|
|
383,902 |
|
Oil (MBbls) |
|
|
13 |
|
|
|
17 |
|
|
|
40 |
|
|
|
57 |
|
Natural gas equivalent (MMcfe) |
|
|
133,198 |
|
|
|
130,629 |
|
|
|
403,662 |
|
|
|
384,241 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas sales |
|
$ |
252,650 |
|
|
$ |
304,141 |
|
|
$ |
756,260 |
|
|
$ |
911,065 |
|
Oil sales |
|
|
975 |
|
|
|
1,309 |
|
|
|
2,925 |
|
|
|
4,111 |
|
Total natural gas and oil sales |
|
$ |
253,625 |
|
|
$ |
305,450 |
|
|
$ |
759,185 |
|
|
$ |
915,176 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Production and ad valorem taxes |
|
$ |
12,578 |
|
|
$ |
25,386 |
|
|
$ |
49,730 |
|
|
$ |
59,891 |
|
Gathering and transportation |
|
$ |
53,996 |
|
|
$ |
47,012 |
|
|
$ |
150,456 |
|
|
$ |
137,981 |
|
Lease operating |
|
$ |
29,248 |
|
|
$ |
31,664 |
|
|
$ |
99,125 |
|
|
$ |
100,525 |
|
Exploration |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,775 |
|
Average Sales Price: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas (per Mcf) |
|
$ |
1.90 |
|
|
$ |
2.33 |
|
|
$ |
1.87 |
|
|
$ |
2.37 |
|
Oil (per Bbl) |
|
$ |
75.00 |
|
|
$ |
77.00 |
|
|
$ |
73.13 |
|
|
$ |
72.12 |
|
Average equivalent (Mcfe) |
|
$ |
1.90 |
|
|
$ |
2.34 |
|
|
$ |
1.88 |
|
|
$ |
2.38 |
|
Expenses ($ per Mcfe): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Production and ad valorem taxes |
|
$ |
0.09 |
|
|
$ |
0.20 |
|
|
$ |
0.12 |
|
|
$ |
0.16 |
|
Gathering and transportation |
|
$ |
0.41 |
|
|
$ |
0.36 |
|
|
$ |
0.37 |
|
|
$ |
0.36 |
|
Lease operating |
|
$ |
0.22 |
|
|
$ |
0.24 |
|
|
$ |
0.25 |
|
|
$ |
0.26 |
|
Gas Services: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gas services revenue |
|
$ |
50,847 |
|
|
$ |
71,287 |
|
|
$ |
127,889 |
|
|
$ |
239,350 |
|
Gas services expense |
|
$ |
52,622 |
|
|
$ |
67,632 |
|
|
$ |
132,796 |
|
|
$ |
224,317 |
|
Revenues –
Natural gas and oil sales of $253.6 million for the three months ended September 30, 2024 decreased by $51.8 million (17%) as compared to $305.5 million for the third quarter of 2023. The decrease was primarily due to lower natural gas prices realized in the third quarter of 2024 as compared to 2023. Our natural gas production for the third quarter of 2024 increased 2% to 133.1 billion cubic feet ("Bcf") (1.4 Bcf per day) and was sold at an average price of $1.90 per thousand cubic feet ("Mcf"), which declined 18% from the average realized natural gas price in the third quarter of 2023. Natural gas production for the third quarter of 2023 was 130.5 Bcf (1.4 Bcf per day) and was sold at an average price of $2.33 per Mcf.
Natural gas and oil sales of $759.2 million for the nine months ended September 30, 2024 decreased by $156.0 million (17%) as compared to $915.2 million for the nine months ended September 30, 2023, which was primarily due to 21% lower natural gas prices during the first nine months of 2024 as compared with 2023 prices. Our natural gas production for the first nine months of 2024 increased 5% to 403.4 Bcf (1.5 Bcf per day), and was sold at an average price of $1.87 per Mcf as compared to 383.9 Bcf (1.4 Bcf per day) sold at an average price of $2.37 per Mcf in the first nine months of 2023.
19
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 September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Average Realized Natural Gas Price: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Natural gas, per Mcf |
|
$ |
1.90 |
|
|
$ |
2.33 |
|
|
$ |
1.87 |
|
|
$ |
2.37 |
|
Cash settlements on derivative financial instruments, per Mcf |
|
|
0.38 |
|
|
|
0.08 |
|
|
|
0.40 |
|
|
|
0.20 |
|
Price per Mcf, including cash settlements on derivative financial instruments |
|
$ |
2.28 |
|
|
$ |
2.41 |
|
|
$ |
2.27 |
|
|
$ |
2.57 |
|
Gas service revenues of $50.8 million decreased $20.4 million (29%) for the third quarter of 2024 from $71.3 million in the third quarter of 2023. Gas service revenues of $127.9 million decreased $111.5 million (47%) for the first nine months of 2024 from $239.4 million for the first nine months of 2023. The decreases were primarily due to lower natural gas prices related to sales of natural gas purchased to utilize our excess transport capacity.
Costs and Expenses –
Our production and ad valorem taxes decreased $12.8 million (50%) to $12.6 million for the third quarter of 2024 from $25.4 million in the third quarter of 2023. Production and ad valorem taxes decreased $10.2 million (17%) to $49.7 million for the first nine months of 2024 from $59.9 million in the first nine months of 2023. The decreases were primarily due to a lower statutory production tax rate in Louisiana and lower production taxes in Texas from lower natural gas and oil sales.
Gathering and transportation costs for the third quarter of 2024 increased $7.0 million (15%) to $54.0 million as compared to $47.0 million in the third quarter of 2023. Gathering and transportation costs for the first nine months of 2024 increased $12.5 million (9%) to $150.5 million as compared to $138.0 million for the first nine months of 2023. The increases were due to production growth in areas with higher average gathering and transportation rates.
Our lease operating expense of $29.2 million ($0.22 per Mcfe) for the third quarter of 2024 decreased $2.4 million (8%) from lease operating expense of $31.7 million ($0.24 per Mcfe) for the third quarter of 2023. Lease operating expense of $99.1 million ($0.25 per Mcfe) for the first nine months of 2024 decreased $1.4 million (1%) from lease operating expense of $100.5 million ($0.26 per Mcfe) for the first nine months of 2023. The decreases for both periods were primarily due to lower water disposal and other production costs in 2024 as compared to the same periods in 2023.
Gas service expenses of $52.6 million decreased $15.0 million (22%) for the third quarter of 2024 from $67.6 million in the third quarter of 2023. Gas service expenses of $132.8 million decreased $91.5 million (41%) for the first nine months of 2024 from $224.3 million for the first nine months of 2023. The decreases in both periods were primarily due to lower natural gas prices related to purchases of third party natural gas for resale.
Depreciation, depletion and amortization ("DD&A") increased $60.2 million to $208.4 million in the third quarter of 2024 from $148.2 million in the third quarter of 2023. Our DD&A per equivalent Mcf produced was $1.56 per Mcfe for the quarter ended September 30, 2024 as compared to $1.13 for the quarter ended September 30, 2023. DD&A increased $170.9 million to $593.3 million for the first nine months of 2024 from $422.4 million during the first nine months of 2023. Our DD&A per equivalent Mcf produced was $1.47 per Mcfe for the nine months ended September 30, 2024 as compared to $1.10 for the nine months ended September 30, 2023. The increase in the DD&A rate for both periods was primarily due to lower estimated proved undeveloped reserves which were determined using lower natural gas prices.
General and administrative expenses, which are reported net of overhead reimbursements, increased to $9.9 million for the third quarter of 2024 as compared to $9.6 million in the third quarter of 2023, which was primarily due to higher employee compensation. General and administrative expenses decreased to $29.3 million for the first nine months of 2024 as compared to $32.0 million during the first nine months of 2023, which was primarily due to lower employee compensation.
We use derivative financial instruments as part of our price risk management program to protect our capital investments. During the quarter ended September 30, 2024, we had net gains related to our derivative financial instruments of $75.2 million, as compared to net gains on derivative financial instruments of $14.3 million during the quarter ended September 30, 2023. Realized net gains from our price risk management program were $51.4 million for the quarter ended September 30, 2024 as compared to realized net gains of $10.3 million for the quarter ended September 30, 2023. Net gains on derivative financial instruments were $89.2 million for the first nine months of 2024 as compared to net gains of $76.2 million for the first nine months of 2023. Realized net gains from our price risk
20
COMSTOCK RESOURCES, INC.
management program were $160.0 million for the first nine months of 2024 as compared to realized net gains of $76.2 million for the first nine months of 2023.
Interest expense was $54.5 million and $43.6 million for the quarters ended September 30, 2024 and 2023, respectively, and $156.0 million and $121.1 million for the nine months ended September 30, 2024 and 2023, respectively. The increase in interest expense for both periods was due primarily to the issuance of an additional $400.0 million principal amount of senior notes and higher interest rates.
Income taxes for the quarters ended September 30, 2024 and 2023 were a benefit of $14.7 million and a provision of $3.6 million, respectively. Income taxes for the nine months ended September 30, 2024 and 2023 were a benefit of $69.1 million and a provision of $28.9 million, respectively. Income tax expense for the quarters ended September 30, 2024 and 2023 reflect an effective tax rate of 36.4% and 19.7%, respectively. Income tax expense for the nine months ended September 30, 2024 and 2023 reflect an effective tax rate of 29.7% and 21.8%, 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.
