COMSTOCK RESOURCES INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. We performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2020. The evaluation was performed with the participation of senior management of each business segment and key corporate functions, and under the supervision of the Chief Executive Officer and Chief Financial Officer. Based on our evaluation of our disclosure controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2020 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 43 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. Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2020 that materially affected or are reasonably likely to materially affect our internal control over financial reporting. Management's Report on Internal Control over Financial Reporting. We are responsible for establishing and maintaining adequate internal control over financial reporting for the Company. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, we conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As of December 31, 2020, we assessed the effectiveness of the Company's internal control over financial reporting based on the COSO criteria, and based on that assessment we determined that the Company maintained effective internal control over financial reporting as of December 31, 2020. Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2020. The report, which expresses an unqualified opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2020, follows below. 44 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Comstock Resources, Inc. Opinion on Internal Control over Financial Reporting We have audited Comstock Resources, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Comstock Resources, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2020, the related consolidated statements of operations, stockholders’ equity and cash flows for the period from January 1, 2018 through August 13, 2018 (Predecessor), the period from August 14, 2018 through December 31, 2018 (Successor), and each of the two years ended December 31, 2020 (Successor), and the related notes and our report dated February 17, 2021 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ ERNST & YOUNG LLP Dallas, Texas February 17, 2021 ITEM 9B. OTHER INFORMATION None. 45 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is incorporated herein by reference to "Business – Directors and Executive Officers" in this Form 10-K and to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2020. Section 16(a) Beneficial Ownership Reporting Compliance. Our directors, executive officers and stockholders with ownership of 10% or greater are required, under Section 16(a) of the Securities Exchange Act of 1934, to file reports of their ownership and changes to their ownership of our securities with the SEC. Based solely on our review of the reports and any written representations we received that no other reports were required, we believe that, during the year ended December 31, 2020, all of our officers, directors and stockholders with ownership of 10% or greater complied with all Section 16(a) filing requirements applicable to them. Code of Ethics . We have adopted a Code of Business Conduct and Ethics that is applicable to all of our directors, officers and employees as required by New York Stock Exchange rules. We have also adopted a Code of Ethics for Senior Financial Officers that is applicable to our Chief Executive Officer and Senior Financial Officers. Both the Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers may be found on our website at www.comstockresources.com. Both of these documents are also available, without charge, to any stockholder upon request to: Comstock Resources, Inc., Attn: Investor Relations, 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034, (972) 668-8800. We intend to disclose any amendments or waivers to these codes that apply to our Chief Executive Officer and senior financial officers on our website in accordance with applicable SEC rules. Please see the definitive proxy statement for our 2021 annual meeting, which will be filed with the SEC within 120 days of December 31, 2020, for additional information regarding our corporate governance policies. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2020. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table summarizes certain information regarding our equity compensation plans as of December 31, 2020: Number of securities to be issued upon exercise of outstanding options, warrants and rights Number of securities authorized for future issuance under equity compensation plans (excluding outstanding options, warrants and rights) Equity compensation plans approved by stockholders 2,272,976 (1) 4,776,556 _______________ (1) Represents performance share unit awards that would be issuable based upon achievement of the maximum awards under the terms of the performance share unit awards. We do not have any equity compensation plans that were not approved by stockholders. Further information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2020. 46 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2020. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2020. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements: 1. The following consolidated financial statements and notes of Comstock Resources, Inc. are included on Pages F-2 to F-33 of this report: Report of Independent Registered Public Accounting Firm F- 1 Consolidated Balance Sheets as of December 31, 2019 and 2020 F- 3 Consolidated Statements of Operations For the Period From January 1, 2018 Through August 13, 2018 (Predecessor), For the Period August 14, 2018 Through December 31, 2018 (Successor) and For the Years Ended December 31, 2019 and 2020 (Successor) F- 4 Consolidated Statements of Stockholders' Equity F- 5 Consolidated Statements of Cash Flows For The Period From January 1, 2018 Through August 13, 2018 (Predecessor), For The Period from August 14, 2018 through December 31, 2018 (Successor) and For the Year s Ended December 31, 2019 and 2020 (Successor) F- 6 Notes to Consolidated Financial Statements F- 7 2. All financial statement schedules are omitted because they are not applicable, or are immaterial or the required information is presented in the consolidated financial statements or the related notes. (b) Exhibits: The exhibits to this report required to be filed pursuant to Item 15(c) are listed below. Exhibit No. Description 2.1 Contribution Agreement dated May 9, 2018, by and among Arkoma Drilling, L.P., Williston Drilling, L.P. and the Company (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K/A dated May 9, 2018). 2.2 Amendment No. 1 to the Contribution Agreement, dated as of August 14, 2018, by and among Arkoma Drilling, L.P., Williston Drilling, L.P. and the Company (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated August 13, 2018). 2.3 Agreement and Plan of Merger, dated June 7, 2019, by and among the Company, Covey Park Energy LLC, New Covey Park Energy LLC and Covey Park Energy Holdings LLC (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated June 7, 2019). 2.4 First Amendment to Agreement and Plan of Merger dated as of July 15, 2019 by and among the Company, New Covey Park Energy LLC, Covey Park Energy LLC and Covey Park Energy Holdings LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated July 15, 2019). 3.1 Second Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated August 13, 2018). 3.2 Amendment to Second Amended and Restated Articles of Incorporation of the Company, dated July 16, 2019 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated July 15, 2019). 3.3 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated August 21, 2014). 3.4 First Amendment to Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated August 17, 2018). 3.5 Amendment No. 2 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K dated July 15, 2019). 47 Exhibit No. Description 4.1 Indenture, dated as of August 3, 2018, by and between Comstock Escrow Corporation, as issuer, and American Stock Transfer & Trust Company LLC, as trustee for the 9¾% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated August 3, 2018). 4.2 First Supplemental Indenture dated August 14, 2018 among the Company, the Guarantors and American Stock Transfer & Trust Company, LLC, as trustee for the 9¾% Senior Notes due 2026 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated August 13, 2018). 4.3 Supplemental Indenture dated July 16, 2019 among the Company, the Guarantors and American Stock Transfer & Trust Company, LLC for the 9¾% Senior Notes due 2026 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated July 15, 2019). 4.4 Indenture dated May 3, 2017 between Covey Park Energy LLC, Covey Park Finance Corp. and Wells Fargo Bank National Association, as Trustee, for the 7½% Senior Notes due 2025 (incorporated by reference to Exhibit 4.7 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019). 4.5 Supplemental Indenture dated July 16, 2019 among the Company and Wells Fargo Bank, National Association for the 7½% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 15, 2019). 4.6 Supplemental Indenture dated July 16, 2019 among the Company, the Guaranteeing Subsidiaries and Wells Fargo Bank, National Association for the 7½% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated July 15, 2019). 4.7 Instrument of Resignation, Appointment and Acceptance dated as of July 16, 2019 among the Company, the Subsidiary Guarantors named therein, Wells Fargo Bank, N.A. and American Stock Transfer & Trust Company LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated July 15, 2019). 4.8 Indenture dated June 23, 2020 by and among the Company, the Guaranteeing Subsidiaries and American Stock Transfer & Trust Company, LLC for the 9¾% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated June 23, 2020). 4.9 Supplemental Indenture dated June 23, 2020 by and among the Company, the Guaranteeing Subsidiaries and American Stock Transfer & Trust Company, LLC for the 9¾% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated June 23, 2020). 4.10 Certificate of Designations of the Series B Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated July 15, 2019). 4.11 Shareholders Agreement, dated June 7, 2019, by and among the Company, Arkoma Drilling CP, LLC, Williston Drilling CP, LLC, Arkoma Drilling, L.P., Williston Drilling, L.P., New Covey Park Energy LLC and Jerral W. Jones (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated June 10, 2019). 4.12* Description of Securities. 10.1 Amended and Restated Credit Agreement dated as of July 16, 2019, among the Company, Bank of Montreal as Administrative Agent and the lenders party thereto from time to time (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated July 15, 2019). 10.2 First Amendment to Amended and Restated Credit Agreement dated November 27, 2019, by and among the Company, Bank of Montreal as the Administrative Agent and the lenders party thereto from time to time (incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K for Fiscal Year Ended December 31, 2019). 10.3 Borrowing Base Redetermination Agreement and Second Amendment to Amended and Restated Credit Agreement dated May 6, 2020 by and among the Company, Bank of Montreal as Administrative Agent and the lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the Quarter ended March 31, 2020). 10.4 Third Amendment to Amended and Restated Credit Agreement dated June 12, 2020 by and among the Company, Bank of Montreal as Administrative Agent and the lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated June 12, 2020). 10.5 Fourth Amendment to Amended and Restated Credit Agreement dated August 13, 2020 by and among the Company, Bank of Montreal as Administrative Agent and the lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated August 13, 2020). 10.6 Fifth Amendment to Amended and Restated Credit Agreement, dated as of December 4, 2020, by and among the Company, Bank of Montreal as Administrative Agent and the lenders party thereto from time to time (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 8, 2020). 10.7* Sixth Amendment to Amended and Restated Credit Agreement, dated as of February 12, 2021, by and among the Company, Wells Fargo, N.A. as Successor Agent and Bank of Montreal as Predecessor Agent and the lenders party thereto from time to time. 10.8 Amended and Restated Registration Rights Agreement, dated June 7, 2019, by and among the Company, Arkoma Drilling, L.P., Williston Drilling, L.P., Arkoma Drilling CP, LLC, Williston Drilling CP, LLC, New Covey Park Energy LLC and Jerral W. Jones (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated June 7, 2019). 10.9 Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated December 17, 2019, by and among the Company, Arkoma Drilling, L.P., Williston Drilling, L.P. and New Covey Park Energy LLC incorporated by reference to Exhibit 10.3 to our Annual Report on Form 10-K for the year ended December 31, 2019. 10.10# Comstock Resources, Inc. 2019 Long-term Incentive Plan Effective as of May 31, 2019 (incorporated by reference to Exhibit 99 to our Registration Statement on Form S-8 dated June 4, 2019). 48 Exhibit No. Description 10.11# Employment Agreement dated September 7, 2018 by and between the Company and M. Jay Allison (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated September 7, 2018). 