What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-01 compared with 2024-05-02 · 107 added, 80 removed, 364 unchanged (34% of the section changed)

30 unchanged sentences

Common stock—$ 0.50 par, 400,000,000 shares authorized, 292,260,645

and 278,429,463 shares issued and outstanding at March 31, 2024

and 278,429,463 shares issued and outstanding at June 30, 2024

and December 31, 2023, respectively

8 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share amounts)

8 unchanged sentences

General and administrative

Gain on sale of assets

Loss (gain) on sale of assets

Total operating expenses

1 unchanged sentence

Other income (expenses):

Gain from derivative financial instruments

Gain (loss) from derivative financial instruments

Interest expense

15 unchanged sentences

Stock-based compensation

Payment of common stock dividends

Common stock dividends

Balance at March 31, 2023

Stock-based compensation

Common stock dividends

Balance at June 30, 2023

Balance at January 1, 2024

4 unchanged sentences

Balance at March 31, 2024

Stock-based compensation

Stock issuance costs

Net income (loss)

Contributions from noncontrolling interest

Distribution to noncontrolling interest

Balance at June 30, 2024

The accompanying notes are an integral part of these statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In thousands)

10 unchanged sentences

Decrease in accounts receivable

(Increase) decrease in other current assets

Decrease in accounts payable and accrued expenses

Decrease in other current assets

Increase (decrease) in accounts payable and accrued expenses

Net cash provided by operating activities

7 unchanged sentences

Repayments of bank credit facility

Issuance of Senior Notes

Issuance of common stock

1 unchanged sentence

Debt and stock issuance costs

Contribution from noncontrolling interest

Income tax withholdings on equity awards

Contributions from noncontrolling interest

Distribution to noncontrolling interest

Net cash provided by (used for) financing activities

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

3 unchanged sentences

NOTES TO CONSOLIDA TED FINANCIAL STATEMENTS

March 31, 2024

June 30, 2024

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

and its wholly-owned subsidiaries (collectively, "Comstock" or the "Company").

In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of Comstock as of March 31, 2024, and the related results of operations and cash flows for the periods being presented.

In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of Comstock as of June 30, 2024, and the related results of operations and cash flows for the periods being presented.

Net income (loss) and comprehensive income (loss) are the same in all periods presented.

3 unchanged sentences

These unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in Comstock's Annual Report on Form 10-K for the year ended December 31, 2023.

The results of operations for the period through March 31, 2024 are not necessarily an indication of the results expected for the full year.

The results of operations for the period through June 30, 2024 are not necessarily an indication of the results expected for the full year.

Pinnacle Gas Services ("PGS") is a joint venture entity formed by the Company and an affiliate of Quantum Capital Solutions.

PGS provides gathering and treating services for natural gas production in the Company's Western Haynesville area.

Comstock has the power to direct the activities that most significantly impact the performance of PGS and has the obligation to absorb losses or right to receive benefits that could potentially be significant to PGS.

Comstock directs the activities that most significantly impact the performance of PGS and has the obligation to absorb losses or right to receive benefits that could potentially be significant to PGS.

Accordingly, Comstock is considered the primary beneficiary and consolidates the assets, liabilities and results of operations of PGS in the accompanying consolidated financial statements.

PGS assets that cannot be used by Comstock for general corporate purposes include $ 60.2 million and $ 54.9 million of other property and equipment as of March 31, 2024 and December 31, 2023 , respectively.

PGS assets that cannot be used by Comstock for general corporate purposes include $ 71.4 million and $ 54.9 million of other property and equipment as of June 30, 2024 and December 31, 2023 , respectively.

Other PGS assets that cannot be used by Comstock and PGS liabilities for which creditors do not have recourse to Comstock's assets are not material to the Company's consolidated financial statements.

1 unchanged sentence

Other Current Assets

Other current assets at March 31, 2024 and December 31, 2023 consisted of the following:

Other current assets at June 30, 2024 and December 31, 2023 consisted of the following:

(In thousands)

10 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

3 unchanged sentences

Ending capitalized exploratory well costs

As of March 31, 2024 and December 31, 2023, the Company had no exploratory wells for which costs have been capitalized for a period greater than one year.

As of June 30, 2024 and December 31, 2023, the Company had no exploratory wells for which costs have been capitalized for a period greater than one year.

The Company assesses the need for an impairment of the capitalized costs for its proved natural gas and oil properties on a property basis.

10 unchanged sentences

As a result of these changes, there may be future impairments in the carrying values of these or other properties.

The Company had goodwill of $ 335.9 million as of March 31, 2024 that was recorded in 2018.