As a result of continued lower natural gas prices, we reported a net loss of $25.7 million, or $0.09 per share for the quarter ended September 30, 2024. Loss from operations for the third quarter of 2024 was $61.3 million. We reported net income of $14.7 million or $0.05 per share for the quarter ended September 30, 2023. In the first nine months of 2024, we reported a net loss of $163.4 million or $0.57 per share. Loss from operations for the first nine months of 2024 was $166.7 million. We reported net income of $103.5 million or $0.37 per diluted share for the nine months ended September 30, 2023.
Cash Flows, Liquidity and Capital Resources
Cash Flows
The following table summarizes sources and uses of cash and cash equivalents:
|
|
Nine Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(In thousands) |
|
|||||
Sources of cash and cash equivalents: |
|
|
|
|
|
|
||
Operating activities |
|
$ |
353,284 |
|
|
$ |
788,639 |
|
Issuance of 6.75% Senior Notes |
|
|
372,000 |
|
|
|
— |
|
Issuance of common stock |
|
|
100,450 |
|
|
|
— |
|
Borrowings on bank credit facility, net of repayments |
|
|
— |
|
|
|
345,000 |
|
Proceeds from asset sales |
|
|
1,214 |
|
|
|
41,295 |
|
Contributions from noncontrolling interest |
|
|
36,000 |
|
|
|
— |
|
Total |
|
$ |
862,948 |
|
|
$ |
1,174,934 |
|
Uses of cash and cash equivalents: |
|
|
|
|
|
|
||
Capital expenditures |
|
$ |
788,537 |
|
|
$ |
1,103,527 |
|
Repayments on bank credit facility, net of borrowings |
|
|
65,000 |
|
|
|
— |
|
Common stock dividends |
|
|
— |
|
|
|
104,181 |
|
Debt and stock issuance costs |
|
|
6,807 |
|
|
|
144 |
|
Distributions to noncontrolling interest |
|
|
2,128 |
|
|
|
— |
|
Other |
|
|
3,373 |
|
|
|
1,899 |
|
Total |
|
$ |
865,845 |
|
|
$ |
1,209,751 |
|
Cash flows from operating activities. Net cash provided by our operating activities decreased $435.4 million (55%) to $353.3 million in the first nine months of 2024 from $788.6 million in the same period in 2023. The decrease was due primarily to lower natural gas prices.
Issuance of 6.75% Senior Notes. In April 2024, we issued $400.0 million principal amount of 6.75% senior notes due 2029 in a private placement and received net proceeds after deducting the initial purchasers' discounts of $365.2 million, which were used to pay down the outstanding borrowings on the Company's bank credit facility.
Proceeds from asset sales. In the first nine months of 2024, we sold our interest in certain non-operated properties for net proceeds of $1.2 million. In the first nine months of 2023, we sold our interest in certain non-operated properties for net proceeds of $41.3 million.
21
COMSTOCK RESOURCES, INC.
Capital expenditures. The decrease in capital expenditures of $315.0 million was primarily due to lower drilling and completion activity in the first nine months of 2024. The $87.9 million of unproved property acquisitions in 2024 included the acquisition of 189,000 net acres in our Western Haynesville area from an unaffiliated third party for $50.0 million.
Our capital expenditures are summarized in the following table:
|
|
Nine Months Ended |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
|
|
(In thousands) |
|
|||||
Acquisitions: |
|
|
|
|
|
|
||
Unproved property |
|
$ |
87,938 |
|
|
$ |
76,646 |
|
Exploration and development: |
|
|
|
|
|
|
||
Development leasehold costs |
|
|
12,153 |
|
|
|
19,087 |
|
Exploratory drilling and completion costs |
|
|
215,992 |
|
|
|
179,049 |
|
Development drilling and completion costs |
|
|
411,315 |
|
|
|
740,808 |
|
Other development costs |
|
|
22,175 |
|
|
|
18,868 |
|
Asset retirement obligations |
|
|
70 |
|
|
|
71 |
|
Total exploration and development |
|
|
749,643 |
|
|
|
1,034,529 |
|
Other property and equipment |
|
|
48,445 |
|
|
|
22,076 |
|
Total capital expenditures |
|
$ |
798,088 |
|
|
$ |
1,056,605 |
|
Change in accrued capital expenditures and other |
|
|
19,507 |
|
|
|
32,441 |
|
Prepaid drilling costs |
|
|
(28,989 |
) |
|
|
14,594 |
|
Change in asset retirement obligations |
|
|
(69 |
) |
|
|
(113 |
) |
Total cash capital expenditures |
|
$ |
788,537 |
|
|
$ |
1,103,527 |
|
We drilled 35 (29.7 net) wells and completed 41 (35.9 net) Haynesville and Bossier shale operated wells during the first nine months of 2024. We currently expect to spend an additional $225 million to $275 million in the remaining three months of 2024 on drilling, completion, infrastructure and other activity.
Issuance of common stock. In the first nine months of 2024, we issued 12,500,000 shares of common stock to two entities controlled by our majority stockholder in a private placement, receiving proceeds of $100.5 million.
Common stock dividends. During the first nine months of 2023, we paid quarterly cash dividends of $0.125 per common share to stockholders of record as of March 1, 2023, June 1, 2023 and September 1, 2023, respectively.
Liquidity and Capital Resources
As of September 30, 2024, we had $1.1 billion of liquidity, comprised of $1,085.0 million of unused borrowing capacity under our bank credit facility and $13.8 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 our 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. We believe that our cash provided by operations and borrowings available under our bank credit facility will be sufficient to satisfy our foreseeable liquidity needs and capital expenditure requirements for at least the next twelve months. 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 2024 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 financing to the extent available, to finance such acquisitions. The availability and attractiveness of these sources of 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.
22
COMSTOCK RESOURCES, INC.
At September 30, 2024, we had $415.0 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 our bank credit facility are subject to a borrowing base, which was redetermined on October 30, 2024 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 our bank credit facility are secured by substantially all of our assets and those of our subsidiaries and bear interest at our option. Additionally, beginning in the fourth quarter of 2024 through the second quarter of 2025, the bank credit facility will bear interest at our option at either adjusted SOFR plus 2.25% to 3.25% or an alternate base rate plus 1.25% to 2.25%, in each case depending on the utilization of the borrowing base. Beginning in the third quarter of 2025 through maturity, borrowings under our bank credit facility will bear interest at our option, at either SOFR plus 2.0% to 3.0% or an alternate base rate plus 1.0% to 2.0%, also 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. Our 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, which reduces to 3.75 to 1.0 at June 30, 2025 and to 3.5 to 1.0 at September 30, 2025, and an adjusted current ratio of at least 1.0 to 1.0. We were in compliance with the covenants as of September 30, 2024.
Federal and State Taxation
At September 30, 2024, we had $754.1 million in U.S. federal net operating loss ("NOL") carryforwards and $1.7 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 limited. 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 $740.6 million of the U.S. federal NOL carryforwards and $1.2 billion of the estimated state NOL carryforwards will expire unused.
Our federal income tax returns for the years subsequent to December 31, 2019 remain subject to examination. Our income tax returns in major state income tax jurisdictions remain subject to examination for various periods subsequent to December 31, 2020. Currently, we are under examination with the state of Louisiana and believe that our significant filing positions are highly certain and that all of our other significant income tax filing positions and deductions would be sustained under audit or the final resolution would not have a material effect on the consolidated financial statements. Therefore, we have not established any significant reserves for uncertain tax positions.
23
COMSTOCK RESOURCES, INC.
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 September 30, 2024, we had natural gas price swaps to hedge approximately 64.4 Bcf of our 2024 natural gas production at an average price of $3.54 per MMBtu and approximately 136.9 Bcf and 109.5 Bcf of our 2025 and 2026 production, respectively, at an average price of $3.51 per MMBtu. We also had natural gas collars to hedge approximately 54.8 Bcf of our 2025 production at an average ceiling price of $3.80 and an average floor price of $3.50 and natural gas collars to hedge approximately 91.3 Bcf of our 2026 production at an average ceiling price of $3.98 and an average floor price of $3.50. 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 September 30, 2024 would decrease the fair value of our natural gas price swaps and collars by approximately $115.3 million. A decrease of 10% in the market price of natural gas on September 30, 2024 would increase the fair value of our natural gas price swaps and collars by approximately $115.2 million. The impact of hypothetical changes in market prices of natural gas on our natural gas derivative financial instruments 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 September 30, 2024, we had approximately $3.0 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 $1.62 billion of our long-term debt bear interest at a fixed rate of 6.75%. As of September 30, 2024, the fair market value of the 5.875% senior notes due in 2030 and the 6.75% senior notes due in 2029 was $897.5 million and $1.58 billion, respectively, based on the market price of approximately 93% and 97%, respectively, of the face amount of such debt. At September 30, 2024, we had $415.0 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 September 30, 2024, 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 September 30, 2024 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 September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
24
COMSTOCK RESOURCES, INC.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are involved in certain litigation that arises in the normal course of its operations. We record a loss contingency for these matters when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not believe the resolution of these matters will have a material effect on our financial position, results of operations or cash flows and no material amounts are accrued relative to these matters at September 30, 2024 or 2023.
