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 |
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Emerging growth company |
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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 $0.50, as of July 31, 2024 was
COMSTOCK RESOURCES, INC.
QUARTERLY REPORT
For the Quarter Ended June 30, 2024
INDEX
2
PART 1 — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
3
COMSTOCK RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
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As of |
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June 30, |
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December 31, |
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(Unaudited) |
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(In thousands) |
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ASSETS |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable: |
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Natural gas and oil sales and gas services |
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Joint interest operations |
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From affiliates |
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Derivative financial instruments |
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Other current assets |
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Total current assets |
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Property and equipment: |
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Natural gas and oil properties, successful efforts method: |
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Proved |
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Unproved |
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Other |
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Accumulated depreciation, depletion and amortization |
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( |
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( |
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Net property and equipment |
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Goodwill |
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Operating lease right-of-use assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Accounts payable |
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$ |
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$ |
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Accrued costs |
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Operating leases |
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Total current liabilities |
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Long-term debt |
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Deferred income taxes |
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Derivative financial instruments |
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Long-term operating leases |
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Reserve for future abandonment costs |
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Total liabilities |
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Stockholders' equity: |
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Common stock—$ |
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Additional paid-in capital |
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Accumulated earnings |
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Total stockholders' equity attributable to Comstock |
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Noncontrolling interest |
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Total stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these statements.
4
COMSTOCK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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2024 |
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2023 |
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2024 |
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2023 |
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(In thousands, except per share amounts) |
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Revenues: |
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Natural gas sales |
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$ |
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$ |
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$ |
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$ |
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Oil sales |
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Total natural gas and oil sales |
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Gas services |
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Total revenues |
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Operating expenses: |
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Production and ad valorem taxes |
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Gathering and transportation |
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Lease operating |
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Exploration |
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Depreciation, depletion and amortization |
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Gas services |
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General and administrative |
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Loss (gain) on sale of assets |
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( |
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Total operating expenses |
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Operating income (loss) |
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( |
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( |
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( |
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Other income (expenses): |
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Gain (loss) from derivative financial instruments |
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( |
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( |
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Other income |
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Interest expense |
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( |
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( |
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( |
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( |
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Total other income (expenses) |
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( |
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( |
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( |
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( |
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Income (loss) before income taxes |
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( |
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( |
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( |
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(Provision for) benefit from income taxes |
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( |
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Net income (loss) |
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( |
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( |
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( |
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Net income attributable to noncontrolling interest |
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( |
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( |
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Net income (loss) available to Comstock |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Net income (loss) per share: |
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Basic |
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$ |
( |
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$ |
( |
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$ |
( |
) |
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$ |
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Diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
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Weighted average shares outstanding: |
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Basic |
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Diluted |
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Dividends per share |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these statements.
5
COMSTOCK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
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Common |
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Common |
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Additional |
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Accumulated |
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Noncontrolling Interest |
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Total |
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(In thousands) |
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Balance at January 1, 2023 |
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$ |
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$ |
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$ |
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$ |
— |
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$ |
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Stock-based compensation |
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( |
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( |
) |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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Common stock dividends |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Balance at March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
— |
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$ |
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Stock-based compensation |
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( |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Common stock dividends |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Balance at June 30, 2023 |
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$ |
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$ |
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$ |
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$ |
— |
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$ |
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Balance at January 1, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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— |
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— |
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Issuance of common stock |
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— |
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— |
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Net income (loss) |
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— |
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— |
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— |
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( |
) |
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( |
) |
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Contributions from noncontrolling interest |
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— |
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— |
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— |
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— |
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Balance at March 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Stock-based compensation |
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— |
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— |
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Stock issuance costs |
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— |
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— |
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( |
) |
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— |
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— |
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( |
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Net income (loss) |
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— |
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— |
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— |
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( |
) |
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( |
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Contributions from noncontrolling interest |
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— |
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— |
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— |
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— |
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Distribution to noncontrolling interest |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these statements.
6
COMSTOCK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Six Months Ended |
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2024 |
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2023 |
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(In thousands) |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income (loss) |
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$ |
( |
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$ |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Deferred income taxes |
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( |
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Gain on sale of assets |
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( |
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Depreciation, depletion and amortization |
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Gain on derivative financial instruments |
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( |
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( |
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Cash settlements of derivative financial instruments |
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Amortization of debt discount and issuance costs |
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Stock-based compensation |
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Decrease in accounts receivable |
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Decrease in other current assets |
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Increase (decrease) in accounts payable and accrued expenses |
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( |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Capital expenditures and acquisitions |
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( |
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( |
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Prepaid drilling costs |
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( |
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Proceeds from sales of assets |
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Net cash used for investing activities |
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( |
) |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Borrowings on bank credit facility |
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Repayments of bank credit facility |
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( |
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( |
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Issuance of Senior Notes |
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Issuance of common stock |
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Common stock dividends paid |
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( |
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Debt and stock issuance costs |
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( |
) |
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( |
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Income tax withholdings on equity awards |
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( |
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( |
) |
Contributions from noncontrolling interest |
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Distribution to noncontrolling interest |
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( |
) |
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Net cash provided by (used for) financing activities |
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( |
) |
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Net increase (decrease) in cash and cash equivalents |
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( |
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Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
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$ |
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$ |
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The accompanying notes are an integral part of these statements.
7
COMSTOCK RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 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 June 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 June 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 June 30, 2024 and December 31, 2023 consisted of the following:
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As of |
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June 30, |
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December 31, |
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(In thousands) |
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Prepaid drilling costs |
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$ |
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$ |
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Income tax receivable |
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Production tax refunds receivable |
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Prepaid expenses |
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$ |
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$ |
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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:
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Three Months Ended |
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Six Months Ended |
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2024 |
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2023 |
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2024 |
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2023 |
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(In thousands) |
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Beginning capitalized exploratory well costs |
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$ |
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$ |
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$ |
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$ |
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Additions to exploratory well costs pending the determination of proved reserves |
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Determined to have found proved reserves |
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( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Ending capitalized exploratory well costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
As of June 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 six months ended June 30, 2024 and 2023 were as follows:
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|
Three Months Ended June 30, |
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|
Six Months Ended June 30, |
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2024 |
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2023 |
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2024 |
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|
2023 |
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||||
|
|
(In thousands) |
|
|||||||||||||
Operating lease cost included in general and administrative expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating lease cost included in lease operating expense |
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Operating lease cost included in natural gas and oil properties |
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Variable lease cost (drilling rig and completion costs included in natural gas and oil properties) |
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Short-term lease cost (drilling rig costs included in natural gas and oil properties) |
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|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
Cash payments for operating leases associated with right-of-use lease assets included in net cash provided by operating activities were $
As of June 30, 2024 and December 31, 2023, the operating leases had a weighted-average term of
As of June 30, 2024, expected future payments related to contracts that contain operating leases were as follows:
|
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(In thousands) |
|
|
July 1 to December 31, 2024 |
|
$ |
|
|
2025 |
|
|
|
|
2026 |
|
|
|
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2027 |
|
|
|
|
2028 |
|
|
|
|
Total lease payments |
|
|
|
|
Imputed interest |
|
|
( |
) |
Total lease liability |
|
$ |
|
10
COMSTOCK RESOURCES, INC.
Accrued Costs
Accrued costs at June 30, 2024 and December 31, 2023 consisted of the following:
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As of |
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June 30, |
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December 31, |
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(In thousands) |
|
|||||
Accrued interest payable |
|
$ |
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|
$ |
|
||
Accrued transportation costs |
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Accrued drilling costs |
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Accrued income and other taxes |
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Accrued employee compensation |
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Accrued lease operating expenses |
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Other |
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|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
Reserve for Future Abandonment Costs
|
|
Six Months Ended |
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|||||
|
|
2024 |
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|
2023 |
|
||
|
|
(In thousands) |
|
|||||
Reserve for future abandonment costs at beginning of period |
|
$ |
|
|
$ |
|
||
New wells placed on production |
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|
|
|
|
|
||
Liabilities settled |
|
|
( |
) |
|
|
( |
) |
Accretion expense |
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|
|
|
|
|
||
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 June 30, 2024:
|
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Future Production Period |
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Six Months Ending |
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Year Ending |
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Year Ending |
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Total |
Natural Gas Price Swap Contracts: |
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Volume (MMBtu) |
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|
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|
||||
Average Price per MMBtu |
|
$ |
|
$ |
|
$ |
|
$ |
Natural Gas Price Collar Contracts: |
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|
|
|
Volume (MMBtu) |
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|
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|
|||
Average Price per MMBtu: |
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|
|
|
|
|
|
|
Average Ceiling |
|
|
|
$ |
|
$ |
|
$ |
Average Floor |
|
|
|
$ |
|
$ |
|
$ |
11
COMSTOCK RESOURCES, INC.
The classification of derivative financial instruments of assets or liabilities, consists of the following:
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As of |
|
|||||
Type |
|
Consolidated Balance Sheet Location |
|
June 30, |
|
|
December 31, |
|
||
|
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(In thousands) |
|
|||||
Asset Derivative Financial Instruments: |
|
|
|
|
|
|
||||
Natural gas price derivatives |
|
Derivative Financial Instruments – current |
|
$ |
|
|
$ |
|
||
Liability Derivative Financial Instruments: |
|
|
|
|
|
|
||||
Natural gas price derivatives |
|
Derivative Financial Instruments – 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 |
|
|
Six 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 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.
12
COMSTOCK RESOURCES, INC.
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 June 30, 2024 or December 31, 2023.
The Company recognized accounts receivable of $