10.12# Employment Agreement dated September 7, 2018 by and between the Company and Roland O. Burns (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated September 7, 2018). 10.13# Employment Agreement dated June 22, 2013 by and between the Company (as successor in interest to Covey Park) and David Terry (incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the year ended December 31, 2019). 10.14 Lease between Stonebriar I Office Partners, Ltd., and Comstock Resources, Inc. dated May 6, 2004 (incorporated by reference to Exhibit 10.24 to our Annual Report on Form 10-K for the year ended December 31, 2004). 10.15 First Amendment to the Lease Agreement dated August 25, 2005, between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K for the year ended December 31, 2005). 10.16 Second Amendment to the Lease Agreement dated October 15, 2007 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the year ended December 31, 2008). 10.17 Third Amendment to the Lease Agreement dated September 30, 2008 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K for the year ended December 31, 2008). 10.18 Fourth Amendment to the Lease Agreement dated May 8, 2009 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). 10.19 Fifth Amendment to the Lease Agreement dated June 15, 2011 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011). 10.20* Sixth Amendment to the Lease Agreement dated January 21, 2021 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. 21* Subsidiaries of the Company. 23.1* Consent of Ernst & Young LLP. 23.2* Consent of Independent Petroleum Engineers Lee Keeling and Associates, Inc. 23.3* Consent of Independent Petroleum Engineers Netherland, Sewell & Associates, Inc. 31.1* Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1+ Chief Executive Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002. 32.2+ Chief Financial Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002. 99.1* Report of Lee Keeling and Associates, Inc. on Proved Reserves as of December 31, 2020. 99.2* Report of Netherland, Sewell & Associates, Inc. on Proved Reserves as of December 31, 2020. 99.3* Report of Lee Keeling and Associates, Inc. on Proved Reserves using Alternate Prices as of December 31, 2020. 99.4* Report of Netherland, Sewell & Associates, Inc. on Proved Reserves using Alternate Prices as of December 31, 2020. 101.INS* XBRL Instance Document 101.SCH* XBRL Schema Document 101.CAL* XBRL Calculation Linkbase Document 101.LAB* XBRL Labels Linkbase Document 101.PRE* XBRL Presentation Linkbase Document 101.DEF* XBRL Definition Linkbase Document 104* Cover Page Interactive Data File (embedded within the Inline XBRL document) _______________ * Filed herewith. + Furnished herewith. # Management contract or compensatory plan document. 49 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. By: /s/ M. JAY ALLISON M. Jay Allison Chief Executive Officer Date: February 17, 2021 (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ M. JAY ALLISON Chief Executive Officer and February 17, 2021 M. Jay Allison Chairman of the Board of Directors (Principal Executive Officer) /s/ ROLAND O. BURNS President, Chief Financial Officer, February 17, 2021 Roland O. Burns Secretary and Director (Principal Financial and Accounting Officer) /s/ ELIZABETH B. DAVIS Director February 17, 2021 Elizabeth B. Davis /s/ MORRIS E. FOSTER Director February 17, 2021 Morris E. Foster /s/ JIM L. TURNER Director February 17, 2021 Jim L. Turner 50 COMSTOCK RESOURCES, INC. AND SUBSIDIARIES FINANCIAL STATEMENTS INDEX Report of Independent Registered Public Accounting Firm F- 1 Consolidated Balance Sheets as of December 31, 2019 and 2020 F- 3 Consolidated Statements of Operations For the Period From January 1, 2018 Through August 13, 2018 (Predecessor), For the Period From August 14, 2018 Through December 31, 2018 (Successor) and For the Year s Ended December 31, 2019 and 2020 (Successor) F- 4 Consolidated Statements of Stockholders' Equity F- 5 Consolidated Statements of Cash Flows For the Period From January 1, 2018 Through August 13, 2018 (Predecessor), For the Period From August 14, 2018 Through December 31, 2018 (Successor) and For the Year s Ended December 31, 2019 and 2020 (Successor) F- 6 Notes to Consolidated Financial Statements F- 7 51 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Comstock Resources, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Comstock Resources, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2020, the related consolidated statements of operations, stockholders’ equity, and cash flows for the period from January 1, 2018 through August 13, 2018 (Predecessor), the period from August 14, 2018 through December 31, 2018 (Successor), and each the two years in the period ended December 31, 2020 (Successor), and the related notes (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2020, and the results of its operations and its cash flows for the period from January 1, 2018 through August 13, 2018 (Predecessor), the period from August 14, 2018 through December 31, 2018 (Successor), and each of the two years in the period ended December 31, 2020 (Successor), in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company‘s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 17, 2021 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company‘s management. Our responsibility is to express an opinion on the Company‘s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F-1 Depreciation, Depletion and Amortization of Proved Oil and Gas Properties Description of the Matter At December 31, 2020, the net book value of the Company’s proved oil and gas properties was $3,746 million, and depreciation, depletion and amortization (DD&A) expense was $417 million for the year then ended. As described in Note 1, under the successful efforts method of accounting, capitalized costs of proved properties are depleted using the units-of-production method based on proved reserves, as estimated by the Company’s engineers. Proved oil and gas reserve estimates are based on geological and engineering interpretation and judgment. Significant judgment is required by the Company’s engineers in evaluating geological and engineering data when estimating proved oil and gas reserves. Estimating reserves also requires the selection of inputs, including oil and gas price assumptions, future operating and capital cost assumptions and tax rates by jurisdiction, among others. Because of the complexity involved in estimating oil and gas reserves, management used independent petroleum engineers to audit the estimates prepared by the Company’s engineers as of December 31, 2020. Auditing the Company’s DD&A calculation is especially complex because of the use of the work of the Company’s engineers and the independent petroleum engineers and the evaluation of management’s determination of the inputs described above used by the engineers in estimating proved oil and gas reserves. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over its process to calculate DD&A, including management’s controls over the completeness and accuracy of the financial data provided to the engineers for use in estimating proved oil and gas reserves. Our audit procedures included, among others, evaluating the professional qualifications and objectivity of the Company’s engineers responsible for the preparation of the reserve estimates and the independent petroleum engineers used to audit the estimates. In addition, in assessing whether we can use of the work of the engineers, we evaluated the completeness and accuracy of the financial data and inputs described above used by the engineers in estimating proved oil and gas reserves by agreeing them to source documentation, and we identified and evaluated corroborative and contrary evidence. For proved undeveloped reserves, we evaluated management’s development plan for compliance with SEC requirements. We also tested the mathematical accuracy of the DD&A calculations, including comparing the proved oil and gas reserves amounts used to the Company’s reserve report. /s/ ERNST & YOUNG LLP We have served as the Company ' s auditor since 2003. Dallas, Texas February 17, 2021 F-2 COMSTOCK RESOURCES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, 2019 and 2020 Successor December 31, 2019 December 31, 2020 ASSETS (In thousands) Cash and Cash Equivalents $ 18,532 $ 30,272 Accounts Receivable: Oil and gas sales 120,111 125,016 Joint interest operations 24,761 14,615 From affiliates 35,469 6,155 Derivative Financial Instruments 75,304 8,913 Income Taxes Receivable 5,109 — Other Current Assets 10,399 14,839 Total current assets 289,685 199,810 Property and Equipment: Oil and natural gas properties, successful efforts method: Proved properties 4,077,513 4,647,188 Unproved properties 410,897 332,765 Other property and equipment 6,866 6,858 Accumulated depreciation, depletion and amortization ( 486,473 ) ( 902,261 ) Net property and equipment 4,008,803 4,084,550 Goodwill 335,897 335,897 Income Taxes Receivable 5,109 — Derivative Financial Instruments 13,888 661 Operating Lease Right-of-Use Assets 3,509 3,025 Other Assets 231 40 $ 4,657,122 $ 4,623,983 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts Payable $ 252,994 $ 259,284 Accrued Expenses 137,166 133,019 Operating Leases 1,994 2,284 Derivative Financial Instruments 222 47,005 Total current liabilities 392,376 441,592 Long-term Debt 2,500,132 2,517,149 Deferred Income Taxes 211,772 200,583 Derivative Financial Instruments 4,220 2,364 Long-term Operating Leases 1,515 740 Reserve for Future Abandonment Costs 18,151 19,290 Other Non-current Liabilities 6,351 492 Total liabilities 3,134,517 3,182,210 Commitments and Contingencies Mezzanine Equity: Preferred Stock — 5,000,000 shares authorized, 385,000 shares and 175,000 issued and outstanding at December 31, 2019 and December 31, 2020, respectively: Series A 10 % Convertible Preferred Stock 204,583 — Series B 10 % Convertible Preferred Stock 175,000 175,000 Stockholders' Equity: Common stock—$ 0.50 par, 400,000,000 shares authorized, 190,006,776 and 232,414,718 shares issued and outstanding at December 31, 2019 and December 31, 2020, respectively 95,003 116,206 Additional paid-in capital 909,423 1,095,384 Accumulated earnings 138,596 55,183 Total stockholders' equity 1,143,022 1,266,773 $ 4,657,122 $ 4,623,983 The accompanying notes are an integral part of these statements. F-3 COMSTOCK RESOURCES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Predecessor Successor Period from January 1, 2018 through August 13, 2018 Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands, except per share amounts) Natural gas sales $ 147,897 $ 144,236 $ 635,795 $ 809,399 Oil sales 18,733 79,385 132,894 48,796 Total oil and gas sales 166,630 223,621 768,689 858,195 Operating expenses: Production and ad valorem taxes 5,174 12,413 35,702 36,967 Gathering and transportation 11,841 10,511 71,303 106,582 Lease operating 19,624 19,478 80,762 102,452 Depreciation, depletion and amortization 68,032 53,944 276,526 417,112 General and administrative, net 15,699 11,399 29,244 32,040 Exploration — — 241 27 Loss (gain) on sale of assets 35,438 ( 155 ) 25 ( 17 ) Total operating expenses 155,808 107,590 493,803 695,163 Operating income (loss) 10,822 116,031 274,886 163,032 Other income (expenses): Gain from derivative financial instruments 881 10,465 51,735 9,951 Other income 677 173 622 1,080 Interest expense ( 101,203 ) ( 43,603 ) ( 161,541 ) ( 234,829 ) Loss on early extinguishment of debt — — — ( 861 ) Transaction costs ( 2,866 ) — ( 41,010 ) — Total other income (expenses) ( 102,511 ) ( 32,965 ) ( 150,194 ) ( 224,659 ) Income (loss) before income taxes ( 91,689 ) 83,066 124,692 ( 61,627 ) (Provision for) benefit from income taxes ( 1,065 ) ( 18,944 ) ( 27,803 ) 9,210 Net income (loss) ( 92,754 ) 64,122 96,889 ( 52,417 ) Preferred stock dividends and accretion — — ( 22,415 ) ( 30,996 ) Net income (loss) available to common stockholders $ ( 92,754 ) $ 64,122 $ 74,474 $ ( 83,413 ) Net income (loss) per share – basic and diluted $ ( 6.08 ) $ 0.61 $ 0.52 $ ( 0.39 ) Weighted average shares outstanding: Basic 15,262 105,453 142,750 215,194 Diluted 15,262 105,459 187,378 215,194 The accompanying notes are an integral part of these statements. F-4 COMSTOCK RESOURCES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Common Shares Common Stock- Par Value Common Stock Warrants Additional Paid-in Capital Accumulated Earnings (Deficit) Total (In thousands) Predecessor Company: Balance at December 31, 2017 15,428 $ 7,714 $ 3,557 $ 546,696 $ ( 927,239 ) $ ( 369,272 ) Stock-based compensation 623 311 — 3,601 — 3,912 Income tax withholdings on equity awards ( 53 ) ( 26 ) — ( 343 ) — ( 369 ) Common stock issued for debt conversion 2 1 — 28 — 29 Common stock warrants exercised 379 189 ( 3,247 ) 3,058 — — Net loss — — — — ( 92,754 ) ( 92,754 ) Balance at August 13, 2018 16,379 $ 8,189 $ 310 $ 553,040 $ ( 1,019,993 ) $ ( 458,454 ) Successor Company: Balance at August 13, 2018 16,379 $ 8,189 $ 310 $ 132,032 $ — $ 140,531 Jones Contribution 88,571 44,286 — 315,902 — 360,188 Vesting of equity awards 1,029 514 — 8,312 — 8,826 Income tax withholdings on equity awards ( 547 ) ( 272 ) — ( 4,423 ) — ( 4,695 ) Stock-based compensation 415 207 — 787 — 994 Stock issuance costs — — — ( 395 ) — ( 395 ) Common