ITEM 1A. RISK FACTORS
We are subject to various risks and uncertainties in the course of our business. For a discussion of such risks and uncertainties, please see "Item 1A. Risk Factors" in the Annual Report. There have been no material changes to the Risk Factors we have disclosed in the Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2024, none of our directors or officers
25
COMSTOCK RESOURCES, INC.
ITEM 6. EXHIBITS
Exhibit No. |
|
Description |
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
101.INS* |
|
Inline XBRL Instance Document |
101.SCH* |
|
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents |
104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
_____________________________
* Filed herewith.
Furnished herewith.
26
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: October 31, 2024 |
/s/ M. JAY ALLISON |
|
M. Jay Allison, Chairman and Chief Executive Officer |
|
(Principal Executive Officer, Duly Authorized Officer) |
|
|
Date: October 31, 2024 |
/s/ ROLAND O. BURNS |
|
Roland O. Burns, President, Chief Financial Officer and Secretary |
|
(Principal Financial and Accounting Officer) |
27
Exhibit 10.1
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of October 30, 2024, is among COMSTOCK RESOURCES, INC. (the “Borrower”), the Lenders (as defined below) party hereto, and WELLS FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
PRELIMINARY STATEMENT
NOW THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein and other good and valuable consideration, the parties agree as follows:
“Qualifying Compliance Certificate” means a Compliance Certificate in respect of the fiscal quarter of the Borrower ending June 30, 2025 or any fiscal quarter of the Borrower ending thereafter, in any case, delivered in accordance with Section 8.01(c) and which demonstrates the Borrower’s ratio of Total Net Debt as of the last day of such fiscal quarter to EBITDAX for the four fiscal quarters ending on the last day of such fiscal quarter is less than 2.00 to 1.00.
“Second Amendment” means that certain Second Amendment to Second Amended and Restated Credit Agreement, dated as of the Second Amendment Effective Date, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.
“Second Amendment Effective Date” means October 30, 2024.
“Specified Period” means the period commencing on the Second Amendment Effective Date and ending (a) for purposes of Section 1.10(b), on the date the Borrower delivers a Qualifying Compliance Certificate and (b) for purposes of Sections 1.10(a) and 9.08(c), on the date the Borrower delivers the Compliance Certificate in respect of the fiscal quarter of the Borrower ending June 30, 2025 in accordance with Section 8.01(c) and such Compliance Certificate demonstrates the Borrower’s compliance with Section 9.01(a) as of June 30, 2025.
“Applicable Margin” means, subject to Section 1.10(a), for any day, with respect to any ABR Loan or SOFR Loan, or with respect to the commitment fee rate set forth in the grid below for any commitment fees payable hereunder (the “Commitment Fee Rate”), as the case may be, the rate per annum set forth in the Elected Commitment Utilization Grid below based upon the Elected Commitment Utilization Percentage then in effect:
Elected Commitment Utilization Grid |
|||||
Elected Commitment Utilization Percentage |
<25% |
>25% but <50% |
>50% but <75% |
>75% but <90% |
>90% |
SOFR Loans |
2.000% |
2.250% |
2.500% |
2.750% |
3.000% |
ABR Loans |
1.000% |
1.250% |
1.500% |
1.750% |
2.000% |
Commitment Fee Rate |
0.375% |
0.375% |
0.500% |
0.500% |
0.500% |
“Loan Documents” means this Agreement, the Notes, the Fee Letter, the Letter of Credit Agreements, the Letters of Credit, the Security Instruments, the First Amendment, the Second Amendment, and any other document identified as a “Loan Document” delivered in connection with this Agreement from time to time, in each case, as the same may be amended, modified, supplemented or restated from time to time.
Section 1.10 Specified Period. Notwithstanding anything to the contrary herein, solely during the Specified Period:
-2-
(a) The “Applicable Margin” shall be determined by reference to the Elected Commitment Utilization Grid set forth below:
Elected Commitment Utilization Grid |
|||||
Elected Commitment Utilization Percentage |
<25% |
>25% but <50% |
>50% but <75% |
>75% but <90% |
>90% |
SOFR Loans |
2.250% |
2.500% |
2.750% |
3.000% |
3.250% |
ABR Loans |
1.250% |
1.500% |
1.750% |
2.000% |
2.250% |
Commitment Fee Rate |
0.375% |
0.375% |
0.500% |
0.500% |
0.500% |
(b) As of (i) the Second Amendment Effective Date and (ii) the last day of each fiscal quarter (a “Hedge Compliance Date”) ending during the Specified Period (commencing with the fiscal quarter ending December 31, 2024), one or more of the Loan Parties shall have entered into Hedge Transactions with one or more Approved Counterparties in the form of fixed‑price swap transactions, or purchased put options or collars with exercise prices of not less than eighty-five percent (85%) of the then-prevailing market price at the time such Hedge Transaction is entered into to hedge notional volumes of natural gas covering not less than, for each calendar month during the first 12 months following such Hedge Compliance Date, fifty percent (50%) of the reasonably anticipated production of natural gas from the total PDP Reserves of the Loan Parties as projected for each such month in the Reserve Report most recently delivered prior to such Hedge Compliance Date. For purposes of this Section 1.10(b), forecasts of projected production shall equal the projections for proved developed producing reserves of natural gas set out in the most recent Reserve Report delivered to the Administrative Agent. The Borrower shall deliver a certificate demonstrating in reasonable detail compliance with this Section 1.10(b) concurrently with the delivery of each Compliance Certificate delivered during the Specified Period in accordance with Section 8.01(c). The failure by the Loan Parties to be in compliance with this Section 1.10(b) as of any Hedge Compliance Date shall constitute a Default.
(a) Ratio of Total Net Debt to EBITDAX. The Borrower will not permit, as of the last day of any fiscal quarter (commencing with the fiscal quarter ending September 30, 2024) its ratio of Total Net Debt as of the last day of such fiscal quarter to EBITDAX for the four fiscal quarters ending on the last day of such fiscal quarter, to be greater than the ratio set forth opposite such date below:
Test Date |
Maximum Ratio |
September 30, 2024 |
4.00 to 1.00 |
December 31, 2024 |
4.00 to 1.00 |
-3-
Test Date |
Maximum Ratio |
March 31, 2025 |
4.00 to 1.00 |
June 30, 2025 |
3.75 to 1.00 |
September 30, 2025 and the last day of each fiscal quarter thereafter |
3.50 to 1.00 |
(c) other than during the Specified Period, the Borrower may declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment if (i) no Default or Event of Default exists or would result therefrom, (ii) the Total Net Debt to EBITDAX ratio immediately after giving effect to such dividend or distribution is no greater than 2.75:1.00, (iii) the Borrower would have unused borrowing capacity that can be accessed under this Agreement at such time in an amount not less than 20% of the amount of the Loan Limit in effect at such time immediately after giving effect to such Restricted Payment and (iv) the Borrower shall have delivered the certificate required pursuant to Section 8.01(v) not less than one (1) Business Day prior to the date such Restricted Payment is actually made; and
-4-
-5-
[Signature Pages Follow]
-6-
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its officer(s) thereunto duly authorized as of the date first above written.