The Company had goodwill of $ 335.9 million as of June 30, 2024 that was recorded in 2018.

The Company is not required to amortize goodwill as a charge to earnings;

15 unchanged sentences

The Company's drilling and completion operations routinely change due to changes in commodity prices, demand for natural gas and oil, and the overall operating and economic environment.

Accordingly, Comstock manages the terms of its contracts for drilling rigs and completion equipment so as to allow for maximum flexibility in

COMSTOCK RESOURCES, INC.

responding to these changing conditions.

Comstock manages the terms of its contracts for drilling rigs and completion equipment so as to allow for maximum flexibility in responding to these changing conditions.

The Company's hydraulic fracturing fleet contracts are on terms of less than one year and include rights of substitution.

3 unchanged sentences

The costs associated with drilling and completion operations are accounted for under the successful efforts method, which generally require that these costs be capitalized as part of our proved natural gas and oil properties on our balance sheet unless they are incurred on exploration wells that are unsuccessful, in which case they are charged to exploration expense.

Lease costs recognized during the three months ended March 31, 2024 and 2023 were as follows:

Three Months Ended March 31,

Lease costs recognized during the three months and six months ended June 30, 2024 and 2023 were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands)

3 unchanged sentences

Variable lease cost (drilling rig and completion costs included in natural gas and oil properties)

Short-term lease cost (drilling rig and completion costs included in natural gas and oil properties)

Cash payments for operating leases associated with right-of-use lease assets included in net cash provided by operating activities were $ 0.9 million and $ 1.0 million for the three months ended March 31, 2024 and 2023, respectively.

Cash payments for operating leases associated with right-of-use lease assets included in net cash used for investing activities were $ 20.9 million and $ 40.6 million for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024 and December 31, 2023, the operating leases had a weighted-average term of 2.7 years and 2.9 years, respectively, and the weighted-average discount rate used to determine the present value of future operating lease payments was 7.3 % and 7.2 % , respectively.

As of March 31, 2024, the Company also had expected future payments for short term leased drilling services of $ 2.6 million .

As of March 31, 2024, expected future payments related to contracts that contain operating leases were as follows:

Short-term lease cost (drilling rig costs included in natural gas and oil properties)

Cash payments for operating leases associated with right-of-use lease assets included in net cash provided by operating activities were $ 1.0 million and $ 0.9 million for the three months ended June 30, 2024 and 2023, respectively, and $ 1.9 million for both the six months ended June 30, 2024 and 2023, respectively.

Cash payments for operating leases associated with right-of-use lease assets included in net cash used for investing activities were $ 14.3 million and $ 41.0 million for the three months ended June 30, 2024 and 2023, respectively, and $ 35.2 million and $ 81.6 million for the six months ended June 30, 2024 and 2023, respectively.

As of June 30, 2024 and December 31, 2023, the operating leases had a weighted-average term of 2.5 years and 2.9 years, respectively, and the weighted-average discount rate used to determine the present value of future operating lease payments was 7.3 % and 7.2 % , respectively.

As of June 30, 2024, the Company also had expected future payments for short term leased drilling services of $ 2.6 million .

As of June 30, 2024, expected future payments related to contracts that contain operating leases were as follows:

(In thousands)

April 1 to December 31, 2024

July 1 to December 31, 2024

Total lease payments

1 unchanged sentence

Total lease liability

COMSTOCK RESOURCES, INC.

Accrued Costs

Accrued costs at March 31, 2024 and December 31, 2023 consisted of the following:

Accrued costs at June 30, 2024 and December 31, 2023 consisted of the following:

(In thousands)

Accrued transportation costs

Accrued interest payable

Accrued transportation costs

Accrued drilling costs

Accrued income and other taxes

Accrued lease operating expenses

Accrued employee compensation

COMSTOCK RESOURCES, INC.

Accrued lease operating expenses

Reserve for Future Abandonment Costs

1 unchanged sentence

The following table summarizes the changes in Comstock's total estimated liability for such obligations during the periods presented:

Three Months Ended

Six Months Ended

(In thousands)

12 unchanged sentences

All of Comstock's natural gas derivative financial instruments are tied to the Henry Hub-NYMEX price index.

The Company had the following natural gas price derivative financial instruments at March 31, 2024:

The Company had the following natural gas price derivative financial instruments at June 30, 2024:

Future Production Period

Nine Months Ending

Six Months Ending

December 31, 2024

Year Ending December 31, 2025

Year Ending December 31, 2026

December 31, 2025

December 31, 2026

Natural Gas Price Swap Contracts:

1 unchanged sentence

Average Price per MMBtu

Subsequent to March 31, 2024 , the Company entered into natural gas collar contracts to hedge an additional 146,000,000 MMBtu of natural gas production from January 2025 to December 2026 at an average floor price of $ 3.50 per MMBtu and an average ceiling price of $ 3.92 per MMBtu.