stock warrants exercised and expired 24 12 ( 310 ) 298 — — Net income — — — — 64,122 64,122 Balance at December 31, 2018 105,871 $ 52,936 $ — $ 452,513 $ 64,122 $ 569,571 Jones Contribution adjustment — — — ( 1,969 ) — ( 1,969 ) Stock-based compensation 841 420 — 3,600 — 4,020 Issuance of common stock 83,333 41,666 — 456,967 — 498,633 Income tax withholdings on equity awards ( 38 ) ( 19 ) — ( 201 ) — ( 220 ) Equity issuance costs — — — ( 1,487 ) — ( 1,487 ) Net income — — — — 96,889 96,889 Preferred stock accretion — — — — ( 4,583 ) ( 4,583 ) Payment of preferred dividends — — — — ( 17,832 ) ( 17,832 ) Balance at December 31, 2019 190,007 $ 95,003 $ — $ 909,423 $ 138,596 $ 1,143,022 Stock-based compensation 431 216 — 6,248 — 6,464 Issuance of common stock 42,092 21,046 — 190,592 — 211,638 Income tax withholdings on equity awards ( 115 ) ( 59 ) — ( 633 ) — ( 692 ) Stock issuance costs — — — ( 10,246 ) — ( 10,246 ) Net loss — — — — ( 52,417 ) ( 52,417 ) Preferred stock accretion — — — — ( 5,417 ) ( 5,417 ) Payment of preferred dividends — — — — ( 25,579 ) ( 25,579 ) Balance at December 31, 2020 232,415 $ 116,206 $ — $ 1,095,384 $ 55,183 $ 1,266,773 The accompanying notes are an integral part of these statements. F-5 COMSTOCK RESOURCES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ ( 92,754 ) $ 64,122 $ 96,889 $ ( 52,417 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Deferred and non-current income taxes 1,052 29,079 28,026 ( 9,409 ) Exploration — — — 27 Loss (gain) on sale of oil and gas properties 35,438 ( 155 ) 25 ( 17 ) Depreciation, depletion and amortization 68,032 53,944 276,526 417,112 Gain from derivative financial instruments ( 881 ) ( 10,465 ) ( 51,735 ) ( 9,951 ) Cash settlements of derivative financial instruments 2,842 ( 5,579 ) 52,684 134,496 Amortization of debt discount, premium and issuance costs 29,457 2,404 16,274 34,038 Interest paid in-kind 25,004 — — — Stock-based compensation 3,912 994 4,020 6,464 Loss on extinguishment of debt — — — 861 Decrease (increase) in accounts receivable 2,834 ( 61,048 ) 3,220 34,555 Decrease (increase) in other current assets 337 ( 12,527 ) 9,823 7,019 Increase in accounts payable and accrued expenses 10,462 41,533 15,485 12,923 Net cash provided by operating activities 85,735 102,302 451,237 575,701 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of Covey Park Energy LLC, net of cash acquired — — ( 693,869 ) — Capital expenditures ( 150,106 ) ( 169,786 ) ( 486,781 ) ( 509,690 ) Advance payments for drilling costs ( 3,692 ) ( 5,644 ) 9,336 ( 1,795 ) Proceeds from sales of oil and gas properties 103,593 13,796 475 287 Net cash used for investing activities ( 50,205 ) ( 161,634 ) ( 1,170,839 ) ( 511,198 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings 865,577 450,000 927,000 157,000 Issuances of senior notes — — — 751,500 Payments to retire debt ( 49,679 ) ( 1,291,352 ) ( 127,000 ) ( 907,000 ) Repayment of Covey Park Energy LLC preferred equity — — ( 533,390 ) — Issuance of common stock — — 300,000 206,626 Issuance of Series B Convertible Preferred Stock — — 175,000 — Redemption of Series A Preferred Convertible Stock — — — ( 210,000 ) Preferred stock dividends paid — — ( 17,832 ) ( 25,580 ) Jones Contribution — 40,736 — — Debt and stock issuance costs ( 18,127 ) ( 6,351 ) ( 8,617 ) ( 24,617 ) Income tax withholdings related to equity awards ( 369 ) ( 4,695 ) ( 220 ) ( 692 ) Net cash provided by (used for) financing activities 797,402 ( 811,662 ) 714,941 ( 52,763 ) Net increase (decrease) in cash and cash equivalents 832,932 ( 870,994 ) ( 4,661 ) 11,740 Cash and cash equivalents, beginning of the year 61,255 894,187 23,193 18,532 Cash and cash equivalents, end of the year $ 894,187 $ 23,193 $ 18,532 $ 30,272 The accompanying notes are an integral part of these statements. F-6 COMSTOCK RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Summary of Significant Accounting Policies Accounting policies used by Comstock Resources, Inc. and subsidiaries reflect oil and natural gas industry practices and conform to accounting principles generally accepted in the United States of America. Basis of Presentation and Principles of Consolidation Comstock Resources, Inc. and its subsidiaries are engaged in the acquisition, exploration, development and production of oil and natural gas. The Company's operations are primarily focused in Texas, Louisiana and North Dakota. The consolidated financial statements include the accounts of Comstock Resources, Inc. and its wholly owned or controlled subsidiaries (collectively, "Comstock" or the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation. The Company accounts for its undivided interest in oil and gas properties using the proportionate consolidation method, whereby its share of assets, liabilities, revenues and expenses are included in its financial statements. 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. Certain amounts in prior periods have been reclassified to conform with current period presentation. Jones Contribution On August 14, 2018, Arkoma Drilling, L.P. and Williston Drilling, L.P. (collectively, the "Jones Partnerships") contributed certain oil and gas properties in North Dakota and Montana (the "Bakken Shale Properties") in exchange for 88,571,429 newly issued shares of common stock representing 84 % of the Company's then outstanding common stock (the "Jones Contribution"). The Jones Partnerships are wholly-owned and controlled by Dallas businessman Jerry Jones and his children (collectively, the "Jones Group"). The Company assessed the Bakken Shale Properties to determine whether they met the definition of a business under US generally accepted accounting principles, determining that they did not meet the definition of a business. As a result, the Jones Contribution was not accounted for as a business combination. Upon the issuance of the shares of Comstock common stock, the Jones Group obtained control over Comstock through their ownership of the Jones Partnerships. Through the Jones Partnerships, the Jones Group owns a majority of the voting common stock as well as the ability to control the composition of the majority of the board of directors of Comstock. As a result of the change of control that occurred upon the issuance of the common stock, the Jones Group controls Comstock and, thereby, continues to control the Bakken Shale Properties. Accordingly, the basis of the Bakken Shale Properties recognized by Comstock is the historical basis of the Jones Group. The historical cost basis of the Bakken Shale properties contributed was $ 397.6 million, which was comprised of $ 554.3 million of capitalized costs less $ 156.7 million of accumulated depletion, depreciation and amortization. The change in control of Comstock resulted in a new basis for Comstock and the Company elected to apply pushdown accounting pursuant to ASC 805, Business Combinations. The new basis was pushed down to Comstock for financial reporting purposes, resulting in Comstock's assets, liabilities and equity accounts being recognized at fair value upon the closing of the Jones Contribution. References to "Successor" or "Successor Company" relate to the financial position and results of operations of the Company subsequent to August 13, 2018. Reference to "Predecessor" or "Predecessor Company" relate to the financial position and results of operations of the Company on or prior to August 13, 2018. The Company's consolidated financial statements and related footnotes are presented with a black line division which delineates the lack of comparability between amounts presented after August 13, 2018 and dates prior thereto. Covey Park Acquisition On July 16, 2019, Comstock acquired Covey Park Energy LLC ("Covey Park") for total consideration of $ 700.0 million of cash, the issuance of Series A Convertible Preferred Stock with a redemption value of $ 210.0 million, and the issuance of 28,833,000 shares of common stock (the "Covey Park Acquisition"). In addition to the consideration paid, Comstock assumed $ 625.0 million of Covey Park's 7.5 % senior notes, repaid $ 380.0 million of F-7 Covey Park's then outstanding borrowings under its bank credit facility and redeemed all of Covey Park's preferred equity for $ 153.4 million. Based on the fair value of the preferred stock issued and the closing price of the Company's common stock of $ 5.82 per share on July 16, 2019, the transaction was valued at approximately $ 2.2 billion. Covey Park's operations were focused primarily in the Haynesville/Bossier shale in East Texas and North Louisiana. Funding for the cash consideration was provided by the sale of 50 million newly issued shares of common stock for $ 300.0 million and 175,000 shares of newly issued Series B Convertible Preferred Stock for $ 175.0 million to the Jones Group and by borrowings under Comstock's bank credit facility and cash on hand. Comstock incurred $ 41.0 million of advisory and legal fees and other acquisition-related costs in connection with the acquisition. These acquisition costs are included in transaction costs in the Company's consolidated statements of operations. The transaction was accounted for as a business combination, using the acquisition method. The purchase price allocation of the assets acquired and liabilities assumed was finalized in the third quarter of 2020. The following table summarizes the original and final purchase price allocations of the assets acquired and liabilities assumed based on their fair values as of the acquisition date: Original Allocation Measurement Period Adjustments Final Allocation (In thousands) Consideration: Cash Paid $ 700,000 $ — $ 700,000 Fair Value of Common Stock Issued 167,808 — 167,808 Fair Value of Series A Preferred Stock Issued 200,000 — 200,000 Total Consideration 1,067,808 — 1,067,808 Liabilities Assumed: Accounts Payable and Accrued Liabilities 129,622 — 129,622 Derivative Financial Instruments 388 — 388 Other Current Liabilities 9,930 706 10,636 Long Term Debt 826,625 — 826,625 Covey Park Preferred Equity 153,390 — 153,390 Non-current Derivative Financial Instruments 186 — 186 Asset Retirement Obligations 5,374 — 5,374 Deferred Income Taxes 23,466 ( 1,780 ) 21,686 Other Non-current Liabilities 9,893 — 9,893 Liabilities Assumed 1,158,874 ( 1,074 ) 1,157,800 Total Consideration and Liabilities Assumed $ 2,226,682 $ ( 1,074 ) $ 2,225,608 Assets Acquired: Cash and Cash Equivalents $ 6,131 $ — $ 6,131 Accounts Receivable 86,285 — 86,285 Current Derivative Financial Instruments 51,004 — 51,004 Other Current Assets 5,511 ( 554 ) 4,957 Proved Oil and Natural Gas Properties 1,818,413 ( 520 ) 1,817,893 Unproved Oil and Natural Gas Properties 237,210 — 237,210 Other Property, Plant and Equipment 2,262 — 2,262 Non-current Derivative Financial Instruments 19,866 — 19,866 Total Assets Acquired $ 2,226,682 $ ( 1,074 ) $ 2,225,608 The Series A Convertible Preferred Stock was issued with a face value of $ 210.0 million. Management retained a third-party valuation firm to assess the fair value of the preferred stock. A yield methodology using Level 2 inputs of the Company's publicly traded debt, including the assumption of Covey Park's 7.5 % senior notes, resulted in a fair value of $ 200.0 million. On May 19, 2020, the Company redeemed the 210,000 outstanding shares of the Series A Convertible Preferred Stock for an aggregate redemption price of $ 210.0 million plus accrued and unpaid dividends of approximately $ 2.9 million. F-8 The fair values determined for accounts receivable, accounts payable, accrued drilling costs and other current liabilities were equivalent to the carrying value due to their short-term nature. The fair value of the proved and unproved oil and natural gas properties was derived from estimated future discounted net cash flows, a Level 3 measurement, based on existing production curves and timing of development of those properties. The key factors used in deriving the estimated future cash flows include estimated recoverable reserves, production rates, future operating and development costs, and future commodity prices. Key inputs to the valuation included average oil prices of $ 74.80 per barrel and average natural gas prices of $ 3.32 per Mcf utilizing a combination of third-party price estimates and management price forecasts as of the acquisition date. The resulting estimated future cash flows from the acquired assets were discounted at rates ranging from 10 % - 25 % depending on risk characteristics of reserve categories acquired. Management utilized the assistance of an independent reserve firm and internal resources to estimate the fair value of the oil and natural gas properties. The fair value measurements of long-term debt were estimated based on market prices and represent Level 2 inputs. The fair value measurements of derivative instruments assumed were determined based on fair value measurements consistent with managements valuation methodologies including implied market volatility, contract terms and prices and discount factors as of the close date. These inputs represent Level 2 inputs. The fair values of commodity derivative instruments in an asset position include a measure of counterparty nonperformance risk and the derivative instruments in a liability position include a measure of the Company's own nonperformance risk, each based on the current published credit default swap rates. The fair value of the asset retirement obligations of $ 5.4 million is included in the oil and natural gas properties with the corresponding liability in the table above. The fair value was based on a discounted cash flow model that included assumptions of current abandonment costs, inflation rates, discount rates and timing of actual abandonment and restoration activities. Due to the inputs and significant assumptions associated with the estimation of asset retirement obligations, the estimates made by management represent Level 3 inputs. The Covey Park Acquisition qualified as a tax free merger whereby the Company acquired carryover tax basis in Covey Park's assets and liabilities, adjusted for differences between the purchase price allocated to the assets acquired and liabilities assumed based on the fair value and the carryover tax basis. The Company's results of operations from the closing date on July 16, 2019 through December 31, 2019 included approximately $ 264.4 million of operating revenues and approximately $ 93.0 million of operating income, excluding general and administrative and interest expenses, attributable to the Covey Park assets. Pro forma Results The pro forma condensed combined financial information for the year ended December 31, 2019 gives effect to the Covey Park Acquisition as if the acquisition had occurred on January 1, 2019. The pro forma condensed combined financial information for year ended December 31, 2018 gives effect to the Covey Park Acquisition and the Jones Contribution as if the transactions had occurred on January 1, 2018. The unaudited pro forma information reflects adjustments for the issuance of the Company's common stock and preferred stock, debt incurred in connection with the transaction, impact of the fair value of properties acquired and related depletion other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings include acquisition-related costs of $ 41.0 million for year ended December 31, 2019 and 2018, respectively. The unaudited pro forma results do not reflect any cost savings or other synergies that may arise in the future. Pro Forma Year Ended December 31, 2018 2019 (In thousands, except per share amounts) Revenues: $ 1,168,585 $ 1,147,290 Net Income $ 180,303 $ 261,406 Net income per share: Basic $ 0.77 $ 1.00 Diluted $ 0.64 $ 0.82 F-9 On November 1, 2019, Comstock acquired a privately held company with producing properties and acreage in the Haynesville shale basin in exchange for 4,500,000 newly issued shares of the Company's common stock. The acquisition qualified as a tax-free reorganization whereby the Company acquired carryover of the sellers inside tax basis and was accounted for as an asset acquisition. Based on the closing price of the Company's common stock of $ 6.85 per share on November 1, 2019, and the recognition of deferred income taxes associated with the acquisition, the transaction was valued at approximately $ 42.3 million. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Changes in the future estimated oil and natural gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analyses could have a significant impact on the future results of operations. Concentration of Credit Risk and Accounts Receivable Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents, accounts receivable and derivative financial instruments. The Company places its cash with high credit quality financial institutions and its derivative financial instruments with financial institutions and other firms that management believes have high credit ratings. Substantially all of the Company's accounts receivable are due from either purchasers of oil and gas or participants in oil and gas wells for which the Company serves as the operator. Generally, operators of oil and gas wells have the right to offset future revenues against unpaid charges related to operated wells. Oil and gas sales are generally unsecured. The Company's policy is to assess 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 provided. Other Current Assets Other current assets at December 31, 2019 and 2020 consist of the following: As of December 31, 2019 2020 (In thousands) Prepaid expenses $ 2,005 $ 1,829 Advance payments for drilling costs — 1,795 Production tax refunds receivable 3,661 7,915 Pipe and oil field equipment inventory 4,503 3,080 Other 230 220 $ 10,399 $ 14,839 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. F-10 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. The following is a reconciliation of the beginning and ending balances for derivative instruments classified as Level 3 in the fair value hierarchy: For the Years Ended December 31, 2019 2020 (In thousands) Balance at beginning of year $ — $ 4,351 Total gains (losses) included in earnings 4,351 15,943 Settlements, net — ( 31,252 ) Transfers out of Level 3 — ( 11,630 ) Balance at end of year $ 4,351 $ ( 22,588 ) The following presents the carrying amounts and the fair values of the Company's financial instruments as of December 31, 2019 and December 31, 2020: For the Years Ended December 31, 2019 2020 Carrying Value Fair Value Carrying Value Fair Value Assets: (In thousands) Commodity-based derivatives (1) $ 89,192 $ 89,192 $ 9,574 $ 9,574 Liabilities: Commodity-based derivatives (1) 4,442 4,442 49,369 49,369 Bank credit facility (2) 1,250,000 1,250,000 500,000 500,000 7 ½% senior notes due 2025 (3) 455,768 534,375 473,728 628,691 9 ¾% senior notes due 2026 (3) 820,057 765,000 1,577,824 1,769,625 _______________ (1) The Company's natural gas price swaps and basis swap agreements, its interest rate swap agreements and its crude oil and natural gas price collars are classified as Level 2 and measured at fair value using a market approach using third party pricing services and other active markets or broker quotes that are readily available in the public markets. The Company's natural gas swaption contracts provide the counterparty the right, but not the obligation, to extend terms of an existing swap on a predetermined dates. Due to the subjectivity of the inputs used to value the counterparty rights in the contracts, these contracts are classified as Level 3 in the fair value hierarchy. (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 December 31, 2019 and 2020, respectively, a Level 1 measurement. Property and Equipment The Company follows the successful efforts method of accounting for its oil and gas properties. Costs incurred to acquire oil and gas leasehold are capitalized. Acquisition costs for proved oil and gas properties, costs of drilling and equipping productive wells, and costs of unsuccessful development wells are capitalized and amortized on an equivalent unit-of-production basis over the life of the remaining related oil and gas reserves. Equivalent units are determined by converting oil to natural gas at the ratio of one barrel of oil for six thousand cubic feet of natural gas. This conversion ratio is not based on the price of oil or natural gas, and there may be a significant difference in price between an equivalent volume of oil versus natural gas. The estimated future costs of dismantlement, restoration, plugging and abandonment of oil and gas properties and related facilities disposal are capitalized when F-11 asset retirement obligations are incurred and amortized as part of depreciation, depletion and amortization expense. Exploration expense includes geological and geophysical expenses and delay rentals related to exploratory oil and gas properties, costs of unsuccessful exploratory drilling and impairments of unproved properties. As of December 31, 2019 and 2020, the unproved properties primarily relate to future drilling locations that were not included in proved undeveloped reserves. Most of these future drilling locations are located on acreage where the reservoir is known to be productive but have been excluded from proved reserves due to uncertainty on whether the wells would be drilled within the next five years as required by SEC rules in order to be included in proved reserves. The costs of unproved properties are transferred to proved oil and gas properties when they are either drilled or they are reflected in proved undeveloped reserves and amortized on an equivalent unit-of-production basis. Costs associated with unevaluated exploratory acreage are periodically assessed for impairment on a property by property basis, and any impairment in value is included in exploration expense. Exploratory drilling costs are initially capitalized as unproved property but charged to expense if and when the well is determined not to have found commercial proved oil and gas reserves. Exploratory drilling costs are evaluated within a one-year period after the completion of drilling. The Company assesses the need for an impairment of the costs capitalized for its proved oil and gas properties when events or changes in circumstances, such as a significant drop in commodity prices, indicate that the Company may not be able to recover its capitalized costs. If impairment is indicated based on undiscounted expected future cash flows attributable to the property, then a provision for impairment is recognized to the extent that net capitalized costs exceed the estimated fair value of the property. The Company determines the fair values of its oil and gas properties using a discounted cash flow model and proved and risk-adjusted probable reserves. Significant Level 3 assumptions associated with the calculation of discounted future cash flows included in the cash flow model include management's outlook for oil and natural gas prices, future oil and natural gas production, production costs, capital expenditures, and the total proved and risk-adjusted probable oil and natural gas reserves expected to be recovered. Management's oil and natural gas price outlook is developed based on third-party longer-term price forecasts as of each measurement date. The expected future net cash flows are discounted using an appropriate discount rate in determining a property's fair value. The oil and natural gas prices used for determining asset impairments will generally differ from those used in the standardized measure of discounted future net cash flows because the standardized measure requires the use of an average price based on the first day of each month of the preceding year. Unproved properties are evaluated for impairment based upon the results of drilling, planned future drilling and the terms of the oil and gas leases. The Company's estimates of undiscounted future net cash flows attributable to its oil and gas properties may change in the future. The primary factors that may affect estimates of future cash flows include future adjustments, both positive and negative, to proved and appropriate risk-adjusted probable oil and natural gas reserves, results of future drilling activities, future prices for oil and natural gas, and increases or decreases in production and capital costs. As a result of these changes, there may be impairments in the carrying values of our oil and gas properties. Other property and equipment consists primarily of computer equipment, furniture and fixtures and an airplane which are depreciated over estimated useful lives ranging from three to 31.5 years on a straight-line basis. Goodwill The Company had goodwill of $ 335.9 million as of December 31, 2019 and 2020 that was recorded in connection with the Jones Contribution. Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets. 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 annual assessment of goodwill on October 1 st of each year. 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. The Company performed its quantitative assessment of goodwill as of October 1, 2020 and determined there was no indication of impairment. F-12 Leases The Company had right-of-use lease assets of $ 3.5 million and $ 3.0 million as of December 31, 2019 and 2020, respectively, related to its corporate office lease, certain office equipment and leased vehicles used in oil and gas operations 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. Comstock contracts for a variety of equipment used in its oil and natural gas exploration and development operations. 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 operations routinely change due to changes in oil and natural gas prices, demand for oil and natural gas, and the overall operating and economic environment. Comstock accordingly manages the terms of its contracts for drilling rigs so as to allow for maximum flexibility in responding to these changing conditions. The Company's rig contracts are presently either for periods of less than one year, or they are on terms that provide for cancellation with 45 days advance notice without a specified expiration date. Accordingly, the Company has elected not to recognize right-of-use lease assets for these rig contracts. The costs associated with drilling rig operations are accounted for under the successful efforts method, which generally require that these costs be capitalized as part of our proved oil and natural gas properties on our balance sheet unless they are incurred on exploration wells that are unsuccessful, in which case they are charged to exploration expense. Lease costs recognized during the twelve months ended December 31, 2020 were as follows: Year Ended December 31, 2019 2020 (In thousands) Operating lease cost included in general and administrative expense $ 1,646 $ 1,665 Operating lease cost included in lease operating expense 396 815 Short-term lease cost (drilling rig costs included in proved oil and gas properties) 20,527 33,334 $ 22,569 $ 35,814 Cash payments for operating leases associated with right-of-use assets included in cash provided by operating activities were $ 2.0 million and $ 2.5 million for the twelve months ended December 31, 2019 and 2020, respectively. As of December 31, 2019 and 2020, the operating leases had a weighted average remaining term of 1.96 years and 1.54 years, respectively, and the weighted-average discount rate used to determine the present value of future operating lease payments was 5.0 % and 4.3 %, respectively. The maturities of Comstock's operating lease obligations are as follows: (In thousands) 2021 $ 2,366 2022 562 2023 196 Total lease payments 3,124 Imputed interest ( 99 ) Total lease liability $ 3,025 F-13 Accrued Expenses Accrued expenses at December 31, 2019 and 2020 consist of the following: As of December 31, 2019 2020 (In thousands) Accrued interest payable $ 39,501 $ 67,265 Accrued drilling costs 42,193 24,959 Accrued transportation costs 26,907 25,353 Accrued transaction costs 10,830 462 Accrued employee compensation 8,653 7,519 Accrued lease operating expenses 4,990 3,466 Other 4,092 3,995 $ 137,166 $ 133,019 Reserve for Future Abandonment Costs The Company's asset retirement obligations relate to future plugging and abandonment costs of its oil and gas properties and related facilities disposal. The Company records a liability in the period in which an asset retirement obligation is incurred, in an amount equal to the estimated fair value of the obligation that is capitalized. Thereafter, this liability is accreted up to the final retirement cost. Accretion of the discount is included as part of depreciation, depletion and amortization in the accompanying consolidated statements of operations. The following table summarizes the changes in the Company's total estimated liability: Year Ended December 31, 2019 2020 (In thousands) Reserve for future abandonment costs at beginning of the year $ 5,136 $ 18,151 Wells acquired 5,700 — New wells placed on production 516 733 Changes in estimates and timing 6,333 ( 699 ) Liabilities settled ( 57 ) ( 80 ) Asset divestitures ( 45 ) — Accretion expense 568 1,185 Reserve for future abandonment costs at end of the year $ 18,151 $ 19,290 Stock-based Compensation The Company has stock-based employee compensation plans under which stock awards, comprised primarily of restricted stock and performance share units, are issued to employees and non-employee directors. The Company follows the fair value-based method in accounting for equity-based compensation. Under the fair value based method, compensation cost is measured at the grant date based on the fair value of the award and is recognized on a straight-line basis over the award vesting period. Segment Reporting The Company presently operates in one business segment, the exploration and production of North American oil and natural gas. Derivative Financial Instruments and Hedging Activities The Company accounts for derivative financial instruments (including derivative instruments embedded in other contracts) as either an asset or liability measured at its fair value. Changes in the fair value of derivatives are recognized currently in earnings and in net cash flows from operating activities. The fair value of derivative F-14 contracts that expire in less than one year are recognized as current assets or liabilities. Those that expire in more than one year are recognized as long-term assets or liabilities. Major Purchasers In the Predecessor Period January 1, 2018 through August 13, 2018 the Company had three major purchasers of its oil and gas production that accounted for 33 %, 22 % and 20 % of its total oil and gas sales. During the Successor Period August 14, 2018 through December 31, 2018, the Company had two major purchasers of its oil and gas production that accounted for 32 % and 18 % of its total oil and natural gas sales. In 2019, the Company had three major purchasers of its oil and gas production that accounted for 19 %, 16 % and 12 % of its total oil and gas sales. In 2020, the Company had four major purchasers of its oil and gas production that accounted for 19 %, 15 %, 15 % and 10 % of its total oil and gas sales. The loss of any of these purchasers would not have a material adverse effect on the Company as there is an available market for its oil and natural gas production from other purchasers. Revenue Recognition and Gas Balancing Comstock produces oil and natural gas and reports revenues separately for each of these two primary products in its statements of operations. Revenues are recognized upon the transfer of produced volumes to the Company's customers, who take control of the volumes and receive all the benefits of ownership upon delivery at designated sales points. Payment is reasonably assured upon delivery of production. All sales are subject to contracts that have commercial substance, contain specific pricing terms, and define the enforceable rights and obligations of both parties. These contracts typically provide for cash settlement within 25 days following each production month and are cancellable upon 30 days' notice by either party for oil and vary for natural gas based upon the terms set out in the confirmations between both parties. Prices for sales of oil and natural gas are generally based upon terms that are common in the oil and gas industry, including index or spot prices, location and quality differentials, as well as market supply and demand conditions. As a result, prices for oil and natural gas routinely fluctuate based on changes in these factors. Each unit of production (barrel of crude oil and thousand cubic feet of natural gas) represents a separate performance obligation under the Company's contracts since each unit has economic benefit on its own and each is priced separately according to the terms of the contracts. Comstock has elected to exclude all taxes from the measurement of transaction prices, and its revenues are reported net of royalties and exclude revenue interests owned by others because the Company acts as an agent when selling crude oil and natural gas, on behalf of royalty owners and working interest owners. Revenue is recorded in the month of production based on an estimate of the Company's share of volumes produced and prices realized. The Company recognizes any differences between estimates and actual amounts received in the month when payment is received. Historically, differences between estimated revenues and actual revenue received have not been significant. The amount of oil or natural gas sold may differ from the amount to which the Company is entitled based on its revenue interests in the properties. The Company did not have any significant imbalance positions at December 31, 2019 or 2020. Sales of oil and natural gas generally occur at or near the wellhead. When sales of oil and gas occur at locations other than the wellhead, the Company accounts for costs incurred to transport the production to the delivery point as gathering and transportation expenses. The Company has recognized accounts receivable of $ 120.1 million and $ 125.0 million as of December 31, 2019 and 2020, respectively, from customers for contracts where performance obligations have been satisfied and an unconditional right to consideration exists. General and Administrative Expenses General and administrative expenses are reported net of reimbursements of overhead costs that are received from working interest owners of the oil and gas properties operated by the Company of $ 8.5 million, $ 4.5 million, $ 16.8 million and $ 24.7 million for the Predecessor Period from January 1, 2018 through August 13, 2018, for the Successor Period from August 14, 2018 through December 31, 2018 and for the years ended December 31, 2019 and 2020, respectively. F-15 Income Taxes The Company accounts for income taxes using the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis, as well as the tax consequences attributable to the future utilization of existing net operating loss and other carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the change in rate is enacted. Earnings Per Share Unvested restricted stock containing nonforfeitable 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. Weighted average shares of unvested restricted stock included in common stock outstanding were as follows: Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 Unvested restricted stock (in thousands) 839 410 685 1,149 Performance share units ("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. Unexercised common stock warrants represent the right to convert the warrants into common stock at an exercise price of $ 0.01 per share. The treasury stock method is used to measure the dilutive effect of unexercised common stock warrants. The shares that would be issuable upon exercise of the conversion right contained in the Company's convertible notes for the Predecessor Period were based on the if-converted method for computing potentially dilutive shares of common stock that could be issued upon conversion. For the year ended December 31, 2019, the Series A and Series B Convertible Preferred Stock issued in connection with the Covey Park Acquisition were convertible into in the aggregate 96,250,000 shares of common stock. For the year ended December 31, 2020, the Series A Convertible Preferred Stock was convertible into 52,500,000 shares of common stock prior to their redemption on May 19, 2020 and the Series B Convertible Preferred Stock is convertible into an aggregate of 43,750,000 shares of common stock at a conversion price of $ 4.00 per share. The dilutive effect of preferred stock is computed using the if-converted method as if conversion of the preferred shares had occurred at the earlier of the date of issuance or the beginning of the period. 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. F-16 A ll stock options, unvested PSUs, warrants exercisable into common stock and contingently issuable shares related to the convertible debt that were anti-dilutive to earnings and excluded from weighted average shares used in the computation of earnings per share were as follows: Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands) Weighted average PSUs 476 328 — 632 Weighted average grant date fair value per unit $ 13.83 $ 12.93 $ — $ 9.33 Weighted average convertible preferred stock — — — 63,832 Weighted average warrants for common stock 142 — — — Weighted average exercise price per share $ 0.01 $ — $ — $ — Weighted average contingently convertible shares 39,819 — — — Weighted average conversion price per share $ 12.32 $ — $ — $ — Basic and diluted earnings per share were determined as follows: Predecessor Successor For the Period January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands, except per share amounts) Net income (loss) attributable to common stockholders $ ( 92,754 ) $ 64,122 $ 74,474 $ ( 83,413 ) Income allocable to unvested restricted shares — ( 248 ) ( 356 ) — Basic net income (loss) attributable to common stockholders $ ( 92,754 ) $ 63,874 $ 74,118 $ ( 83,413 ) Income allocable to convertible preferred stock — — 22,415 — Diluted net income (loss) attributable to common stockholders $ ( 92,754 ) $ 63,874 $ 96,533 $ ( 83,413 ) Basic weighted average shares outstanding 15,262 105,453 142,750 215,194 Effect of dilutive securities: Performance stock units — — 63 — Convertible preferred stock — — 44,565 — Stock warrants — 6 — — Diluted weighted average shares outstanding 15,262 105,459 187,378 215,194 Basic income (loss) per share $ ( 6.08 ) $ 0.61 $ 0.52 $ ( 0.39 ) Diluted income (loss) per share $ ( 6.08 ) $ 0.61 $ 0.52 $ ( 0.39 ) Basic and diluted per share amounts are the same for the Predecessor Period and the year ended December 31, 2020 due to the net loss in those periods. Supplementary Information With Respect to the Consolidated Statements of Cash Flows For the purpose of the consolidated statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. F-17 Cash payments made for interest and income taxes and other non-cash investing and financing activities were as follows: Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands) Cash payments for: Interest payments $ 36,187 $ 8,042 $ 149,039 $ 228,555 Income tax (payments) refunds $ ( 2 ) $ — $ ( 2 ) $ 10,218 Non-cash investing activities include: Increase (decrease) in accrued capital expenditures $ ( 3,255 ) $ 15,301 $ 24,273 $ ( 17,234 ) Liabilities assumed in exchange for right-of-use lease assets $ — $ — $ 5,372 $ 1,761 Non-cash investing and financing activities related to acquisitions Issuance of common stock $ — $ 760,829 $ 198,633 $ — Issuance of Series A Convertible Preferred Stock $ — $ — $ 200,000 $ — Assumed 7 ½% senior notes $ — $ — $ 446,625 $ — Acquired working capital $ — $ 36,351 $ 41,365 $ 520 Non-cash financing activities include: Retirement of debt in exchange for common stock $ — $ — $ — $ ( 4,151 ) Issuance of common stock in exchange for debt $ — $ — $ — $ 5,012 The Company paid $ 25.0 million of interest in-kind on its convertible notes in the Predecessor Period from January 1, 2018 through August 13, 2018. Recent accounting pronouncements In January 2017, the FASB issued Accounting Standards Update No. 2017-4 (ASU 2017-4) "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." ASU 2017-4 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-4 was effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 and early adoption was permitted. We implemented ASU 2017-4 when we performed our annual impairment assessment during the fourth quarter of 2020 and it did not have a significant effect on our results of operations, liquidity or financial position. In June 2016, The FASB issued Accounting Standards Update ASU No. 2016-13 ("ASU 2016-13") that amends guidance on reporting credit losses for trade receivables, net investments in leases, debt securities, loans and certain other instruments. ASU 2016-13 requires the use of a forward-looking expected loss model as opposed to existing incurred loss recognition. The update was effective for us beginning in 2020. The guidance required a cumulative-effect adjustment to the statement of financial position as of the beginning of the first reporting period in which the standard is effective. We implemented ASU 2016-13 and concluded there was no cumulative-effect adjustment required as of January 1, 2020. The implementation of ASU 2016-13 did not have a material impact on our results of operations, financial position and financial disclosures . (2) Acquisitions and Dispositions of Oil and Gas Properties In April 2018, Comstock sold its producing Eagle Ford shale oil and gas properties for $ 106.4 million and retained the undeveloped acreage. The Company recognized a loss on sale of these properties of $ 32.7 million during the Predecessor Period from January 1, 2018 through August 13, 2018. F-18 Results of operations for the properties that were sold during the Predecessor Period from January 1 through August 13, 2018 were as follows: Predecessor For the Period from January 1, 2018 through August 13, 2018 (In thousands) Total oil and gas sales $ 17,747 Total operating expenses (1) ( 6,134 ) Operating income $ 11,613 _______________ (1) Includes direct operating expenses, depreciation, depletion and amortization and exploration expense. Excludes interest expense, general and administrative expenses and depreciation, depletion and amortization expense subsequent to the date the assets were designated as held for sale. On July 31, 2018, the Company acquired oil and gas properties in North Louisiana and Texas for $ 41.5 million. These properties included 22,559 acres ( 12,085 net) and 114 producing natural gas wells ( 27.8 net), 47 ( 14.6 net) of which produce from the Haynesville shale. On August 14, 2018, as part of the Jones Contribution, the strategic drilling venture previously entered into by the Company and Arkoma Drilling, LP was terminated and Comstock re-acquired working interests in wells drilled under the joint venture for $ 17.9 million, representing the costs paid by Arkoma Drilling, LP. On September 21, 2018, the Company entered into a joint development venture with an affiliate of USG Properties Haynesville, LLC by contributing its undeveloped Eagle Ford shale acreage. Under the joint development venture, Comstock can participate in drilling wells on the undeveloped acreage and can participate in any in-fill wells or refracs of existing wells on acreage owned by the joint venture partner. Comstock subsequently sold a portion of the undeveloped acreage in the joint venture for proceeds of $ 13.7 million in September 2018. On December 19, 2018, the Company entered into an agreement to acquire 5,301 net acres in Harrison and Panola counties, Texas. The Company will pay $ 20.5 million over a four years period by providing a 12 % carried interest in each well drilled by Comstock on the acreage. On July 16, 2019, the Company acquired Covey Park Energy LLC, for consideration valued at approximately $ 2.2 billion. The acquisition included 317,142 acres ( 248,196 net) with 1,230 producing natural gas wells ( 712.0 net), 844 ( 383.0 net) of which produce from the Haynesville/Bossier shales. On November 1, 2019, the Company acquired a privately held company in exchange for 4.5 million newly- issued shares of the Company's common stock. The properties acquired included 7,702 acres ( 3,155 net) and 75 producing natural gas wells ( 20.1 net), 36 ( 11.7 net) of which produce from the Haynesville shale. During 2020, the Company leased 13,519 net acres for a total lease cost of $ 7.9 million. F-19 (3) Oil and Gas Producing Activities Set forth below is certain information regarding the aggregate capitalized costs of oil and gas properties and costs incurred by the Company for its oil and natural gas property acquisition, development and exploration activities: Capitalized Costs As of December 31, 2019 2020 (In thousands) Proved properties: Leasehold costs $ 2,912,196 $ 3,010,760 Wells and related equipment and facilities 1,165,317 1,636,428 Accumulated depreciation depletion and amortization ( 485,851 ) ( 901,003 ) 3,591,662 3,746,185 Unproved properties 410,897 332,765 $ 4,002,559 $ 4,078,950 Costs Incurred Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands) Property acquisitions $ 39,323 $ 21,013 $ 2,097,451 $ — Exploration and development: Exploratory leasehold costs — — — 7,949 Development leasehold costs 2,848 1,715 7,603 13,022 Development drilling and completion costs 90,840 148,745 493,625 436,074 Other development costs 13,871 13,612 9,339 34,525 Total capital expenditures $ 146,882 $ 185,085 $ 2,608,018 $ 491,570 (4) Long-term Debt Long-term debt is comprised of the following: As of December 31, 2019 2020 (In thousands) 7 ½% Senior Notes due 2025: Principal $ 625,000 $ 619,400 Discount, net of amortization ( 169,232 ) ( 145,672 ) 9 ¾% Senior Notes due 2026: Principal 850,000 1,650,000 Discount, net of amortization ( 29,943 ) ( 72,176 ) Bank Credit Facility: Principal 1,250,000 500,000 Debt issuance costs, net of amortization ( 25,693 ) ( 34,403 ) $ 2,500,132 $ 2,517,149 F-20 The discounts on the senior notes are being amortized over the lives of the senior notes using the effective interest rate method. Issuance costs are amortized over the lives of the senior notes on a straight-line basis which approximates the amortization that would be calculated using an effective interest rate method. The following table summarizes Comstock's principal amount of debt as of December 31, 2020 by year of maturity: 2021 2022 2023 2024 2025 Thereafter Total (In thousands) Bank credit facility $ — $ — $ — $ 500,000 $ — $ — $ 500,000 7 ½% Senior Notes Due 2025 — — — — 619,400 — 619,400 9 ¾% Senior Notes Due 2026 — — — — — 1,650,000 1,650,000 $ — $ — $ — $ 500,000 $ 619,400 $ 1,650,000 $ 2,769,400 On August 14, 2018, the Company entered into a bank credit facility with Bank of Montreal, as administrative agent, and certain participating banks. The bank credit facility was subject to a borrowing base of $ 700.0 million. Concurrent with the closing of the Covey Park Acquisition, the bank credit facility was amended and restated to provide for a $ 1.6 billion borrowing base which is re-determined on a semi-annual basis and upon the occurrence of certain other events. The maturity date was extended to July 16, 2024. The borrowing base was re-determined at $ 1.4 billion during 2020. Borrowings under the bank credit facility are secured by substantially all of the assets of the Company and its subsidiaries and bear interest at the Company's option, at either LIBOR plus 2.25 % to 3.25 % or a base rate plus 1.25 % to 2.25 %, in each case depending on the utilization of the borrowing base. The Company also pays a commitment fee of 0.375 % to 0.5 % on the unused borrowing base. The weighted average interest rate on borrowings under the bank credit facility were 3.48 % and 4.69 % as of December 31, 2020 and 2019, respectively. 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 last twelve month leverage ratio of less than 4.0 to 1.0 and an adjusted current ratio of at least 1.0 to 1.0 . The Company was in compliance with the covenants as of December 31, 2020. On February 12, 2021, Wells Fargo Bank was appointed administrative agent. In connection with the Jones Contribution, the Company completed a series of refinancing transactions to retire all of its then-outstanding senior secured and unsecured convertible notes. On August 3, 2018, the Company issued $ 850.0 million principal amount of its 9 ¾% Senior Notes due 2026 in an underwritten offering and received proceeds of $ 815.9 million. Interest on the senior notes is payable on February 15 and August 15 at an annual rate of 9.75 % and the senior notes mature on August 15, 2026. As a part of the Covey Park Acquisition, the Company assumed $ 625.0 million of senior notes. The fair market value of the notes at the closing was $ 446.6 million. Interest on the assumed notes is payable on May 15 and November 15 at an annual rate of 7.5 %. These senior notes mature on May 15, 2025. In May 2020, the Company exchanged 767,096 shares of its common stock, valued at approximately $ 5.0 million, to retire $ 5.6 million aggregate principal amount of the Company's 7 ½% Senior Notes due 2025, which had a carrying value of $ 4.2 million. As a result, the Company recognized a $ 0.9 million loss on early retirement of debt in 2020. On June 23, 2020, the Company issued $ 500.0 million principal amount of its 9 ¾% Senior Notes due 2026 in an underwritten offering and received net proceeds of $ 441.1 million, which were used to repay borrowings under the Company's bank credit facility. On August 19, 2020, the Company issued an additional $ 300.0 million principal amount of its 9 ¾% Senior Notes due 2026 in an underwritten offering and received net proceeds of $ 296.4 million, which were used to further repay borrowings under the Company's bank credit facility. F-21 (5) Commitments and Contingencies The Company has entered into natural gas transportation contracts which extend to 2031. Commitments under these contracts are $ 21.5 million for 2021, $ 31.2 million for 2022 and $ 24.8 million for 2023 through 2030. The Company has drilling rig contracts and completion service contracts. Terms of drilling contracts vary from well to well, or are for periods of less than one year . The service contracts are generally cancellable with 45 days notice. Existing commitments under these contracts is $ 6.0 million as of December 31, 2020. From time to time, the Company is involved in certain litigation that arise 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 adverse effect on the Company's financial position, results of operations or cash flows and no material amounts are accrued relative to these matters at December 31, 2019 or 2020. (6) Convertible Preferred Stock In connection with the Covey Park Acquisition, the Company issued 210,000 shares of Series A Convertible Preferred Stock with a face value of $ 210.0 million and a fair value of $ 200.0 million as part of the consideration for the acquisition and sold 175,000 shares of Series B Convertible Preferred Stock for $ 175.0 million to its majority stockholder. On May 19, 2020, the Company redeemed all of the outstanding shares of the Series A Convertible Preferred Stock for an aggregate redemption price of $ 210.0 million plus accrued and unpaid dividends of approximately $ 2.9 million. The holder of the Series B Convertible Preferred Stock is entitled to receive quarterly dividends at a rate of 10 % per annum, which are paid in arrears. The holder may convert any or all shares of such preferred stock into shares of the Company's common stock at a conversion price of $ 4.00 per share, or an aggregate of 43,750,000 shares of the Company's common stock at $ 4.00 per share, subject to adjustment pursuant to customary anti-dilution provisions. The Company has the right to redeem the Series B Convertible Preferred Stock at any time at face value plus accrued dividends. The Series B Convertible Preferred Stock is classified as mezzanine equity based on the majority stockholder's ability to control the terms of conversion to common stock. (7) Stockholders' Equity During 2018, warrants were exercised for 402,708 shares of common stock and 11,955 warrants expired without being exercised on September 7, 2018. On July 16, 2019, the Company amended its Second Amended and Restated Articles of Incorporation to increase its authorized capital to 405,000,000 shares, of which 400,000,000 shares are common stock, $ 0.50 par value per share, and 5,000,000 are preferred stock, $ 10.00 par value per share. In May 2020, the Company completed an underwritten public offering of its common stock pursuant to which it issued and sold 41,325,000 shares for net proceeds after offering costs of $ 196.5 million. The proceeds of the offering were used toward the redemption of the Series A Convertible Preferred Stock. (8) Stock-based Compensation The Company grants restricted shares of common stock and PSUs to key employees and directors as part of their compensation. Grants are made pursuant to the Company's 2019 Long-term Incentive Plan (the "2019 Plan"), which was approved by the Company's shareholders on May 31, 2019. Future awards of performance share units, restricted stock grants or other equity awards available under the 2019 Plan as of December 31, 2020 were 4,776,556 shares of common stock. Stock-based compensation expense is included in general and administrative expenses. During the Predecessor Period from January 1, 2018 through August 13, 2018 the Company had $ 3.9 million in stock-based compensation expense. For the Successor Period from August 14, 2018 through December 31, 2018, and during the years ended December 31, 2019 and 2020 the Company had $ 1.0 million, $ 4.0 million and $ 6.5 million, respectively, in stock-based compensation expense. F-22 Restricted Stock The fair value of restricted stock grants is amortized over the vesting period, generally one year to three years , using the straight-line method. The fair value of each restricted share on the date of grant is equal to the market price of a share of the Company's stock. A summary of restricted stock activity is presented below: Number of Restricted Shares Weighted Average Grant Price Outstanding at January 1, 2020 1,092,309 $ 6.11 Granted 514,258 $ 5.38 Vested ( 484,647 ) $ 6.11 Forfeitures ( 83,914 ) $ 5.43 Outstanding at December 31, 2020 1,038,006 $ 5.80 Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands, except per share data) Fair value of vested restricted stock $ 2,676 $ 3,541 $ 925 $ 2,852 Per share weighted average fair value $ 8.51 $ 8.70 $ 5.40 $ 5.38 Compensation expense recognized for restricted stock grants $ 2,262 $ 451 $ 2,121 $ 3,247 Unrecognized compensation expense related to unvested shares $ 4,564 Expected recognition period 1.8 years Performance Share Units The Company issues PSUs as part of its long-term equity incentive compensation. PSU awards can result in the issuance of common stock to the holder if certain performance criteria are met during a performance period. The performance periods consist of three years. The performance criteria for the PSUs are based on the Company's annualized total stockholder return ("TSR") for the performance period as compared with the TSR of certain peer companies for the performance period. The costs associated with PSUs are recognized as general and administrative expense over the performance periods of the awards. The fair value of PSUs was measured at the grant date using the Geometric Brownian Motion Model ("GBM Model"). Significant assumptions used in this simulation include the Company's expected volatility and a risk-free interest rate based on U.S. Treasury yield curve rates with maturities consistent with the vesting periods, as well as the volatilities for each of the Company's peers. Assumptions regarding volatility included the historical volatility of each company's stock and the implied volatilities of publicly traded stock options. Significant assumptions used to value PSUs included: Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 Risk free interest rate 2.3 % 2.7 % 1.5 % 0.3 % Range of implied volatility: Minimum 42 % 30 % 32 % 39 % Maximum 146 % 88 % 84 % 198 % F-23 A summary of PSU activity is presented below: Number of PSUs Weighted Average Grant Price Outstanding at January 1, 2020 931,890 $ 9.56 Granted 232,088 $ 8.37 Forfeitures ( 27,490 ) $ 8.91 Outstanding at December 31, 2020 1,136,488 $ 9.33 Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands, except per unit data) Number of PSUs granted 361 336 619 232 Grant date fair value $ 4,517 $ 4,339 $ 4,857 $ 1,943 Grant date fair value per unit $ 12.52 $ 12.93 $ 7.85 $ 8.37 Compensation expense recognized for PSUs $ 1,651 $ 543 $ 1,899 $ 3,217 Unrecognized compensation expense related to unvested shares $ 4,945 Expected recognition period 1.7 years The fair value of PSUs is amortized over the vesting period of three years , using the straight-line method. The final number of shares of common stock issued may vary depending upon the performance multiplier, and can result in the issuance of zero to 2,272,976 shares of common stock based on the achieved performance ranges from zero to two . During the Predecessor Period from January 1, 2018 through August 13, 2018, 85,987 PSUs were earned and converted into restricted stock. The change of control that occurred due to the Jones Contribution resulted in the vesting of all then outstanding performance share units on August 14, 2018 at the maximum amount that could be earned, and a total of 1,028,672 shares of common stock were issued related to the earned PSUs with a fair value of $ 8.8 million. (9) Retirement Plan The Company has a 401(k) profit sharing plan which covers all of its employees. At its discretion, Comstock may match the employees' contributions to the plan. Matching contributions to the plan were approximately $ 508,000 , $ 252,000 , $ 1,041,000 and $ 1,261,000 for the Predecessor Period from January 1, 2018 through August 13, 2018, the Successor Period from August 14, 2018 through December 31, 2018 and the years ended December 31, 2019 and 2020, respectively. (10) 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. F-24 The following is an analysis of the consolidated income tax provision (benefit): Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands) Current - Federal $ — $ ( 1,349 ) $ — $ — Current - State 13 82 ( 223 ) ( 154 ) Deferred - Federal 2,412 16,406 27,550 ( 12,037 ) Deferred - State ( 1,360 ) 3,805 476 2,981 $ 1,065 $ 18,944 $ 27,803 $ ( 9,210 ) 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 Tax Cuts and Jobs Act, which was enacted on December 22, 2017, reduced the corporate income tax rate effective January 1, 2018 from 35% to 21%. Among the other significant tax law changes that potentially affect the Company are the elimination of the corporate alternative minimum tax ("AMT"), changes that require operating losses incurred in 2018 and beyond be carried forward indefinitely with no carryback up to 80 % of taxable income in a given year, and limitations on the deduction for interest expense incurred in 2018 or later of up to 30 % of its adjusted taxable income (defined as taxable income before interest and net operating losses) for the taxable year. For the tax years beginning before January 1, 2022, the adjusted taxable income for these purposes is also adjusted to exclude the impact of depreciation, depletion and amortization. The Tax Cuts and Jobs Act preserved deductibility of intangible drilling costs for federal income tax purposes, which allows the Company to deduct a portion of drilling costs in the year incurred and minimizes current taxes payable in periods of taxable income. In December 31, 2018, the Company completed its accounting for the tax effects of enactment of the Tax Cuts and Jobs Act. The Tax Cuts and Jobs Act repealed the AMT for tax years beginning on or after January 1, 2018 and provides that existing AMT credit carryforwards can be utilized to offset federal taxes for any taxable year. Due to tax law enacted in 2020 with the Coronavirus Aid, Relief and Economic Security ("CARES") Act, the Company received $ 10.2 million in refunds for outstanding AMT carryforwards in 2020. F-25 T he tax effects of significant temporary differences representing the net deferred tax liability at December 31, 2019 and 2020 were as follows: 2019 2020 (In thousands) Deferred tax assets: Asset retirement obligation $ 3,812 $ 4,061 Net operating loss carryforwards 51,656 59,335 Interest expense limitation 62,552 55,026 Unrealized hedging losses — 10,452 Other 9,022 5,661 127,042 134,535 Valuation allowance on deferred tax assets ( 16,876 ) ( 15,964 ) Deferred tax assets 110,166 118,571 Deferred tax liabilities: Property and equipment ( 269,587 ) ( 283,959 ) Unrealized hedging income ( 10,763 ) — Bond discount ( 37,458 ) ( 30,591 ) Other ( 4,130 ) ( 4,604 ) Deferred tax liabilities ( 321,938 ) ( 319,154 ) Net deferred tax liability $ ( 211,772 ) $ ( 200,583 ) The difference between the customary rate of 21% and the effective tax rate on income (losses) is due to the following: Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands) Tax at statutory rate $ ( 19,255 ) $ 17,444 $ 26,185 $ ( 12,941 ) Tax effect of: Alternative minimum tax — ( 1,349 ) — — Valuation allowance on deferred tax assets 22,053 ( 903 ) ( 494 ) ( 919 ) State income taxes, net of federal benefit ( 3,599 ) 3,863 ( 499 ) 3,746 Nondeductible transaction costs — — 1,417 — Nondeductible stock-based compensation 668 ( 120 ) 886 1,109 Other 1,198 9 308 ( 205 ) Total $ 1,065 $ 18,944 $ 27,803 $ ( 9,210 ) F-26 Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 Tax at statutory rate 21.0 % 21.0 % 21.0 % 21.0 % Tax effect of: Alternative minimum tax — ( 1.6 ) — — Valuation allowance on deferred tax assets ( 24.1 ) ( 1.1 ) ( 0.4 ) 1.5 State income taxes, net of federal benefit 3.9 4.7 ( 0.4 ) ( 6.1 ) Nondeductible transaction costs — — 1.1 — Nondeductible stock-based compensation ( 0.7 ) ( 0.1 ) 0.7 ( 1.8 ) Other ( 1.3 ) — 0.3 0.3 Effective tax rate ( 1.2 ) % 22.9 % 22.3 % 14.9 % At December 31, 2020, Comstock had the following carryforwards available to reduce future income taxes: Types of Carryforward Years of Expiration Carryforward Amount (In thousands) Net operating loss – U.S. federal 2021-2037 $ 899,953 Net operating loss – U.S. federal Unlimited $ 6,492 Net operating loss – state taxes 2021-2037 $ 1,552,582 Interest expense – U.S. federal Unlimited $ 262,069 Interest expense – state taxes Unlimited $ 264,878 The shares of common stock issued as a result of the Jones Contribution triggered an ownership change under Section 382 of the Internal Revenue Code. As a result, the Company's ability to use net operating losses ("NOLs") generated before the change in control to reduce taxable income is generally limited to an annual amount based on the fair market value of its stock immediately prior to the ownership change multiplied by the long-term tax-exempt interest rate. The Company's NOLs are estimated to be limited to $ 3.3 million a year as a result of this limitation. In addition to this limitation, IRC Section 382 provides that a corporation with a net unrealized built-in gain immediately before an ownership change may increase its limitation by the amount of built-in gain recognized during a recognition period, which is generally the five-year period immediately following an ownership change. Based on the fair market value of the Company's common stock immediately prior to the ownership change, Comstock believes that it has a net unrealized built-in gain which will increase the Section 382 limitation during the five-year recognition period. NOLs that exceed the Section 382 limitation in any year continue to be allowed as carry forwards until they expire and can be used to offset taxable income for years within the carryover period subject to the limitation in each year. NOLs incurred prior to 2018 generally have a 20-year life until they expire. NOLs generated in 2018 and after would be carried forward indefinitely. Comstock's use of new NOLs arising after the date of an ownership change would not be affected by the 382 limitation. If the Company does not generate a sufficient level of taxable income prior to the expiration of the pre-2018 NOL carry-forward periods, then it will lose the ability to apply those NOLs as offsets to future taxable income. The Company estimates that $ 844.6 million of the U.S. federal NOL carryforwards and $ 1.4 billion of the estimated state NOL carryforwards will expire unused. F-27 The Company's federal income tax returns for the years subsequent to December 31, 2015 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, 2017. The Company currently 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 upon 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. (11) Derivative Financial Instruments and Hedging Activities Comstock uses commodity swaps, basis swaps, collars and swaptions to hedge oil and natural gas prices to manage price risk. Swaps are settled monthly based on differences between the prices specified in the instruments and the settlement prices of futures contracts. Generally, when the applicable settlement price is less than the price specified in the contract, Comstock receives a settlement from the counterparty based on the difference multiplied by the volume or amounts hedged. Similarly, when the applicable settlement price exceeds the price specified in the contract, Comstock pays the counterparty based on the difference. Comstock generally receives a settlement from the counterparty for floors when the applicable settlement price is less than the price specified in the contract, which is based on the difference multiplied by the volumes hedged. For collars, generally Comstock receives a settlement from the counterparty when the settlement price is below the floor and pays a settlement to the counterparty when the settlement price exceeds the cap. No settlement occurs when the settlement price falls between the floor and cap. Swaptions are a combined derivative which includes a fixed price swap and a sold option to extend the volume hedged. 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 are designated as cash flow hedges. The Company recognizes cash settlements and changes in the fair value of its derivative financial instruments as a single component of other income (expenses). All of Comstock's natural gas derivative financial instruments are tied to the Henry Hub-NYMEX price index and all of its oil derivative financial instruments are tied to the WTI-NYMEX index price. Basis swaps are tied to Henry Hub. F-28 The Company had the following outstanding commodity-based derivative financial instruments, excluding basis swaps which are discussed separately below, at December 31, 2020: 2021 2022 Total Natural Gas Swap Contracts: Volume (MMBtu) 197,383,140 (1) 10,950,000 208,333,140 Average Price per MMBtu $ 2.54 (1) $ 2.53 $ 2.54 Natural Gas Collar Contracts: Volume (MMBtu) 115,050,000 5,400,000 120,450,000 Price per MMBtu: Average Ceiling $ 2.97 $ 3.48 $ 2.99 Average Floor $ 2.46 $ 2.53 $ 2.46 Natural Gas Swaptions Contracts: Volume (MMBtu) 16,500,000 (2) 49,200,000 (3) 65,700,000 Average Price per MMBtu $ 2.50 (2) $ 2.51 (3) $ 2.51 Crude Oil Collar Contracts: Volume (Bbls) 182,500 — 182,500 Price per Barrel: Average Ceiling $ 45.00 $ — $ 45.00 Average Floor $ 40.00 $ — $ 40.00 _______________ (1) 2021 natural gas price swap contracts include 49,200,000 MMBtu at an average price of $ 2.51 that are part of certain natural gas price swaption contracts which include a call to extend the price swap by the counterparty as described in (3) below. (2) The counterparties have the right to exercise a call option, which expires in March 2021, to enter into a price swap with the Company on 16,500,000 MMBtu in 2021 at an average price of $ 2.50 . (3) The counterparties have the right to exercise a call option to enter into a price swap with the Company on 49,200,000 MMBtu in 2022 at an average price of $ 2.51 . The call option expires for 5,400,000 MMBtu at an average price of $ 2.50 in March 2021; for 36,500,000 MMBtu at an average price of $ 2.52 in October 2021 and 7,300,000 MMBtu at an average price of $ 2.50 in November 2021. In addition to the swaps, collars and swaptions above, at December 31, 2020, the Company has basis swap contracts that fix the differentials between NYMEX Henry Hub and Houston Ship Channel indices. These contracts settle monthly through December 2022 on a total volume of 25,550,000 MMBtu. The fair value of these contracts was a net asset of $ 1.0 million at December 31, 2020. The Company has interest rate swap agreements that fix LIBOR at 0.33 % for $ 500.0 million of its floating rate long-term debt. These contracts settle monthly through April 2023. The fair value of these contracts was a net liability of $ 2.1 million at December 31, 2020. Subsequent to December 31, 2020, the Company added natural gas collar contracts to hedge 32,880,000 MMBtu of natural gas production from July 2021 to December 2022 at an average ceiling price of $ 3.20 per MMBtu and an average floor price of $ 2.50 per MMBtu and added natural gas swap contracts to hedge 7,300,000 MMBtu of natural gas production from January 2022 to December 2022 at an average price of $ 2.70 per MMBtu. The Company also added oil collar contracts to hedge 349,500 Bbls of oil production from January 2021 to December 2021 at an average ceiling price of $ 54.96 per Bbl and an average floor price of $ 42.39 per Bbl. F-29 The aggregate fair value of the Company's derivative financial instruments are presented on a gross basis in the accompanying consolidated balance sheets. The classification of derivative financial instruments between assets and liabilities, consists of the following: As of December 31, Type Consolidated Balance Sheet Location 2019 2020 (in thousands) Asset Derivative Financial Instruments: Natural gas price derivatives Derivative Financial Instruments – current $ 75,123 $ 8,913 Oil price derivatives Derivative Financial Instruments – current 181 — $ 75,304 $ 8,913 Natural gas price derivatives Derivative Financial Instruments – long-term $ 13,888 $ 661 Liability Derivative Financial Instruments: Natural gas price derivatives Derivative Financial Instruments – current $ — $ 45,158 Oil price derivatives Derivative Financial Instruments – current 222 831 Interest rate derivatives Derivative Financial Instruments – current — 1,016 $ 222 $ 47,005 Natural gas price derivatives Derivative Financial Instruments – long-term $ 4,220 $ 1,308 Oil price derivatives Derivative Financial Instruments – long-term — — Interest rate derivatives Derivative Financial Instruments – long-term — 1,056 $ 4,220 $ 2,364 Gains and losses related to the change in the fair value of the Company's derivative contracts recognized in the consolidated statement of operations were as follows: Predecessor Successor Gain/(Loss) Recognized in Earnings on Derivatives For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands) Natural gas price derivatives $ 881 $ 528 $ 60,694 $ 353 Oil price derivatives — 9,937 ( 8,959 ) 12,059 Interest rate derivatives — — — ( 2,461 ) $ 881 $ 10,465 $ 51,735 $ 9,951 (12) Related Party Transactions In February 2019, Comstock sold certain leases covering 1,464 undeveloped net acres in Caddo Parish, Louisiana for $ 5.9 million to a partnership owned by the Company's majority stockholder. The proceeds from the sale were used to fund the purchase of a like number of net acres from a third party for $ 5.9 million. The acreage acquired was in part the acreage sold to the partnership or acreage in the same area. The purchase price paid per net acre was determined by the price paid by the Company to the third party. The Company operates and owns working interests in these properties along with the partnership owned by the majority stockholder. Comstock also drills and operates certain other properties for the partnership that the Company does not own working interest in. Comstock charges the partnership for the costs incurred to drill and operate the wells as well as drilling and operating overhead fees that it charges other working interest owners. Comstock also provides natural gas marketing services to the partnership, including evaluating potential markets and providing hedging services, and receives a fee equal to $ 0.02 per Mcf for natural gas marketed. Comstock F-30 received $ 134,000 and $ 718,000 in 2019 and 2020, respectively, for operating and marketing services provided to the partnership. Comstock had a $ 6.2 million receivable from the partnership at December 31, 2020, which was collected in full in February 2021. In addition, derivative financial instruments at December 31, 2020 included a $ 2.0 million payable for oil and natural gas price hedging contracts that the Company has entered into with the partnership. (13) Oil and Gas Reserves Information (Unaudited) Set forth below is a summary of the Company's proved oil and natural gas reserves: Predecessor Successor Period from January 1, 2018 through August 13, 2018 Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 Oil (MBbls) Natural Gas (MMcf) Oil (MBbls) Natural Gas (MMcf) Oil (MBbls) Natural Gas (MMcf) Oil (MBbls) Natural Gas (MMcf) Proved Reserves: Beginning of period (1) 7,552 1,116,956 28,994 2,246,501 23,612 2,282,758 16,747 5,341,497 Revisions of previous estimates 4 17,778 5 23,949 ( 4,621 ) 62,697 ( 4,241 ) 306,552 Extensions and discoveries 5,651 950,032 — 30,126 259 315,286 2 365,663 Acquisitions of minerals in place — 220,088 — 33,612 240 3,023,109 — — Sales of minerals in place ( 6,870 ) ( 54,341 ) ( 4,002 ) ( 6,399 ) ( 58 ) ( 49,520 ) — — Production ( 287 ) ( 55,240 ) ( 1,385 ) ( 45,031 ) ( 2,685 ) ( 292,833 ) ( 1,508 ) ( 450,836 ) End of period 6,050 2,195,273 23,612 2,282,758 16,747 5,341,497 11,000 5,562,876 Proved Developed Reserves: Beginning of period (1) 7,552 436,114 22,845 550,198 21,466 583,107 15,104 1,890,357 End of period 403 500,031 21,466 583,107 15,104 1,890,357 11,000 1,967,288 Proved Undeveloped Reserves: Beginning of period (1) — 680,842 6,149 1,696,303 2,146 1,699,651 1,643 3,451,140 End of period 5,647 1,695,242 2,146 1,699,651 1,643 3,451,140 — 3,595,588 ___________ (1) The beginning proved reserves balance at August 14, 2018 represents the contributed Bakken shale properties and the reserves of the Predecessor on a combined basis. Revisions of previous estimates. Revisions of previous estimates in 2018, 2019 and 2020 were primarily attributable to higher production performance from the Company's wells as compared to expected performance from proved undeveloped locations included in proved reserves in the previous year which exceeded downward revisions that primarily related to changes related to oil and natural gas prices that were used to determine proved reserves in that year. Revisions of previous estimates associated with changes in oil prices were none in 2018, 0.5 MMBbls of negative revisions in 2019 and 2.9 MMBbls of negative revisions in 2020. Revisions of previous estimates associated with changes in natural gas prices were none in 2018, 228.5 Bcfe of negative revisions in 2019 and 68.2 Bcf of negative revisions in 2020. Extensions and discoveries. Extensions and discoveries for 2018, 2019 and 2020 were primarily comprised of proved reserve additions attributable to the wells drilled in the current year that were not classified as proved undeveloped in prior years and additional proved undeveloped reserves added from the Company's drilling program. Acquisitions of minerals in place. The significant acquisitions of minerals in place in 2019 is primarily related to the Covey Park Acquisition. F-31 The following table sets forth the standardized measure of discounted future net cash flows relating to proved reserves: Predecessor Successor As of August 13, 2018 As of December 31, 2018 As of December 31, 2019 As of December 31, 2020 (In thousands) Cash Flows Relating to Proved Reserves: Future Cash Flows $ 6,384,203 $ 8,054,092 $ 13,078,155 $ 9,871,616 Future Costs: Production ( 1,804,559 ) ( 2,160,912 ) ( 3,562,042 ) ( 3,173,350 ) Development and Abandonment ( 1,945,141 ) ( 1,800,335 ) ( 3,171,351 ) ( 2,592,520 ) Future Income Taxes ( 199,589 ) ( 622,241 ) ( 676,759 ) ( 154,872 ) Future Net Cash Flows 2,434,914 3,470,604 5,668,003 3,950,874 10 % Discount Factor ( 1,556,927 ) ( 1,996,764 ) ( 2,754,792 ) ( 2,015,149 ) Standardized Measure of Discounted Future Net Cash Flows $ 877,987 $ 1,473,840 $ 2,913,211 $ 1,935,725 The following table sets forth the changes in the standardized measure of discounted future net cash flows relating to proved reserves: Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 (In thousands) Standardized Measure, Beginning of Year $ 881,544 $ 1,317,383 $ 1,473,840 $ 2,913,211 Net change in sales price, net of production costs ( 61,662 ) 223,731 ( 716,930 ) ( 1,858,026 ) Development costs incurred during the year which were previously estimated 86,086 112,073 311,331 302,135 Revisions of quantity estimates 19,815 27,090 16,340 215,268 Accretion of discount 53,413 55,692 175,514 326,074 Changes in future development and abandonment costs ( 27,489 ) 23,139 ( 93,476 ) 313,191 Changes in timing and other ( 17,723 ) 9,434 180,314 ( 127,663 ) Extensions and discoveries 167,986 15,263 442,099 180,624 Acquisitions of minerals in place 72,738 54,143 1,813,491 — Sales of minerals in place ( 124,083 ) ( 42,870 ) ( 51,070 ) — Sales, net of production costs ( 129,991 ) ( 181,218 ) ( 580,922 ) ( 612,194 ) Net changes in income taxes ( 42,647 ) ( 140,020 ) ( 57,320 ) 283,105 Standardized Measure, End of Year $ 877,987 $ 1,473,840 $ 2,913,211 $ 1,935,725 The standardized measure of discounted future net cash flows was determined based on the simple average of the first of month market prices for oil and natural gas for each year. Prices used in determining quantities of oil and natural gas reserves and future cash inflows from oil and natural gas reserves represent prices received at the Company's sales point. These prices have been adjusted from posted or index prices for both location and quality differences. F-32 Prices used in determining oil and natural gas reserves quantities and cash flows are as follows: Predecessor Successor For the Period from January 1, 2018 through August 13, 2018 For the Period from August 14, 2018 through December 31, 2018 Year Ended December 31, 2019 Year Ended December 31, 2020 Crude Oil: $/barrel $ 62.29 $ 61.21 $ 55.69 $ 39.57 Natural Gas: $/Mcf $ 2.74 $ 2.90 $ 2.58 $ 1.99 Proved reserve information utilized in the preparation of the financial statements were based on estimates prepared by the Company's petroleum engineering staff in accordance with guidelines established by the Securities and Exchange Commission and the Financial Accounting Standards Board, which require that reserve reports be prepared under existing economic and operating conditions with no provision for price and cost escalation except by contractual agreement. All of the Company's reserves are located onshore in the continental United States of America. The Company retained two independent petroleum consultants to conduct audits of the Company's 2020 reserve estimates. The purpose of these audits was to provide additional assurance on the reasonableness of internally prepared reserve estimates. The engineering firms were selected for their geographic expertise and their historical experience. Future development and production costs are computed by estimating the expenditures to be incurred in developing and producing proved oil and gas reserves at the end of the year, based on year end costs and assuming continuation of existing economic conditions. Future income tax expenses are computed by applying the appropriate statutory tax rates to the future pre-tax net cash flows relating to proved reserves, net of the tax basis of the properties involved. The future income tax expenses give effect to permanent differences and tax credits, but do not reflect the impact of future operations. F-33