BORROWER: |
|
COMSTOCK RESOURCES, INC., |
a Nevada corporation |
By: |
/s/ Roland O. Burns |
Name: |
Roland O. Burns |
Title: |
President and Chief Financial Officer |
ADMINISTRATIVE AGENT AND LENDERS: |
|
WELLS FARGO BANK, N.A., As Administrative |
Agent, an Issuing Bank and a Lender |
By: |
/s/ Jonathan Herrick |
Name: |
Jonathan Herrick |
Title: |
Managing Director |
BANK OF AMERICA, N.A., |
as a Lender |
By: |
/s/ Christopher Baethge |
Name: |
Christopher Baethge |
Title: |
Vice President |
CAPITAL ONE, NATIONAL ASSOCIATION, |
as a Lender |
By: |
/s/ David Lee Garza |
Name: |
David Lee Garza |
Title: |
Vice President |
FIFTH THIRD BANK, NATIONAL ASSOCIATION, |
as a Lender |
By: |
/s/ Thomas Kleiderer |
Name: |
Thomas Kleiderer |
Title: |
Managing Director |
Mizuho Bank, Ltd., |
as a Lender |
By: |
/s/ Edward Sacks |
Name: |
Edward Sacks |
Title: |
Managing Director |
REGIONS BANK, |
as a Lender |
By: |
/s/ Cody Chance |
Name: |
Cody Chance |
Title: |
Managing Director |
TRUIST BANK, |
as a Lender |
By: |
/s/ Farhan Iqbal |
Name: |
Farhan Iqbal |
Title: |
Director |
KEYBANK NATIONAL ASSOCIATION, |
as a Lender |
By: |
/s/ David M. Bornstein |
Name: |
David M. Bornstein |
Title: |
Senior Vice President |
PNC BANK, NATIONAL ASSOCIATION, |
as a Lender |
By: |
/s/ Robert Downey |
Name: |
Robert Downey |
Title: |
Vice President |
CITIZENS BANK, N.A., |
as a Lender |
By: |
/s/ Cameron Spence |
Name: |
Cameron Spence |
Title: |
Vice President |
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, |
as a Lender |
By: |
/s/ Jacob W. Lewis |
Name: |
Jacob W. Lewis |
Title: |
Authorized Signatory |
By: |
/s/ Donovan C. Broussard |
Name: |
Donovan C. Broussard |
Title: |
Authorized Signatory |
CITIBANK, N.A., |
as a Lender |
By: |
/s/ Jeff Ard |
Name: |
Jeff Ard |
Title: |
Vice President |
BARCLAYS BANK PLC, |
as a Lender |
By: |
/s/ Sydney G. Dennis |
Name: |
Sydney G. Dennis |
Title: |
Director |
FIRST-CITIZENS BANK & TRUST COMPANY, |
as a Lender |
By: |
/s/ Jodie North |
Name: |
Jodie North |
Title: |
Director |
|
|
|
COMERICA BANK, |
as a Lender |
By: |
/s/ Cassandra Lucas |
Name: |
Cassandra Lucas |
Title: |
Vice President |
GOLDMAN SACHS BANK USA, |
as a Lender |
By: |
/s/ Priyankush Goswami |
Name: |
Priyankush Goswami |
Title: |
Authorized Signatory |
MORGAN STANLEY SENIOR FUNDING, INC., |
as a Lender |
By: |
/s/ Aaron McLean |
Name: |
Aaron McLean |
Title: |
Vice President |
ACKNOWLEDGMENT BY GUARANTORS
Each of the undersigned Guarantors hereby (i) consents to the terms and conditions of that certain Second Amendment to Second Amended and Restated Credit Agreement dated effective as of October 30, 2024 (the “Amendment”), (ii) acknowledges and agrees that its consent is not required for the effectiveness of the Amendment, (iii) ratifies and acknowledges its respective Obligations under each Loan Document to which it is a party and affirms that the terms of the Guaranty Agreement guarantees, and will continue to guarantee, the Obligations, after giving effect to the Amendment, and (iv) represents and warrants that (a) no Default or Event of Default has occurred and is continuing, (b) it is in full compliance with all covenants and agreements pertaining to it in the Loan Documents, and (c) it has reviewed a copy of the Amendment.
COMSTOCK OIL & GAS, LLC |
By Comstock Resources, Inc., its sole member |
By: |
/s/ Roland O. Burns |
Name: |
Roland O. Burns |
Title: |
President |
COMSTOCK OIL & GAS - LOUISIANA HOLDINGS, LLC
By Comstock Oil & Gas, LLC, its sole member
By Comstock Resources, Inc., its sole member
By: |
/s/ Roland O. Burns |
Name: |
Roland O. Burns |
Title: |
President |
COMSTOCK OIL & GAS – LOUISIANA, LLC
By: |
/s/ Roland O. Burns |
Name: |
Roland O. Burns |
Title: |
Manager |
By: |
/s/ M. Jay Allison |
Name: |
M. Jay Allison |
Title: |
Manager |
COMSTOCK GAS SERVICES LLC
By: |
/s/ Roland O. Burns |
Name: |
Roland O. Burns |
Title: |
President |
PINNACLE GAS TREATING LLC
By Comstock Gas Services LLC, its sole member
By: |
/s/ Roland O. Burns |
Name: |
Roland O. Burns |
Title: |
President |
Exhibit 31.1
Section 302 Certification
I, M. Jay Allison, certify that:
Date: October 31, 2024 |
|
|
/s/ M. JAY ALLISON |
|
Chief Executive Officer |
Exhibit 31.2
Section 302 Certification
I, Roland O. Burns, certify that:
Date: October 31, 2024 |
|
|
/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 and nine months ended September 30, 2024 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:
/s/ M. JAY ALLISON |
|
M. Jay Allison |
|
Chief Executive Officer |
|
October 31, 2024 |
|
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 and nine months ended September 30, 2024 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:
/s/ ROLAND O. BURNS |
|
Roland O. Burns |
|
Chief Financial Officer |
|
October 31, 2024 |
|
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.5 | $ 0.5 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 292,260,645 | 278,429,463 |
Common stock, shares outstanding (in shares) | 292,260,645 | 278,429,463 |
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|
Revenues: | ||||
Total revenues | $ 304,472 | $ 376,737 | $ 887,074 | $ 1,154,526 |
Operating expenses: | ||||
Production and ad valorem taxes | 12,578 | 25,386 | 49,730 | 59,891 |
Gathering and transportation | 53,996 | 47,012 | 150,456 | 137,981 |
Lease operating | 29,248 | 31,664 | 99,125 | 100,525 |
Exploration | 0 | 0 | 0 | 1,775 |
Depreciation, depletion and amortization | 208,350 | 148,190 | 593,281 | 422,350 |
Gas services | 52,622 | 67,632 | 132,796 | 224,317 |
General and administrative | 9,923 | 9,586 | 29,271 | 31,992 |
Gain on sale of assets | (910) | 0 | (910) | (125) |
Total operating expenses | 365,807 | 329,470 | 1,053,749 | 978,706 |
Operating income (loss) | (61,335) | 47,267 | (166,675) | 175,820 |
Other income (expenses): | ||||
Gain from derivative financial instruments | 75,163 | 14,276 | 89,218 | 76,190 |
Other income | 274 | 409 | 927 | 1,467 |
Interest expense | (54,516) | (43,624) | (156,005) | (121,082) |
Total other income (expenses) | 20,921 | (28,939) | (65,860) | (43,425) |
Income (loss) before income taxes | (40,414) | 18,328 | (232,535) | 132,395 |
(Provision for) benefit from income taxes | 14,696 | (3,608) | 69,094 | (28,878) |
Net income (loss) | (25,718) | 14,720 | (163,441) | 103,517 |
Net income attributable to noncontrolling interest | (3,173) | 0 | (8,081) | 0 |
Net income (loss) available to Comstock | $ (28,891) | $ 14,720 | $ (171,522) | $ 103,517 |
Net income (loss) per share: | ||||
Basic (in dollars per share) | $ (0.09) | $ 0.05 | $ (0.57) | $ 0.37 |
Diluted (in dollars per share) | $ (0.09) | $ 0.05 | $ (0.57) | $ 0.37 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 290,170 | 276,999 | 285,949 | 276,741 |
Diluted (in shares) | 290,170 | 276,999 | 285,949 | 276,741 |
Dividends per share | $ 0 | $ 0.125 | $ 0 | $ 0.375 |
Total natural gas and oil sales | ||||
Revenues: | ||||
Total revenues | $ 253,625 | $ 305,450 | $ 759,185 | $ 915,176 |
Natural gas sales | ||||
Revenues: | ||||
Total revenues | 252,650 | 304,141 | 756,260 | 911,065 |
Oil sales | ||||
Revenues: | ||||
Total revenues | 975 | 1,309 | 2,925 | 4,111 |
Gas services | ||||
Revenues: | ||||
Total revenues | $ 50,847 | $ 71,287 | $ 127,889 | $ 239,350 |
Pay vs Performance Disclosure - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (28,891) | $ 14,720 | $ (171,522) | $ 103,517 |
Insider Trading Arrangements |
3 Months Ended |
---|---|
Sep. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (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 September 30, 2024, and the related results of operations and cash flows for the periods being presented. Net income (loss) and comprehensive income (loss) 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, 2023. The results of operations for the period through September 30, 2024 are not necessarily an indication of the results expected for the full year. Pinnacle Gas Services ("PGS") is a joint venture entity formed by the Company and an affiliate of Quantum Capital Solutions. PGS provides gathering and treating services for natural gas production in the Company's Western Haynesville area. Comstock directs the activities that most significantly impact the performance of PGS and has the obligation to absorb losses or right to receive benefits that could potentially be significant to PGS. Accordingly, Comstock is considered the primary beneficiary and consolidates the assets, liabilities and results of operations of PGS in the accompanying consolidated financial statements. PGS assets that cannot be used by Comstock for general corporate purposes include $101.6 million and $54.9 million of other property and equipment as of September 30, 2024 and December 31, 2023, respectively. Other PGS assets that cannot be used by Comstock and PGS liabilities for which creditors do not have recourse to Comstock's assets are not material to the Company's consolidated financial statements. The portions of PGS net income and stockholders' equity not attributable to Comstock's controlling interest are shown separately as noncontrolling interests in the accompanying consolidated statements of operations and statements of stockholders' equity. Other Current Assets Other current assets at September 30, 2024 and December 31, 2023 consisted of the following:
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. 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:
As of September 30, 2024 and December 31, 2023, 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 impairments were recognized to adjust the carrying value of the Company's proved natural gas and oil properties during any of the periods presented. Unproved natural gas and oil properties are also periodically assessed and any impairment in value is charged to expense. The costs related to unproved properties are transferred to proved natural gas and oil properties and amortized on an equivalent unit-of-production basis when they are reflected in proved natural gas and oil reserves. The Company determines the fair value 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 September 30, 2024 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. No impairment indicators were identified during the periods presented. Leases The Company has right-of-use lease assets of $82.1 million related to its corporate office, certain office equipment, vehicles and drilling rigs 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 gas and oil reserves and the related rights to use the land associated with those leases are reflected as natural gas and oil properties. Comstock contracts for a variety of equipment used in its natural gas and oil 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 natural gas and oil, 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. The Company's hydraulic fracturing fleet contracts are on terms of less than one year and include rights of substitution. The Company has three drilling rig contracts with a three year term with options to extend the term by mutual agreement at mutually acceptable terms or terminate the contracts at any time without default by the lessor. The Company's other drilling rig contracts are presently either for periods of less than one year, or they are on terms that provide for cancellation with 30 or 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 natural gas and oil properties on our balance sheet unless they are incurred on exploration wells that are unsuccessful, in which case they are charged to exploration expense. Lease costs recognized during the three months and nine months ended September 30, 2024 and 2023 were as follows:
Cash payments for operating leases associated with right-of-use lease assets included in net cash provided by operating activities were $1.0 million for both the three months ended September 30, 2024 and 2023, respectively, and $2.9 million for both the nine months ended September 30, 2024 and 2023, respectively. Cash payments for operating leases associated with right-of-use lease assets included in net cash used for investing activities were $16.1 million and $64.7 million for the three months ended September 30, 2024 and 2023, respectively, and $51.2 million and $146.4 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, the operating leases had a weighted-average term of 2.2 years and 2.9 years, respectively, and the weighted-average discount rate used to determine the present value of future operating lease payments was 7.3% and 7.2%, respectively. As of September 30, 2024, the Company also had expected future payments for short term leased drilling services of $53.7 million. As of September 30, 2024, expected future payments related to contracts that contain operating leases were as follows:
Accrued Costs Accrued costs at September 30, 2024 and December 31, 2023 consisted of the following:
Reserve for Future Abandonment Costs Comstock's asset retirement obligations relate to future plugging and abandonment expenses on its natural gas and oil properties and disposal of other facilities. The following table summarizes the changes in Comstock's total estimated liability for such obligations during the periods presented:
Derivative Financial Instruments and Hedging Activities All of the Company's derivative financial instruments are used for risk management purposes and, by policy, none are held for trading or speculative purposes. Comstock minimizes credit risk to counterparties of its derivative financial instruments through formal credit policies, monitoring procedures, and diversification. The Company is not required to provide any credit support to its counterparties other than cross collateralization with the assets securing its bank credit facility. None of the Company's derivative financial instruments involve payment or receipt of premiums. The Company classifies the fair value amounts of derivative financial instruments as net current or noncurrent assets or liabilities, whichever the case may be, by commodity contract. None of the Company's derivative contracts were designated as cash flow hedges. All of Comstock's natural gas derivative financial instruments are tied to the Henry Hub-NYMEX price index. The Company had the following natural gas price derivative financial instruments at September 30, 2024:
Subsequent to September 30, 2024, the Company entered into natural gas swap contracts to hedge an additional 7,300,000 MMBtu of natural gas production from January 2025 to December 2025 at an average price of $3.40 per MMBtu.
The classification of derivative financial instruments of assets or liabilities, consists of the following:
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:
Stock-Based Compensation Comstock accounts for employee stock-based compensation under the fair value method. Compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period and included in general and administrative expenses for awards of restricted stock and performance stock units ("PSUs") to the Company's employees and directors. The Company recognized $3.9 million and $2.7 million of stock-based compensation expense within general and administrative expenses related to awards of restricted stock and PSUs to its employees and directors during the three months ended September 30, 2024 and 2023, respectively, and $11.4 million and $7.0 million for the nine months ended September 30, 2024 and 2023, respectively. In February 2024, the Company granted an aggregate of 1,272,811 shares of restricted stock to its directors and employees, which were valued at $7.63 per share. In June 2024, the Company granted an aggregate of 43,173 shares of restricted stock to its directors, which were valued at $12.16 per share. As of September 30, 2024, Comstock had 2,091,087 shares of unvested restricted stock outstanding at a weighted average grant date fair value of $9.25 per share. Total unrecognized compensation cost related to unvested restricted stock grants of $15.3 million as of September 30, 2024 is expected to be recognized over a period of 1.9 years. In February 2024, the Company granted an aggregate of 705,603 PSUs to its executive officers at a value of $9.69 per unit. As of September 30, 2024, Comstock had 1,290,755 PSUs outstanding with a weighted average grant date fair value of $13.21 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 2,581,510 shares of common stock. Total unrecognized compensation cost related to these grants of $9.7 million as of September 30, 2024 is expected to be recognized over a period of 2.2 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 from unaffiliated third parties and fees received for gathering and treating services provided by PGS to third parties. 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 from 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 (thousand cubic feet of natural gas and barrel of crude oil) 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 and 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 revenues 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 September 30, 2024 or December 31, 2023. The Company recognized accounts receivable of $100.8 million and $166.6 million as of September 30, 2024 and December 31, 2023, 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 allowance for doubtful accounts has been recorded for the nine months ended September 30, 2024 and 2023. 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):
The difference between the federal statutory rate of 21% and the effective tax rate is due to the following:
For the three and nine months ended September 30, 2024, the effective tax rates for state income taxes, net of federal benefit, and other income taxes increased due to an increase in tax benefits within state jurisdictions with higher statutory tax rates and new claims for marginal well tax credits. The Company's federal income tax returns for the years subsequent to December 31, 2019 remain subject to examination. The Company's income tax returns in major state income tax jurisdictions remain subject to examination for various periods subsequent to December 31, 2020. The Company is currently under examination with the state of Louisiana and believes that its significant filing positions are highly certain and that all of its other significant income tax filing positions and deductions would be sustained under audit or the final resolution would not have a material effect on the consolidated financial statements. Therefore, the Company has not established any significant reserves for uncertain tax positions. 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. Fair Values – Reported The following presents the carrying amounts and the fair values of the Company's financial instruments as of September 30, 2024 and December 31, 2023:
(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 September 30, 2024 and December 31, 2023, respectively, a Level 1 measurement. Earnings Per Share Unvested restricted stock containing non-forfeitable rights to dividends are included in common stock outstanding and are considered to be participating securities and included in the computation of basic and diluted earnings per share pursuant to the two-class method. At September 30, 2024 and December 31, 2023, 2,091,087 and 1,429,084 shares of restricted stock, respectively, are included in common stock outstanding as such shares have a non-forfeitable right to participate in any dividends that might be declared and have the right to vote on matters submitted to the Company's stockholders. Weighted average shares of unvested restricted stock outstanding were as follows:
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.
Weighted average unearned PSUs outstanding were as follows:
Basic and diluted income (loss) per share for the three months and nine months ended September 30, 2024 and 2023 were determined as follows:
None of the Company's participating securities participate in losses and as such are excluded from the computation of basic earnings per share during periods of net losses. 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 nine months ended September 30, 2024 and 2023, respectively, were as follows:
Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07 "Segment Reporting–Improvements to Reportable Segment Disclosures". ASU 2023-07 requires additional disclosures about a public entity's reportable segments, including requiring all annual disclosures of reportable segment's profit or loss and assets during interim periods, identifying the title and position of an entity's chief operating decision maker ("CODM"), disclosing significant expenses regularly provided to the CODM that are included in each reported measure of segment profit or loss, and disclosing additional measures of profit or loss used by the CODM in deciding how to allocate resources. The update is effective for public entities for fiscal years beginning after December 15, 2023, and interim and fiscal years beginning after December 15, 2024. ASU 2023-07 will not have an impact on the Company's reported results of operations, financial position or liquidity but will have an impact on the Company's financial statement disclosures. In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures". ASU 2023-09 requires additional disclosures around effective tax rates and cash income taxes paid and is effective for public entities for annual periods beginning after December 15, 2024. ASU 2023-07 will not have an impact on the Company's reported results of operations, financial position or liquidity but will have an impact on the Company's financial statement disclosures. |
ACQUISITION |
9 Months Ended |
---|---|
Sep. 30, 2024 | |
Business Combinations [Abstract] | |
ACQUISITION | (2) ACQUISITION In March 2024, the Company acquired approximately 189,000 net undeveloped acres in its Western Haynesville area from an unaffiliated third party for $50.0 million, which was accounted for as an asset acquisition. |