The Company also entered into natural gas swap contracts to hedge an additional 27,375,000 MMBtu of natural gas production from January 2025 to December 2025 at an average price of $ 3.50 per MMBtu.

Natural Gas Price Collar Contracts:

Volume (MMBtu)

Average Price per MMBtu:

Average Ceiling

Average Floor

COMSTOCK RESOURCES, INC.

The classification of derivative financial instruments of assets or liabilities, consists of the following:

8 unchanged sentences

The Company recognized cash settlements and changes in the fair value of its derivative financial instruments as a single component of other income (expenses).

COMSTOCK RESOURCES, INC.

Gains and losses related to cash settlements and changes in the fair value recognized on the Company's derivative contracts recognized in the consolidated statement of operations were as follows:

Three Months Ended

Gain on Derivatives Recognized in Earnings

Six Months Ended

Gain (loss) on Derivatives Recognized in Earnings

(In thousands)

3 unchanged sentences

Compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period and included in general and administrative expenses for awards of restricted stock and performance stock units ("PSUs") to the Company's employees and directors.

The Company recognized $ 3.4 million and $ 2.0 million of stock-based compensation expense within general and administrative expenses related to awards of restricted stock and PSUs to its employees and directors during the three months ended March 31, 2024 and 2023, respectively.

In February 2024, the Company granted an aggregate of 1,272,811 shares of restricted stock to its employees.

The grants were valued at $ 7.63 per share.

As of March 31, 2024, Comstock had 2,701,895 shares of unvested restricted stock outstanding at a weighted average grant date fair value of $ 9.74 per share.

Total unrecognized compensation cost related to unvested restricted stock grants of $ 19.9 million as of March 31, 2024 is expected to be recognized over a period of 2.3 years.

In February 2024, the Company granted an aggregate of 705,603 PSUs to its executive officers at an estimated value of $ 9.69 per unit.

As of March 31, 2024, Comstock had 1,466,504 PSUs outstanding with a weighted average grant date fair value of $ 12.59 per unit.

The Company recognized $ 4.1 million and $ 2.3 million of stock-based compensation expense within general and administrative expenses related to awards of restricted stock and PSUs to its employees and directors during the three months ended June 30, 2024 and 2023, respectively, and $ 7.5 million and $ 4.4 million for the six months ended June 30, 2024 and 2023, respectively.

In February 2024, the Company granted an aggregate of 1,272,811 shares of restricted stock to its directors and employees, which were valued at $ 7.63 per share.

In June 2024, the Company granted an aggregate of 43,173 shares of restricted stock to its directors, which were valued at $ 12.16 per share.

As of June 30, 2024, Comstock had 2,091,087 shares of unvested restricted stock outstanding at a weighted average grant date fair value of $ 9.25 per share.

Total unrecognized compensation cost related to unvested restricted stock grants of $ 17.8 million as of June 30, 2024 is expected to be recognized over a period of 2.1 years.

In February 2024, the Company granted an aggregate of 705,603 PSUs to its executive officers at a value of $ 9.69 per unit.

As of June 30, 2024, Comstock had 1,290,755 PSUs outstanding with a weighted average grant date fair value of $ 13.21 per unit.

The number of shares of common stock to be issued related to the PSUs is based on the Company's stock price performance as compared to its peers which could result in the issuance of anywhere from zero to 2,581,510 shares of common stock.

Total unrecognized compensation cost related to these grants of $ 12.5 million as of March 31, 2024 is expected to be recognized over a period of 2.6 years.

Total unrecognized compensation cost related to these grants of $ 11.1 million as of June 30, 2024 is expected to be recognized over a period of 2.4 years.

Revenue Recognition

1 unchanged sentence

Revenues are recognized upon the transfer of produced volumes to the Company's customers, who take control of the volumes and receive all the benefits of ownership upon delivery at designated sales points.

Gas services revenues represent sales of natural gas purchased for resale from unaffiliated third parties and fees received for gathering and treating services for certain natural gas wells not operated by the Company.

Gas services revenues represent sales of natural gas purchased for resale from unaffiliated third parties and fees received for gathering and treating services provided by PGS to third parties.

Revenues are recognized upon completion of the gathering and treating of contracted natural gas volumes and delivery of purchased natural gas volumes to the Company's customers.

1 unchanged sentence

Revenues and expenses associated with natural gas purchased for resale are presented on a gross basis in the Company's consolidated statements of operations as the Company acts as the principal in the transaction by assuming the risks and rewards from ownership of the natural gas volumes purchased and the responsibility to deliver the natural gas volumes to their sales point.

COMSTOCK RESOURCES, INC.

All natural gas and oil and gas services revenues are subject to contracts that have commercial substance, contain specific pricing terms, and define the enforceable rights and obligations of both parties.

8 unchanged sentences

The Company recognizes any differences between estimates and actual amounts received in the month when payment is received.

Historically, differences between estimated

COMSTOCK RESOURCES, INC.

revenues and actual revenues received have not been significant.

Historically, differences between estimated revenues and actual revenues received have not been significant.

The amount of natural gas or oil sold may differ from the amount to which the Company is entitled based on its revenue interests in the properties.

The Company did not have any significant imbalance positions at March 31, 2024 or December 31, 2023.

The Company recognized accounts receivable of $ 83.8 million and $ 166.6 million as of March 31, 2024 and December 31, 2023 , respectively, from purchasers for contracts where performance obligations have been satisfied and an unconditional right to consideration exists.

The Company did not have any significant imbalance positions at June 30, 2024 or December 31, 2023.

The Company recognized accounts receivable of $ 113.4 million and $ 166.6 million as of June 30, 2024 and December 31, 2023 , respectively, from purchasers for contracts where performance obligations have been satisfied and an unconditional right to consideration exists.

Credit Losses

4 unchanged sentences

The Company has not had any significant credit losses in the past and believes its accounts receivable are fully collectible.

Accordingly, no allowance for doubtful accounts has been recorded for the three months ended March 31, 2024 and 2023 .

Accordingly, no allowance for doubtful accounts has been recorded for the six months ended June 30, 2024 and 2023 .

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.

7 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

2 unchanged sentences

Deferred - State

COMSTOCK RESOURCES, INC.

The difference between the federal statutory rate of 21% and the effective tax rate is due to the following:

Three Months Ended

Six Months Ended

Tax at statutory rate

4 unchanged sentences

Effective tax rate

COMSTOCK RESOURCES, INC.

The Company's federal income tax returns for the years subsequent to December 31, 2019 remain subject to examination.

13 unchanged sentences

Fair Values – Reported

The following presents the carrying amounts and the fair values of the Company's financial instruments as of March 31, 2024 and December 31, 2023:

March 31, 2024

The following presents the carrying amounts and the fair values of the Company's financial instruments as of June 30, 2024 and December 31, 2023:

June 30, 2024

December 31, 2023

9 unchanged sentences

(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 March 31, 2024 and December 31, 2023 , respectively, a Level 1 measurement.

(3) The fair value of the Company's fixed rate debt was based on quoted prices as of June 30, 2024 and December 31, 2023 , respectively, a Level 1 measurement.

COMSTOCK RESOURCES, INC.

Earnings Per Share

Unvested restricted stock containing non-forfeitable rights to dividends are included in common stock outstanding and are considered to be participating securities and included in the computation of basic and diluted earnings per share pursuant to the two-class method.

At March 31, 2024 and December 31, 2023, 2,701,895 and 1,429,084 shares of restricted stock, respectively, are included in common stock outstanding as such shares have a non-forfeitable right to participate in any dividends that might be declared and have the right to vote on matters submitted to the Company's stockholders.

COMSTOCK RESOURCES, INC.

At June 30, 2024 and December 31, 2023, 2,091,087 and 1,429,084 shares of restricted stock, respectively, are included in common stock outstanding as such shares have a non-forfeitable right to participate in any dividends that might be declared and have the right to vote on matters submitted to the Company's stockholders.

Weighted average shares of unvested restricted stock outstanding were as follows:

Three Months Ended

Six Months Ended

(In thousands)

5 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per unit amounts)

1 unchanged sentence

Weighted average grant date fair value per unit

Basic and diluted income (loss) per share for the three months ended March 31, 2024 and 2023 were determined as follows:

Three Months Ended March 31,

Basic and diluted income (loss) per share for the three months and six months ended June 30, 2024 and 2023 were determined as follows:

Three Months Ended June 30,

(In thousands, except per share amounts)

Net loss attributable to common stock

Income allocable to unvested restricted shares

Basic loss attributable to common stock

Diluted loss attributable to common stock

Six Months Ended June 30,

(In thousands, except per share amounts)

Net income (loss) attributable to common stock

3 unchanged sentences

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.

COMSTOCK RESOURCES, INC.