LONG-TERM DEBT |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
LONG-TERM DEBT | (3) LONG-TERM DEBT At September 30, 2024, long-term debt was comprised of the following:
As of September 30, 2024, the Company had $415.0 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. Additionally, beginning in the fourth quarter of 2024 through the second quarter of 2025, the bank credit facility will bear interest at the Company's option, at either SOFR plus 2.25% to 3.25% or an alternate base rate plus 1.25% to 2.25%, with either option also based on the utilization of the borrowing base. Beginning in the third quarter of 2025 through maturity, the bank credit facility will bear interest at the Company's option, at either SOFR plus 2.0% to 3.0% or an alternate base rate plus 1.0% to 2.0%, with either option also based 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, which reduces to 3.75 to 1.0 at June 30, 2025 and to 3.5 to 1.0 at September 30, 2025, and an adjusted current ratio of at least 1.0 to 1.0. The Company was in compliance with the covenants as of September 30, 2024. In April 2024, the Company issued $400.0 million principal amount of 6.75% senior notes due 2029 (the "New 2029 Notes") in a private placement and received net proceeds after offering costs and deducting the initial purchasers' discounts of $365.2 million, which were used to pay down the outstanding borrowings on the Company's bank credit facility. The New 2029 Notes have substantially identical terms as the Company's $1,223.9 million aggregate principal amount of 6.75% senior notes due 2029, which mature on March 1, 2029 and accrue interest at a rate of 6.75% per annum, payable semi-annually on March 1 and September 1 of each year. |
COMMON STOCK |
9 Months Ended |
---|---|
Sep. 30, 2024 | |
Equity [Abstract] | |
COMMON STOCK | (4) COMMON STOCK In March 2024, the Company issued 12,500,000 shares of common stock in a private placement to two entities controlled by Comstock's majority stockholder, receiving proceeds of $100.5 million. Following the issuance, Comstock's majority stockholder's beneficial ownership in the Company increased to 67% and is currently approximately 71% after subsequent open market purchases made in the third quarter of 2024. |
COMMITMENTS AND CONTINGENCIES |
9 Months Ended |
---|---|
Sep. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | (5) COMMITMENTS AND CONTINGENCIES In August 2024, the Company entered into two agreements for two new drilling rigs, one with a three-year term and one with a one-year term, with an annual commitment of $12.8 million per drilling rig. Comstock plans to take delivery of the rigs in December 2024 and February 2025, respectively. 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 the loss can be reasonably estimated. The Company does not believe the resolution of these matters will have a material effect on the Company's financial position, results of operations or cash flows and no material amounts are accrued relative to these matters at September 30, 2024 or 2023. |
RELATED PARTY TRANSACTIONS |
9 Months Ended |
---|---|
Sep. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | (6) RELATED PARTY TRANSACTIONS Comstock operates natural gas and oil properties held by partnerships owned by its majority stockholder. The Company charges the partnerships for the costs incurred to drill, complete and produce wells, as well as drilling and operating overhead fees. Comstock also provides natural gas marketing services to the partnerships, including evaluating potential markets and providing hedging services, in return for a fee equal to $0.02 per Mcf for natural gas marketed. The Company received $0.3 million and $0.3 million for the three months ended September 30, 2024 and 2023, respectively, and $0.8 million and $1.0 million for the nine months ended September 30, 2024 and 2023, respectively, for drilling, operating and marketing services provided to the partnerships. The fees received for the services are reflected as a reduction of general and administrative expenses in the accompanying consolidated statements of operations. In connection with the operation of the wells, the Company had a $16.7 million and $16.1 million receivable from the partnerships at September 30, 2024 and December 31, 2023, respectively. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 September 30, 2024, and the related results of operations and cash flows for the periods being presented. Net income (loss) and comprehensive income (loss) 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, 2023. The results of operations for the period through September 30, 2024 are not necessarily an indication of the results expected for the full year. Pinnacle Gas Services ("PGS") is a joint venture entity formed by the Company and an affiliate of Quantum Capital Solutions. PGS provides gathering and treating services for natural gas production in the Company's Western Haynesville area. Comstock directs the activities that most significantly impact the performance of PGS and has the obligation to absorb losses or right to receive benefits that could potentially be significant to PGS. Accordingly, Comstock is considered the primary beneficiary and consolidates the assets, liabilities and results of operations of PGS in the accompanying consolidated financial statements. PGS assets that cannot be used by Comstock for general corporate purposes include $101.6 million and $54.9 million of other property and equipment as of September 30, 2024 and December 31, 2023, respectively. Other PGS assets that cannot be used by Comstock and PGS liabilities for which creditors do not have recourse to Comstock's assets are not material to the Company's consolidated financial statements. The portions of PGS net income and stockholders' equity not attributable to Comstock's controlling interest are shown separately as noncontrolling interests in the accompanying consolidated statements of operations and statements of stockholders' equity. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment | 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. 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:
As of September 30, 2024 and December 31, 2023, 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 impairments were recognized to adjust the carrying value of the Company's proved natural gas and oil properties during any of the periods presented. Unproved natural gas and oil properties are also periodically assessed and any impairment in value is charged to expense. The costs related to unproved properties are transferred to proved natural gas and oil properties and amortized on an equivalent unit-of-production basis when they are reflected in proved natural gas and oil reserves. The Company determines the fair value 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 | Goodwill The Company had goodwill of $335.9 million as of September 30, 2024 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. No impairment indicators were identified during the periods presented. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases | Leases The Company has right-of-use lease assets of $82.1 million related to its corporate office, certain office equipment, vehicles and drilling rigs 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 gas and oil reserves and the related rights to use the land associated with those leases are reflected as natural gas and oil properties. Comstock contracts for a variety of equipment used in its natural gas and oil 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 natural gas and oil, 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. The Company's hydraulic fracturing fleet contracts are on terms of less than one year and include rights of substitution. The Company has three drilling rig contracts with a three year term with options to extend the term by mutual agreement at mutually acceptable terms or terminate the contracts at any time without default by the lessor. The Company's other drilling rig contracts are presently either for periods of less than one year, or they are on terms that provide for cancellation with 30 or 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 natural gas and oil properties on our balance sheet unless they are incurred on exploration wells that are unsuccessful, in which case they are charged to exploration expense. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reserve for Future Abandonment Costs | Reserve for Future Abandonment Costs Comstock's asset retirement obligations relate to future plugging and abandonment expenses on its natural gas and oil properties and disposal of other facilities. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Financial Instruments and Hedging Activities | Derivative Financial Instruments and Hedging Activities All of the Company's derivative financial instruments are used for risk management purposes and, by policy, none are held for trading or speculative purposes. Comstock minimizes credit risk to counterparties of its derivative financial instruments through formal credit policies, monitoring procedures, and diversification. The Company is not required to provide any credit support to its counterparties other than cross collateralization with the assets securing its bank credit facility. None of the Company's derivative financial instruments involve payment or receipt of premiums. The Company classifies the fair value amounts of derivative financial instruments as net current or noncurrent assets or liabilities, whichever the case may be, by commodity contract. None of the Company's derivative contracts were designated as cash flow hedges. All of Comstock's natural gas derivative financial instruments are tied to the Henry Hub-NYMEX price index. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation | Stock-Based Compensation Comstock accounts for employee stock-based compensation under the fair value method. Compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period and included in general and administrative expenses for awards of restricted stock and performance stock units ("PSUs") to the Company's employees and directors. The Company recognized $3.9 million and $2.7 million of stock-based compensation expense within general and administrative expenses related to awards of restricted stock and PSUs to its employees and directors during the three months ended September 30, 2024 and 2023, respectively, and $11.4 million and $7.0 million for the nine months ended September 30, 2024 and 2023, respectively. In February 2024, the Company granted an aggregate of 1,272,811 shares of restricted stock to its directors and employees, which were valued at $7.63 per share. In June 2024, the Company granted an aggregate of 43,173 shares of restricted stock to its directors, which were valued at $12.16 per share. As of September 30, 2024, Comstock had 2,091,087 shares of unvested restricted stock outstanding at a weighted average grant date fair value of $9.25 per share. Total unrecognized compensation cost related to unvested restricted stock grants of $15.3 million as of September 30, 2024 is expected to be recognized over a period of 1.9 years. In February 2024, the Company granted an aggregate of 705,603 PSUs to its executive officers at a value of $9.69 per unit. As of September 30, 2024, Comstock had 1,290,755 PSUs outstanding with a weighted average grant date fair value of $13.21 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 2,581,510 shares of common stock. Total unrecognized compensation cost related to these grants of $9.7 million as of September 30, 2024 is expected to be recognized over a period of 2.2 years. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue Recognition | 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 from unaffiliated third parties and fees received for gathering and treating services provided by PGS to third parties. 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 from 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 (thousand cubic feet of natural gas and barrel of crude oil) 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 and 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 revenues 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 September 30, 2024 or December 31, 2023. The Company recognized accounts receivable of $100.8 million and $166.6 million as of September 30, 2024 and December 31, 2023, respectively, from purchasers for contracts where performance obligations have been satisfied and an unconditional right to consideration exists. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Losses | 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 allowance for doubtful accounts has been recorded for the nine months ended September 30, 2024 and 2023. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | 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 Company's federal income tax returns for the years subsequent to December 31, 2019 remain subject to examination. The Company's income tax returns in major state income tax jurisdictions remain subject to examination for various periods subsequent to December 31, 2020. The Company is currently under examination with the state of Louisiana and believes that its significant filing positions are highly certain and that all of its other significant income tax filing positions and deductions would be sustained under audit or the final resolution would not have a material effect on the consolidated financial statements. Therefore, the Company has not established any significant reserves for uncertain tax positions. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | 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. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | Earnings Per Share Unvested restricted stock containing non-forfeitable rights to dividends are included in common stock outstanding and are considered to be participating securities and included in the computation of basic and diluted earnings per share pursuant to the two-class method. At September 30, 2024 and December 31, 2023, 2,091,087 and 1,429,084 shares of restricted stock, respectively, are included in common stock outstanding as such shares have a non-forfeitable right to participate in any dividends that might be declared and have the right to vote on matters submitted to the Company's stockholders. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Supplementary Information With Respect to the Consolidated Statements of Cash Flows | 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 nine months ended September 30, 2024 and 2023, respectively, were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07 "Segment Reporting–Improvements to Reportable Segment Disclosures". ASU 2023-07 requires additional disclosures about a public entity's reportable segments, including requiring all annual disclosures of reportable segment's profit or loss and assets during interim periods, identifying the title and position of an entity's chief operating decision maker ("CODM"), disclosing significant expenses regularly provided to the CODM that are included in each reported measure of segment profit or loss, and disclosing additional measures of profit or loss used by the CODM in deciding how to allocate resources. The update is effective for public entities for fiscal years beginning after December 15, 2023, and interim and fiscal years beginning after December 15, 2024. ASU 2023-07 will not have an impact on the Company's reported results of operations, financial position or liquidity but will have an impact on the Company's financial statement disclosures. In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures". ASU 2023-09 requires additional disclosures around effective tax rates and cash income taxes paid and is effective for public entities for annual periods beginning after December 15, 2024. ASU 2023-07 will not have an impact on the Company's reported results of operations, financial position or liquidity but will have an impact on the Company's financial statement disclosures. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Other Current Assets | Other current assets at September 30, 2024 and December 31, 2023 consisted of the following:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capitalized Exploratory Well Costs | The changes in capitalized exploratory well costs are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Lease Cost Recognized | Lease costs recognized during the three months and nine months ended September 30, 2024 and 2023 were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Liabilities Under Contracts That Contain Operating Leases | As of September 30, 2024, expected future payments related to contracts that contain operating leases were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Accrued Costs | Accrued costs at September 30, 2024 and December 31, 2023 consisted of the following:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Changes in Total Estimated Asset Retirement Obligation Liability | The following table summarizes the changes in Comstock's total estimated liability for such obligations during the periods presented:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Natural Gas Price Derivative | The Company had the following natural gas price derivative financial instruments at September 30, 2024:
Subsequent to September 30, 2024, the Company entered into natural gas swap contracts to hedge an additional 7,300,000 MMBtu of natural gas production from January 2025 to December 2025 at an average price of $3.40 per MMBtu. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Derivative Instruments | The classification of derivative financial instruments of assets or liabilities, consists of the following:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Gains and Losses from Derivative Contracts | 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:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consolidated Income Tax Benefit (Provision) | The following is an analysis of the consolidated income tax provision (benefit):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Difference Between Federal Statutory Rate and Effective Tax Rate | The difference between the federal statutory rate of 21% and the effective tax rate is due to the following:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Carrying Amounts and Fair Values of Financial Instruments | The following presents the carrying amounts and the fair values of the Company's financial instruments as of September 30, 2024 and December 31, 2023:
(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 September 30, 2024 and December 31, 2023, respectively, a Level 1 measurement. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Weighted Average Shares of Unvested Restricted Stock | Weighted average shares of unvested restricted stock outstanding were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock and Convertible Stock Dilutive in Weighted average unearned PSUs outstanding | The treasury stock method is used to measure the dilutive effect of PSUs.
Weighted average unearned PSUs outstanding were as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Basic and Diluted Income (Loss) Per Share | Basic and diluted income (loss) per share for the three months and nine months ended September 30, 2024 and 2023 were determined as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash Payments Made for Interest and Income Taxes | Cash payments made for interest and income taxes and other non-cash investing activities for the nine months ended September 30, 2024 and 2023, respectively, were as follows:
|
LONG-TERM DEBT (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt | At September 30, 2024, long-term debt was comprised of the following:
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Detail) - USD ($) $ in Millions |
9 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2024 |
Dec. 31, 2023 |
|
PGS | ||
Operations And Summary Of Significant Accounting Policies [Line Items] | ||
Property, plant and equipment, additions | $ 101.6 | $ 54.9 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Current Assets (Details) - USD ($) $ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Accounting Policies [Abstract] | ||
Prepaid drilling costs | $ 41,135 | $ 70,124 |
Income tax receivable | 6,587 | 8,312 |
Production tax refunds receivable | 3,957 | 5,745 |
Other receivables | 3,757 | 0 |
Prepaid expenses | 2,943 | 2,438 |
Other current assets | $ 58,379 | $ 86,619 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Equipment and Goodwill (Detail) - USD ($) |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
Dec. 31, 2023 |
|
Increase (Decrease) in Capitalized Exploratory Well Costs that are Pending Determination of Proved Reserves [Roll Forward] | |||||
Beginning capitalized exploratory well costs | $ 69,800,000 | $ 34,196,000 | $ 96,233,000 | $ 867,000 | |
Additions to exploratory well costs pending the determination of proved reserves | 60,930,000 | 74,737,000 | 219,778,000 | 179,049,000 | |
Determined to have found proved reserves | (837,000) | (71,838,000) | (186,118,000) | (142,821,000) | |
Ending capitalized exploratory well costs | 129,893,000 | $ 37,095,000 | 129,893,000 | 37,095,000 | |
Impairment of oil and gas properties | 0 | ||||
Goodwill | $ 335,897,000 | 335,897,000 | $ 335,897,000 | ||
Goodwill impairment | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Liabilities Under Contract Contain Operating Leases (Detail) $ in Thousands |
Sep. 30, 2024
USD ($)
|
---|---|
Accounting Policies [Abstract] | |
October 1 to December 31, 2024 | $ 10,049 |
2025 | 40,056 |
2026 | 34,015 |
2027 | 3,821 |
2028 | 1,560 |
Total lease payments | 89,501 |
Imputed interest | (7,448) |
Total lease liability | $ 82,053 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Accrued Costs (Detail) - USD ($) $ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Accounting Policies [Abstract] | ||
Accrued transportation costs | $ 34,088 | $ 32,294 |
Accrued interest payable | 22,086 | 54,912 |
Accrued income and other taxes | 21,215 | 1,894 |
Accrued drilling costs | 16,369 | 35,876 |
Accrued employee compensation | 6,998 | 6,700 |
Accrued lease operating expenses | 3,646 | 2,299 |
Other | 1,655 | 491 |
Total accrued expenses | $ 106,057 | $ 134,466 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Summary of Changes in Reserve for Future Abandonment Costs (Detail) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
|
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Reserve for future abandonment costs at beginning of period | $ 30,773 | $ 29,114 |
New wells placed on production | 109 | 114 |
Wells sold | (157) | |
Liabilities settled | (40) | (42) |
Accretion expense | 1,331 | 1,248 |
Reserve for future abandonment costs at end of period | $ 32,016 | $ 30,434 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivatives Narrative (Detail) |
Oct. 01, 2024
MMBTU
$ / Mcf
|
Sep. 30, 2024
USD ($)
|
---|---|---|
Derivative [Line Items] | ||
Cash flow hedges derivative instruments | $ | $ 0 | |
Natural Gas Price Swap Contracts: | Subsequent Event [Member] | ||
Derivative [Line Items] | ||
Volume (in MMBTU) | MMBTU | 7,300,000 | |
Average price (in dollars per MMBtu) | $ / Mcf | 3.4 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Derivative Instruments (Detail) - USD ($) $ in Thousands |
Sep. 30, 2024 |
Dec. 31, 2023 |
---|---|---|
Asset Derivative Financial Instruments: | ||
Derivative Financial Instruments - Current Asset | $ 71,704 | $ 126,775 |
Derivative Financial Instruments - Long-Term Asset | 4,828 | 0 |
Liability Derivative Financial Instruments: | ||
Derivative Financial Instruments - Long Term Liability | 20,495 | 0 |
Natural Gas Price Derivatives - Derivative Financial Instruments - Current Asset | ||
Asset Derivative Financial Instruments: | ||
Derivative Financial Instruments - Current Asset | 71,704 | 126,775 |
Natural Gas Price Derivatives Non-Current Asset [Member] | ||
Asset Derivative Financial Instruments: | ||
Derivative Financial Instruments - Long-Term Asset | 4,828 | 0 |
Natural Gas Price Derivatives - Derivative Financial Instruments - Long Term Liability | ||
Liability Derivative Financial Instruments: | ||
Derivative Financial Instruments - Long Term Liability | $ 20,495 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Gains and Losses from Derivative Financial Instruments (Detail) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|
Derivative [Line Items] | ||||
Gain (loss) on Derivatives Recognized in Earnings | $ 75,163 | $ 14,276 | $ 89,218 | $ 76,190 |
Natural gas price derivatives | ||||
Derivative [Line Items] | ||||
Gain (loss) on Derivatives Recognized in Earnings | $ 75,163 | $ 14,276 | $ 89,218 | $ 76,190 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognized (Details) |
9 Months Ended | ||
---|---|---|---|
Sep. 30, 2024
USD ($)
Product
|
Dec. 31, 2023
USD ($)
|
Sep. 30, 2023
USD ($)
|
|
Accounting Policies [Abstract] | |||
Number of primary products | Product | 2 | ||
Contract cash settlement max days | 25 days | ||
Contract cancellable notice term | 30 days | ||
Natural gas and oil sales and gas services | $ 100,814,000 | $ 166,639,000 | |
Allowance for doubtful accounts | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Consolidated Income Tax Provision (Detail) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|
Accounting Policies [Abstract] | ||||
Current - Federal | $ (1,962) | $ 0 | $ (1,962) | $ 0 |
Current - State | 0 | 0 | 37 | 0 |
Deferred - Federal | (8,662) | 3,999 | (50,242) | 28,350 |
Deferred - State | (4,072) | (391) | (16,927) | 528 |
Total | $ (14,696) | $ 3,608 | $ (69,094) | $ 28,878 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Difference Between Federal Statutory Rate and Effective Tax Rate (Detail) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|
Accounting Policies [Abstract] | ||||
Tax at statutory rate | 21.00% | 21.00% | 21.00% | 21.00% |
Tax effect of: | ||||
Valuation allowance on deferred tax assets | 0.00% | 5.50% | (0.20%) | 1.70% |
State income taxes, net of federal benefit | 10.20% | (8.20%) | 7.80% | (1.60%) |
Nondeductible stock-based compensation | (0.20%) | 1.70% | (0.90%) | 0.80% |
Other | 5.40% | (0.30%) | 2.00% | (0.10%) |
Effective tax rate | 36.40% | 19.70% | 29.70% | 21.80% |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share (Detail) - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2024 |
Dec. 31, 2023 |
|
Operations And Summary Of Significant Accounting Policies [Line Items] | ||
Performance multiplier, minimum | 0.00% | |
Performance multiplier, maximum | 200.00% | |
Participating securities that share in losses (in shares) | 0 | |
Restricted Stock | ||
Operations And Summary Of Significant Accounting Policies [Line Items] | ||
Shares of unvested restricted stock outstanding (in shares) | 2,091,087 | 1,429,084 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Weighted Average Shares of Unvested Restricted Stock (Detail) - shares shares in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|
Accounting Policies [Abstract] | ||||
Unvested restricted stock (in shares) | 2,091 | 1,469 | 2,219 | 1,186 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Common Stock and Convertible Stock Dilutive in Weighted average unearned PSUs outstanding (Detail) - PSUs - $ / shares shares in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Weighted average PSUs (in shares) | 1,291 | 744 | 1,266 | 631 |
Weighted average grant date fair value per unit (in dollars per share) | $ 13.21 | $ 15.92 | $ 13.21 | $ 15.92 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basic and Diluted Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|
Net income (loss) attributable to common stock | ||||
Net income (loss) attributable to common stock | $ (25,718) | $ 14,720 | $ (163,441) | $ 103,517 |
Income allocable to unvested restricted shares | 0 | 0 | 0 | 0 |
Basic income (loss) attributable to common stock | $ (25,718) | $ 14,720 | $ (163,441) | $ 103,517 |
Basic income (loss) attributable to common stock (in shares) | 290,170 | 276,999 | 285,949 | 276,741 |
Basic income (loss) attributable to common stock (in dollars per share) | $ (0.09) | $ 0.05 | $ (0.57) | $ 0.37 |
Diluted income (loss) attributable to common stock | $ (25,718) | $ 14,720 | $ (163,441) | $ 103,517 |
Diluted income (loss) attributable to common stock (in shares) | 290,170 | 276,999 | 285,949 | 276,741 |
Diluted income (loss) attributable to common stock (in dollars per share) | $ (0.09) | $ 0.05 | $ (0.57) | $ 0.37 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Supplementary Information of Consolidated Statements of Cash Flows (Detail) - USD ($) $ in Thousands |
9 Months Ended | |
---|---|---|
Sep. 30, 2024 |
Sep. 30, 2023 |
|
Cash payments for: | ||
Interest payments | $ 180,312 | $ 150,239 |
Income tax payments | 37 | 29,796 |
Non-cash investing activities include: | ||
Decrease in accrued capital expenditures | (19,507) | (32,441) |
Liabilities assumed in exchange for right-of-use lease assets | $ 34,321 | $ 157,789 |
ACQUISITION - Additional Information (Detail) - Western Haynesville $ in Millions |
1 Months Ended |
---|---|
Mar. 31, 2024
USD ($)
Acres
| |
Business Acquisition [Line Items] | |
Acres acquired | Acres | 189,000 |
Asset acquisition, consideration transferred | $ | $ 50.0 |
LONG-TERM DEBT - Long-term Debt (Detail) - USD ($) $ in Thousands |
Sep. 30, 2024 |
Apr. 30, 2024 |
Dec. 31, 2023 |
---|---|---|---|
Debt Instrument [Line Items] | |||
Principal | $ 1,223,900 | ||
Debt issuance costs, net of amortization | $ (33,484) | ||
Long-term debt | 2,949,181 | $ 2,640,391 | |
Interest rate on debt instrument | 6.75% | ||
Bank Credit Facility: | |||
Debt Instrument [Line Items] | |||
Principal | 415,000 | ||
6.75% Senior Notes due 2029: | |||
Debt Instrument [Line Items] | |||
Principal | 1,623,880 | ||
Discount, net of amortization | $ (21,215) | ||
Interest rate on debt instrument | 6.75% | 6.75% | |
5.875% Senior Notes due 2030: | |||
Debt Instrument [Line Items] | |||
Principal | $ 965,000 | ||
Interest rate on debt instrument | 5.875% |
COMMON STOCK - Additional Information (Detail) - USD ($) $ in Thousands |
1 Months Ended | 9 Months Ended | |
---|---|---|---|
Mar. 31, 2024 |
Sep. 30, 2024 |
Sep. 30, 2023 |
|
Investment Company, Change in Net Assets [Line Items] | |||
Proceeds from issuance of common stock, net of issuance costs | $ 100,450 | $ 0 | |
Majority Stockholder | |||
Investment Company, Change in Net Assets [Line Items] | |||
Common issued in private placement | 12,500,000 | ||
Proceeds from issuance of common stock, net of issuance costs | $ 100,500 | ||
Common stock ownership percentage | 67.00% | 71.00% |
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) $ in Millions |
1 Months Ended |
---|---|
Aug. 31, 2024
USD ($)
Drillingrig
| |
Drill and Rig Contracts | |
Commitments And Contingencies [Line Items] | |
Number of drilling rigs | Drillingrig | 2 |
Other commitment, to be paid, year one | $ | $ 12.8 |
Drilling Rigs One | |
Commitments And Contingencies [Line Items] | |
Other commitment, period | 3 years |
Drilling Rigs Two | |
Commitments And Contingencies [Line Items] | |
Other commitment, period | 1 year |
RELATED PARTY TRANSACTIONS - Additional Information (Detail) $ in Thousands |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2024
USD ($)
|
Sep. 30, 2023
USD ($)
|
Sep. 30, 2024
USD ($)
$ / Mcf
|
Sep. 30, 2023
USD ($)
|
Dec. 31, 2023
USD ($)
|
|
Related Party Transaction [Line Items] | |||||
Revenues | $ 304,472 | $ 376,737 | $ 887,074 | $ 1,154,526 | |
From affiliates | 16,721 | $ 16,721 | $ 16,087 | ||
Partnerships owned by majority stockholder | |||||
Related Party Transaction [Line Items] | |||||
Related party revenue, fee (in USD per Mcf) | $ / Mcf | 0.02 | ||||
From affiliates | 16,700 | $ 16,700 | $ 16,100 | ||
Partnerships owned by majority stockholder | Partnership costs to drill and operating wells and overhead fees | |||||
Related Party Transaction [Line Items] | |||||
Revenues | $ 300 | $ 300 | $ 800 | $ 1,000 |
9^0(3WQ*; 7UN*W\II1\S,S)ND56W-AGY6T2IBV*
M+SLM]?+Q%E$([FNK4:]I>,61?9PVX#+*N'+'+\[,N"T0[5QP&4L2(I^OEF6Q
M+#A,N,1P=)RD[5W%S>& :BP!8X-8GXZK5L"68R&9:[G6#O0XB3BP78B_EO$\
M"%-^Q.Z)E,OQBF#-=::Y',S0F_0^V$M.A N(X1$9)L1YN^'%& 090
M2P,$% @ A&M?61X@^+6'!@ 8Q !D !X;"]W;W)K 1UJ0#XMBV[FL\MW=2JM#/ME/8#<4:DEFCUD<3D/Y%%!+00
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MP:TA_U4E4&V#^4EKR'5W>9V@2-W1T&[ N.XPVS;:6Z' P1XJ3;B#CDN9= 2
MDT@@.P,YPK"((W5X1G_L7%I1?A]6Z%_PWSPJ'O[D
TX80>*:DQNU1U"YU>
MAMKO9JDJG$+LF0]#@3R"E[Q_-YX'GP:4I[WR=(B>[&H&:!P<9O?C
RIMWLCM]K-'LI5?P!?G[IZAX\F[-;V?>T9K/7C
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M*>+X4V^YAL^,F/3A!KZ+O>32=M1G: ]#MB9X!'\$FEQHL=TY.6' >D,50W<2Z%%>H3.$D S@1
M-243')TVU"6@RS) EFLYTVPW%84!CR9@U$JO%]9:)#8'!R&HJ(MP*NW$& S
MOV9L%LR?Z/6]OEL5*. 5*"E\!%ZWPM?@P8M"C-Y(V ZLT9UQU!(6Z7#%5!6D
MKBD"!I^X!<%HYU^P7XM;EZ1Z#@42*,>>JHIH U+?95<