Supplementary Information with Respect to the Consolidated Statements of Cash Flows

Cash payments made for interest and income taxes and other non-cash investing activities for the three months ended March 31, 2024 and 2023, respectively, were as follows:

Three Months Ended

Cash payments made for interest and income taxes and other non-cash investing activities for the six months ended June 30, 2024 and 2023, respectively, were as follows:

Six Months Ended

(In thousands)

5 unchanged sentences

Liabilities assumed in exchange for right-of-use lease assets

COMSTOCK RESOURCES, INC.

Recent Accounting Pronouncements

9 unchanged sentences

(3) LONG-TERM DEBT

At March 31, 2024, long-term debt was comprised of the following:

At June 30, 2024, long-term debt was comprised of the following:

(In thousands)

6.75 % Senior Notes due 2029:

Premium, net of amortization

Discount, net of amortization

5.875 % Senior Notes due 2030:

1 unchanged sentence

Debt issuance costs, net of amortization

As of March 31, 2024, the Company had $ 540.0 million outstanding under a bank credit facility.

As of June 30, 2024, the Company had $ 325.0 million outstanding under a bank credit facility.

Aggregate commitments under the bank credit facility are $ 1.5 billion, which matures on November 15, 2027.

3 unchanged sentences

The Company also pays a commitment fee of 0.375 % to 0.5 % on the unused portion of the borrowing base.

The bank credit facility places certain restrictions upon the Company's and its subsidiaries' ability to, among other things, incur additional indebtedness, pay cash dividends, repurchase common stock, make certain loans, investments and divestitures and redeem the senior notes.

COMSTOCK RESOURCES, INC.

investments and divestitures and redeem the senior notes.

The only financial covenants are the maintenance of a leverage ratio of less than 3.5 to 1.0 and an adjusted current ratio of at least 1.0 to 1.0.

The Company was in compliance with the covenants as of March 31, 2024 .

The Company was in compliance with the covenants as of June 30, 2024.

In April 2024, the Company issued $ 400.0 million principal amount of 6.75 % senior notes due 2029 ( the "New 2029 Notes") in a private placement and received net proceeds after offering costs and deducting the initial purchasers' discounts of $ 365.2 million , which were used to pay down the outstanding borrowings on the Company's bank credit facility.

The New 2029 Notes have substantially identical terms as the Company's $ 1,223.9 million aggregate principal amount of 6.75 % senior notes due 2029, which mature on March 1, 2029 and accrue interest at a rate of 6.75 % per annum, payable semi-annually on March 1 and September 1 of each year.

(4) COMMON STOCK

On March 25, 2024, the Company issued 12,500,000 shares of common stock in a private placement to two entities controlled by Comstock's majority stockholder, receiving proceeds of $ 100.5 million .

In March 2024, the Company issued 12,500,000 shares of common stock in a private placement to two entities controlled by Comstock's majority stockholder, receiving proceeds of $ 100.5 million.

Following the issuance, Comstock's majority stockholder's beneficial ownership in the Company increased to 67 %.

COMSTOCK RESOURCES, INC.

(5) COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

The Company records a loss contingency for these matters when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

The Company does not believe the resolution of these matters will have a material effect on the Company's financial position, results of operations or cash flows and no material amounts are accrued relative to these matters at March 31, 2024 or 2023 .

(6) RELATED PARTY TRANSACTIONS

2 unchanged sentences

Comstock also provides natural gas marketing services to the partnerships, including evaluating potential markets and providing hedging services, in return for a fee equal to $ 0.02 per Mcf for natural gas marketed.

The Company received $ 279 thousand and $ 224 thousand for the three months ended March 31, 2024 and 2023, respectively, for drilling, operating and marketing services provided to the partnerships.

The Company received $ 0.3 million and $ 0.4 million for the three months ended June 30, 2024 and 2023, respectively, and $ 0.5 million and $ 0.7 million for the six months ended June 30, 2024 and 2023, respectively, for drilling, operating and marketing services provided to the partnerships.

The fees received for the services are reflected as a reduction of general and administrative expenses in the accompanying consolidated statements of operations.

In connection with the operation of the wells, the Company had a $ 13.4 million and $ 16.1 million receivable from the partnerships at March 31, 2024 and December 31, 2023 , respectively.

(7) SUBSEQUENT EVENT

On April 9, 2024, the Company issued $ 400.0 million principal amount of 6.75 % senior notes due 2029 (the "New 2029 Notes") in a private placement and received net proceeds after offering costs and deducting the initial purchasers' discounts of $ 365.2 million , which were used to pay down outstanding borrowings on the Company's bank credit facility.

In connection with the operation of the wells, the Company had a $ 10.9 million and $ 16.1 million receivable from the partnerships at June 30, 2024 and December 31, 2023 , respectively.

COMSTOCK RESOURCES, INC.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements