COMSTOCK RESOURCES INC 10-Q

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 3 COMSTOCK RESOURCES, INC. CONSOLIDATED BALANCE SHEETS As of September 30, 2024 December 31, 2023 (Unaudited) (In thousands) ASSETS Cash and cash equivalents $ 13,772 $ 16,669 Accounts receivable: Natural gas and oil sales and gas services 100,814 166,639 Joint interest operations 38,322 48,704 From affiliates 16,721 16,087 Derivative financial instruments 71,704 126,775 Other current assets 58,379 86,619 Total current assets 299,712 461,493 Property and equipment: Natural gas and oil properties, successful efforts method: Proved 7,805,384 7,126,519 Unproved 413,109 343,419 Other 110,827 62,382 Accumulated depreciation, depletion and amortization ( 2,738,872 ) ( 2,147,549 ) Net property and equipment 5,590,448 5,384,771 Goodwill 335,897 335,897 Derivative financial instruments 4,828 — Operating lease right-of-use assets 82,124 71,462 $ 6,313,009 $ 6,253,623 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable $ 358,336 $ 523,260 Accrued costs 106,057 134,466 Operating leases 35,372 23,765 Total current liabilities 499,765 681,491 Long-term debt 2,949,181 2,640,391 Deferred income taxes 402,870 470,035 Derivative financial instruments 20,495 — Long-term operating leases 46,681 47,742 Reserve for future abandonment costs 32,016 30,773 Total liabilities 3,951,008 3,870,432 Commitments and contingencies Stockholders' equity: Common stock—$ 0.50 par, 400,000,000 shares authorized, 292,260,645 and 278,429,463 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively 146,130 139,214 Additional paid-in capital 1,362,393 1,260,930 Accumulated earnings 786,748 958,270 Total stockholders' equity attributable to Comstock 2,295,271 2,358,414 Noncontrolling interest 66,730 24,777 Total stockholders' equity 2,362,001 2,383,191 $ 6,313,009 $ 6,253,623 The accompanying notes are an integral part of these statements. 4 COMSTOCK RESOURCES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands, except per share amounts) Revenues: Natural gas sales $ 252,650 $ 304,141 $ 756,260 $ 911,065 Oil sales 975 1,309 2,925 4,111 Total natural gas and oil sales 253,625 305,450 759,185 915,176 Gas services 50,847 71,287 127,889 239,350 Total revenues 304,472 376,737 887,074 1,154,526 Operating expenses: Production and ad valorem taxes 12,578 25,386 49,730 59,891 Gathering and transportation 53,996 47,012 150,456 137,981 Lease operating 29,248 31,664 99,125 100,525 Exploration — — — 1,775 Depreciation, depletion and amortization 208,350 148,190 593,281 422,350 Gas services 52,622 67,632 132,796 224,317 General and administrative 9,923 9,586 29,271 31,992 Gain on sale of assets ( 910 ) — ( 910 ) ( 125 ) Total operating expenses 365,807 329,470 1,053,749 978,706 Operating income (loss) ( 61,335 ) 47,267 ( 166,675 ) 175,820 Other income (expenses): Gain from derivative financial instruments 75,163 14,276 89,218 76,190 Other income 274 409 927 1,467 Interest expense ( 54,516 ) ( 43,624 ) ( 156,005 ) ( 121,082 ) Total other income (expenses) 20,921 ( 28,939 ) ( 65,860 ) ( 43,425 ) Income (loss) before income taxes ( 40,414 ) 18,328 ( 232,535 ) 132,395 (Provision for) benefit from income taxes 14,696 ( 3,608 ) 69,094 ( 28,878 ) Net income (loss) ( 25,718 ) 14,720 ( 163,441 ) 103,517 Net income attributable to noncontrolling interest ( 3,173 ) — ( 8,081 ) — Net income (loss) available to Comstock $ ( 28,891 ) $ 14,720 $ ( 171,522 ) $ 103,517 Net income (loss) per share: Basic $ ( 0.09 ) $ 0.05 $ ( 0.57 ) $ 0.37 Diluted $ ( 0.09 ) $ 0.05 $ ( 0.57 ) $ 0.37 Weighted average shares outstanding: Basic 290,170 276,999 285,949 276,741 Diluted 290,170 276,999 285,949 276,741 Dividends per share $ — $ 0.125 $ — $ 0.375 The accompanying notes are an integral part of these statements. 5 COMSTOCK RESOURCES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) Common Shares Common Stock- Par Value Additional Paid-in Capital Accumulated Earnings Noncontrolling Interest Total (In thousands) Balance at January 1, 2023 277,517 $ 138,759 $ 1,253,417 $ 886,138 $ — $ 2,278,314 Stock-based compensation ( 7 ) ( 4 ) 2,050 — — 2,046 Net income — — — 134,503 — 134,503 Common stock dividends — — — ( 34,688 ) — ( 34,688 ) Balance at March 31, 2023 277,510 $ 138,755 $ 1,255,467 $ 985,953 $ — $ 2,380,175 Stock-based compensation 983 491 ( 85 ) — — 406 Net loss — — — ( 45,706 ) — ( 45,706 ) Common stock dividends — — — ( 34,689 ) — ( 34,689 ) Balance at June 30, 2023 278,493 $ 139,246 $ 1,255,382 $ 905,558 $ — $ 2,300,186 Stock-based compensation ( 63 ) ( 32 ) 2,687 — — 2,655 Net income — — — 14,720 — 14,720 Payment of preferred stock dividends — — — ( 34,804 ) — ( 34,804 ) Balance at September 30, 2023 278,430 $ 139,214 $ 1,258,069 $ 885,474 $ — $ 2,282,757 Balance at January 1, 2024 278,430 $ 139,214 $ 1,260,930 $ 958,270 $ 24,777 $ 2,383,191 Stock-based compensation 1,272 637 2,778 — — 3,415 Issuance of common stock 12,500 6,250 94,200 — — 100,450 Net income (loss) — — — ( 16,321 ) 1,847 ( 14,474 ) Contributions from noncontrolling interest — — — — 6,000 6,000 Balance at March 31, 2024 292,202 $ 146,101 $ 1,357,908 $ 941,949 $ 32,624 $ 2,478,582 Stock-based compensation 59 29 680 — — 709 Stock issuance costs — — ( 39 ) — — ( 39 ) Net income (loss) — — — ( 126,310 ) 3,061 ( 123,249 ) Contributions from noncontrolling interest — — — — 11,000 11,000 Distributions to noncontrolling interest — — — — ( 1,098 ) ( 1,098 ) Balance at June 30, 2024 292,261 $ 146,130 $ 1,358,549 $ 815,639 $ 45,587 $ 2,365,905 Stock-based compensation — — 3,883 — — 3,883 Stock issuance costs — — ( 39 ) — — ( 39 ) Net income (loss) — — — ( 28,891 ) 3,173 ( 25,718 ) Contributions from noncontrolling interest — — — — 19,000 19,000 Distributions to noncontrolling interest — — — — ( 1,030 ) ( 1,030 ) Balance at September 30, 2024 292,261 $ 146,130 $ 1,362,393 $ 786,748 $ 66,730 $ 2,362,001 The accompanying notes are an integral part of these statements. 6 COMSTOCK RESOURCES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2024 2023 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ ( 163,441 ) $ 103,517 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Deferred income taxes ( 67,165 ) 28,878 Gain on sale of assets ( 910 ) ( 125 ) Depreciation, depletion and amortization 593,281 422,350 Gain on derivative financial instruments ( 89,218 ) ( 76,190 ) Cash settlements of derivative financial instruments 159,956 76,221 Amortization of debt discount and issuance costs 8,519 5,980 Stock-based compensation 11,380 7,006 Decrease in accounts receivable 75,573 295,323 Increase in other current assets ( 749 ) ( 624 ) Decrease in accounts payable and accrued expenses ( 173,942 ) ( 73,697 ) Net cash provided by operating activities 353,284 788,639 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures and acquisitions ( 817,526 ) ( 1,088,933 ) Prepaid drilling costs 28,989 ( 14,594 ) Proceeds from sales of assets 1,214 41,295 Net cash used for investing activities ( 787,323 ) ( 1,062,232 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on bank credit facility 580,000 575,000 Repayments of bank credit facility ( 645,000 ) ( 230,000 ) Issuance of Senior Notes 372,000 — Issuance of common stock 100,450 — Common stock dividends paid — ( 104,181 ) Debt and stock issuance costs ( 6,807 ) ( 144 ) Income tax withholdings on equity awards ( 3,373 ) ( 1,899 ) Contributions from noncontrolling interest 36,000 — Distributions to noncontrolling interest ( 2,128 ) — Net cash provided by financing activities 431,142 238,776 Net decrease in cash and cash equivalents ( 2,897 ) ( 34,817 ) Cash and cash equivalents, beginning of period 16,669 54,652 Cash and cash equivalents, end of period $ 13,772 $ 19,835 The accompanying notes are an integral part of these statements. 7 COMSTOCK RESOURCES, INC. NOTES TO CONSOLIDA TED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These unaudited consolidated financial statements include the accounts of Comstock Resources, Inc. and its wholly-owned subsidiaries (collectively, "Comstock" or the "Company"). In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of Comstock as of September 30, 2024, and the related results of operations and cash flows for the periods being presented. Net income (loss) and comprehensive income (loss) are the same in all periods presented. All adjustments are of a normal recurring nature unless otherwise disclosed. The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to those rules and regulations, although Comstock believes that the disclosures made are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in Comstock's Annual Report on Form 10-K for the year ended December 31, 2023. The results of operations for the period through September 30, 2024 are not necessarily an indication of the results expected for the full year. Pinnacle Gas Services ("PGS") is a joint venture entity formed by the Company and an affiliate of Quantum Capital Solutions. PGS provides gathering and treating services for natural gas production in the Company's Western Haynesville area. Comstock directs the activities that most significantly impact the performance of PGS and has the obligation to absorb losses or right to receive benefits that could potentially be significant to PGS. Accordingly, Comstock is considered the primary beneficiary and consolidates the assets, liabilities and results of operations of PGS in the accompanying consolidated financial statements. PGS assets that cannot be used by Comstock for general corporate purposes include $ 101.6 million and $ 54.9 million of other property and equipment as of September 30, 2024 and December 31, 2023 , respectively. Other PGS assets that cannot be used by Comstock and PGS liabilities for which creditors do not have recourse to Comstock's assets are not material to the Company's consolidated financial statements. The portions of PGS net income and stockholders' equity not attributable to Comstock's controlling interest are shown separately as noncontrolling interests in the accompanying consolidated statements of operations and statements of stockholders' equity. Other Current Assets Other current assets at September 30, 2024 and December 31, 2023 consisted of the following: As of September 30, 2024 December 31, 2023 (In thousands) Prepaid drilling costs $ 41,135 $ 70,124 Income tax receivable 6,587 8,312 Production tax refunds receivable 3,957 5,745 Other receivables 3,757 — Prepaid expenses 2,943 2,438 $ 58,379 $ 86,619 Property and Equipment The Company follows the successful efforts method of accounting for its natural gas and oil properties. Costs incurred to acquire natural gas and oil leases and to drill and complete developmental wells are capitalized. Exploratory well costs are initially capitalized as proved property in the consolidated balance sheets but charged to exploration expense if and when the well is determined not to have found commercial proved natural gas and oil reserves. 8 COMSTOCK RESOURCES, INC. The changes in capitalized exploratory well costs are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands) Beginning capitalized exploratory well costs $ 69,800 $ 34,196 $ 96,233 $ 867 Additions to exploratory well costs pending the determination of proved reserves 60,930 74,737 219,778 179,049 Determined to have found proved reserves ( 837 ) ( 71,838 ) ( 186,118 ) ( 142,821 ) Ending capitalized exploratory well costs $ 129,893 $ 37,095 $ 129,893 $ 37,095 As of September 30, 2024 and December 31, 2023, the Company had no exploratory wells for which costs have been capitalized for a period greater than one year. The Company assesses the need for an impairment of the capitalized costs for its proved natural gas and oil properties on a property basis. No impairments were recognized to adjust the carrying value of the Company's proved natural gas and oil properties during any of the periods presented. Unproved natural gas and oil properties are also periodically assessed and any impairment in value is charged to expense. The costs related to unproved properties are transferred to proved natural gas and oil properties and amortized on an equivalent unit-of-production basis when they are reflected in proved natural gas and oil reserves. The Company determines the fair value of its natural gas and oil properties using a discounted cash flow model and proved and risk-adjusted probable natural gas and oil reserves. Undrilled acreage can also be valued based on sales transactions in comparable areas. Significant Level 3 assumptions associated with the calculation of discounted future cash flows included in the cash flow model include management's outlook for natural gas and oil prices, production costs, capital expenditures, and future production as well as estimated proved natural gas and oil reserves and risk-adjusted probable natural gas and oil reserves. Management's natural gas and oil price outlook is developed based on third-party longer-term price forecasts as of each measurement date. The expected future net cash flows are discounted using an appropriate discount rate in determining a property's fair value. It is reasonably possible that the Company's estimates of undiscounted future net cash flows attributable to its natural gas and oil properties may change in the future. The primary factors that may affect estimates of future cash flows include future adjustments, both positive and negative, to proved and appropriate risk-adjusted probable natural gas and oil reserves, results of future drilling activities, future prices for natural gas and oil, and increases or decreases in production and capital costs. As a result of these changes, there may be future impairments in the carrying values of these or other properties. Goodwill The Company had goodwill of $ 335.9 million as of September 30, 2024 that was recorded in 2018. The Company is not required to amortize goodwill as a charge to earnings; however, the Company is required to conduct an annual review of goodwill for impairment. The Company performs an annual assessment of goodwill on October 1 of each year and performs interim assessments if indicators of impairment are present. If the carrying value of goodwill exceeds the fair value, an impairment charge would be recorded for the difference between fair value and carrying value. No impairment indicators were identified during the periods presented. Leases The Company has right-of-use lease assets of $ 82.1 million related to its corporate office, certain office equipment, vehicles and drilling rigs with corresponding short-term and long-term liabilities. The value of the lease assets and liabilities are determined based upon discounted future minimum cash flows contained within each of the respective contracts. The Company determines if contracts contain a lease at inception of the contract. To the extent that contract terms representing a lease are identified, leases are identified as being either an operating lease or a finance-type lease. Comstock currently has no finance-type leases. Right-of-use lease assets representing the Company's right to use an underlying asset for the lease term and the related lease liabilities represent our obligation to make lease payments under the terms of the contracts. Short-term leases that have an initial term of one year or less are not capitalized; however, amounts paid for those leases are included as part of its lease cost disclosures. Short-term lease costs exclude expenses related to leases with a lease term of one month or less. Leases for the right to explore for and develop natural gas and oil reserves and the related rights to use the land associated with those leases are reflected as natural gas and oil properties. Comstock contracts for a variety of equipment used in its natural gas and oil exploration and development activities. Contract terms for this equipment vary broadly, including the contract duration, pricing, scope of services included along with the equipment, cancellation terms, and rights of substitution, among others. The Company's drilling and completion operations routinely change due to changes in commodity prices, demand for natural gas and oil, and the overall operating and economic environment. Accordingly, 9 COMSTOCK RESOURCES, INC. Comstock manages the terms of its contracts for drilling rigs and completion equipment so as to allow for maximum flexibility in responding to these changing conditions. The Company's hydraulic fracturing fleet contracts are on terms of less than one year and include rights of substitution. The Company has three drilling rig contracts with a three year term with options to extend the term by mutual agreement at mutually acceptable terms or terminate the contracts at any time without default by the lessor. The Company's other drilling rig contracts are presently either for periods of less than one year, or they are on terms that provide for cancellation with 30 or 45 days advance notice without a specified expiration date. The Company has elected not to recognize right-of-use lease assets for contracts less than one year. The costs associated with drilling and completion operations are accounted for under the successful efforts method, which generally require that these costs be capitalized as part of our proved natural gas and oil properties on our balance sheet unless they are incurred on exploration wells that are unsuccessful, in which case they are charged to exploration expense. Lease costs recognized during the three months and nine months ended September 30, 2024 and 2023 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands) Operating lease cost included in general and administrative expense $ 423 $ 445 $ 1,263 $ 1,334 Operating lease cost included in lease operating expense 564 523 1,652 1,533 Operating lease cost included in natural gas and oil properties 9,171 18,659 25,473 41,339 Variable lease cost (drilling rig and completion costs included in natural gas and oil properties) 1,306 25,970 4,670 31,032 Short-term lease cost (drilling rig costs included in natural gas and oil properties) 5,582 20,098 21,096 73,986 $ 17,046 $ 65,695 $ 54,154 $ 149,224 Cash payments for operating leases associated with right-of-use lease assets included in net cash provided by operating activities were $ 1.0 million for both the three months ended September 30, 2024 and 2023, respectively, and $ 2.9 million for both the nine months ended September 30, 2024 and 2023, respectively. Cash payments for operating leases associated with right-of-use lease assets included in net cash used for investing activities were $ 16.1 million and $ 64.7 million for the three months ended September 30, 2024 and 2023, respectively, and $ 51.2 million and $ 146.4 million for the nine months ended September 30, 2024 and 2023, respectively. As of September 30, 2024 and December 31, 2023, the operating leases had a weighted-average term of 2.2 years and 2.9 years, respectively, and the weighted-average discount rate used to determine the present value of future operating lease payments was 7.3 % and 7.2 % , respectively. As of September 30, 2024, the Company also had expected future payments for short term leased drilling services of $ 53.7 million . As of September 30, 2024, expected future payments related to contracts that contain operating leases were as follows: (In thousands) October 1 to December 31, 2024 $ 10,049 2025 40,056 2026 34,015 2027 3,821 2028 1,560 Total lease payments 89,501 Imputed interest ( 7,448 ) Total lease liability $ 82,053 10 COMSTOCK RESOURCES, INC. Accrued Costs Accrued costs at September 30, 2024 and December 31, 2023 consisted of the following: As of September 30, 2024 December 31, 2023 (In thousands) Accrued transportation costs $ 34,088 $ 32,294 Accrued interest payable 22,086 54,912 Accrued income and other taxes 21,215 1,894 Accrued drilling costs 16,369 35,876 Accrued employee compensation 6,998 6,700 Accrued lease operating expenses 3,646 2,299 Other 1,655 491 $ 106,057 $ 134,466 Reserve for Future Abandonment Costs Comstock's asset retirement obligations relate to future plugging and abandonment expenses on its natural gas and oil properties and disposal of other facilities. The following table summarizes the changes in Comstock's total estimated liability for such obligations during the periods presented: Nine Months Ended September 30, 2024 2023 (In thousands) Reserve for future abandonment costs at beginning of period $ 30,773 $ 29,114 New wells placed on production 109 114 Liabilities settled ( 40 ) ( 42 ) Wells sold ( 157 ) — Accretion expense 1,331 1,248 Reserve for future abandonment costs at end of period $ 32,016 $ 30,434 Derivative Financial Instruments and Hedging Activities All of the Company's derivative financial instruments are used for risk management purposes and, by policy, none are held for trading or speculative purposes. Comstock minimizes credit risk to counterparties of its derivative financial instruments through formal credit policies, monitoring procedures, and diversification. The Company is not required to provide any credit support to its counterparties other than cross collateralization with the assets securing its bank credit facility. None of the Company's derivative financial instruments involve payment or receipt of premiums. The Company classifies the fair value amounts of derivative financial instruments as net current or noncurrent assets or liabilities, whichever the case may be, by commodity contract. None of the Company's derivative contracts were designated as cash flow hedges. All of Comstock's natural gas derivative financial instruments are tied to the Henry Hub-NYMEX price index. The Company had the following natural gas price derivative financial instruments at September 30, 2024: Future Production Period Three Months Ending December 31, 2024 Year Ending December 31, 2025 Year Ending December 31, 2026 Total Natural Gas Price Swap Contracts: Volume (MMBtu) 64,400,000 136,875,000 109,500,000 310,775,000 Average Price per MMBtu $ 3.54 $ 3.51 $ 3.51 $ 3.51 Natural Gas Price Collar Contracts: Volume (MMBtu) 54,750,000 91,250,000 146,000,000 Average Price per MMBtu: Average Ceiling $ 3.80 $ 3.98 $ 3.92 Average Floor $ 3.50 $ 3.50 $ 3.50 11 COMSTOCK RESOURCES, INC. Subsequent to September 30, 2024, the Company entered into natural gas swap contracts to hedge an additional 7,300,000 MMBtu of natural gas production from January 2025 to December 2025 at an average price of $ 3.40 per MMBtu. The classification of derivative financial instruments of assets or liabilities, consists of the following: As of Type Consolidated Balance Sheet Location September 30, 2024 December 31, 2023 (In thousands) Asset Derivative Financial Instruments: Natural gas price derivatives Derivative Financial Instruments – current $ 71,704 $ 126,775 Natural gas price derivatives Derivative Financial Instruments – long-term $ 4,828 $ — Liability Derivative Financial Instruments: Natural gas price derivatives Derivative Financial Instruments – long-term $ 20,495 $ — The Company recognized cash settlements and changes in the fair value of its derivative financial instruments as a single component of other income (expenses). Gains and losses related to cash settlements and changes in the fair value recognized on the Company's derivative contracts recognized in the consolidated statement of operations were as follows: Three Months Ended September 30, Nine Months Ended September 30, Gain (loss) on Derivatives Recognized in Earnings 2024 2023 2024 2023 (In thousands) Natural gas price derivatives $ 75,163 $ 14,276 $ 89,218 $ 76,190 $ 75,163 $ 14,276 $ 89,218 $ 76,190 Stock-Based Compensation Comstock accounts for employee stock-based compensation under the fair value method. Compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period and included in general and administrative expenses for awards of restricted stock and performance stock units ("PSUs") to the Company's employees and directors. The Company recognized $ 3.9 million and $ 2.7 million of stock-based compensation expense within general and administrative expenses related to awards of restricted stock and PSUs to its employees and directors during the three months ended September 30, 2024 and 2023, respectively, and $ 11.4 million and $ 7.0 million for the nine months ended September 30, 2024 and 2023, respectively. In February 2024, the Company granted an aggregate of 1,272,811 shares of restricted stock to its directors and employees, which were valued at $ 7.63 per share. In June 2024, the Company granted an aggregate of 43,173 shares of restricted stock to its directors, which were valued at $ 12.16 per share. As of September 30, 2024, Comstock had 2,091,087 shares of unvested restricted stock outstanding at a weighted average grant date fair value of $ 9.25 per share. Total unrecognized compensation cost related to unvested restricted stock grants of $ 15.3 million as of September 30, 2024 is expected to be recognized over a period of 1.9 years. In February 2024, the Company granted an aggregate of 705,603 PSUs to its executive officers at a value of $ 9.69 per unit. As of September 30, 2024, Comstock had 1,290,755 PSUs outstanding with a weighted average grant date fair value of $ 13.21 per unit. The number of shares of common stock to be issued related to the PSUs is based on the Company's stock price performance as compared to its peers which could result in the issuance of anywhere from zero to 2,581,510 shares of common stock. Total unrecognized compensation cost related to these grants of $ 9.7 million as of September 30, 2024 is expected to be recognized over a period of 2.2 years. Revenue Recognition Comstock produces natural gas and oil and reports revenues separately for each of these two primary products in its statements of operations. Revenues are recognized upon the transfer of produced volumes to the Company's customers, who take control of the volumes and receive all the benefits of ownership upon delivery at designated sales points. Gas services revenues represent sales of natural gas purchased for resale from unaffiliated third parties and fees received for gathering and treating services provided by PGS to third parties. Revenues are recognized upon completion of the gathering and treating of contracted natural gas volumes and delivery of purchased natural gas volumes to the Company's customers. Profits and losses earned 12 COMSTOCK RESOURCES, INC. from the gathering and treating of natural gas produced by the Company's natural gas wells are eliminated in consolidation. Revenues and expenses associated with natural gas purchased for resale are presented on a gross basis in the Company's consolidated statements of operations as the Company acts as the principal in the transaction by assuming the risks and rewards from ownership of the natural gas volumes purchased and the responsibility to deliver the natural gas volumes to their sales point. All natural gas and oil and gas services revenues are subject to contracts that have commercial substance, contain specific pricing terms, and define the enforceable rights and obligations of both parties. These contracts typically provide for cash settlement within 25 days following each production month and are cancellable upon 30 days' notice by either party for oil and vary for natural gas based upon the terms set out in the confirmations between both parties. Prices for sales of natural gas and oil are generally based upon terms that are common in the oil and gas industry, including index or spot prices, location and quality differentials, as well as market supply and demand conditions. As a result, prices for natural gas and oil routinely fluctuate based on changes in these factors. Prices for gathering and treating services are generally fixed in nature but can vary due to the quality of the gas being treated. Each unit of production (thousand cubic feet of natural gas and barrel of crude oil) represents a separate performance obligation under the Company's contracts since each unit has economic benefit on its own and each is priced separately according to the terms of the contracts. Comstock has elected to exclude all taxes from the measurement of transaction prices, and its revenues are reported net of royalties and exclude revenue interests owned by others because the Company acts as an agent when selling natural gas and oil on behalf of royalty owners and working interest owners. Revenue is recorded in the month of production based on an estimate of the Company's share of volumes produced and prices realized. Gas services revenue is recorded in the month the services are performed and purchased gas is sold based on an estimate of natural gas volumes and contract prices. The Company recognizes any differences between estimates and actual amounts received in the month when payment is received. Historically, differences between estimated revenues and actual revenues received have not been significant. The amount of natural gas or oil sold may differ from the amount to which the Company is entitled based on its revenue interests in the properties. The Company did not have any significant imbalance positions at September 30, 2024 or December 31, 2023. The Company recognized accounts receivable of $ 100.8 million and $ 166.6 million as of September 30, 2024 and December 31, 2023 , respectively, from purchasers for contracts where performance obligations have been satisfied and an unconditional right to consideration exists. Credit Losses Substantially all of the Company's accounts receivable are due from either purchasers of natural gas and oil or participants in natural gas and oil wells for which the Company serves as the operator. Generally, operators of natural gas and oil wells have the right to offset future revenues against unpaid charges related to operated wells. Natural gas and oil sales are generally unsecured. Comstock assesses the collectability of its receivables based upon their age, the credit quality of the purchaser or participant and the potential for revenue offset. The Company has not had any significant credit losses in the past and believes its accounts receivable are fully collectible. Accordingly, no allowance for doubtful accounts has been recorded for the nine months ended September 30, 2024 and 2023 . Income Taxes Deferred income taxes are provided to reflect the future tax consequences or benefits of differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates. In recording deferred income tax assets, the Company considers whether it is more likely than not that its deferred income tax assets will be realized in the future. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those deferred income tax assets would be deductible. The Company believes that after considering all the available objective evidence, historical and prospective, with greater weight given to historical evidence, management is not able to determine that it is more likely than not that all of its deferred tax assets will be realized. As a result, the Company established valuation allowances for its deferred tax assets and U.S. federal and state net operating loss carryforwards that are not expected to be utilized due to the uncertainty of generating taxable income prior to the expiration of the carryforward periods. The Company will continue to assess the valuation allowances against deferred tax assets considering all available information obtained in future periods. 13 COMSTOCK RESOURCES, INC. The following is an analysis of the consolidated income tax provision (benefit): Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands) Current - Federal $ ( 1,962 ) $ — $ ( 1,962 ) $ — Current - State — — 37 — Deferred - Federal ( 8,662 ) 3,999 ( 50,242 ) 28,350 Deferred - State ( 4,072 ) ( 391 ) ( 16,927 ) 528 $ ( 14,696 ) $ 3,608 $ ( 69,094 ) $ 28,878 The difference between the federal statutory rate of 21% and the effective tax rate is due to the following: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Tax at statutory rate 21.0 % 21.0 % 21.0 % 21.0 % Tax effect of: Valuation allowance on deferred tax assets — 5.5 ( 0.2 ) 1.7 State income taxes, net of federal benefit 10.2 ( 8.2 ) 7.8 ( 1.6 ) Nondeductible stock-based compensation ( 0.2 ) 1.7 ( 0.9 ) 0.8 Other 5.4 ( 0.3 ) 2.0 ( 0.1 ) Effective tax rate 36.4 % 19.7 % 29.7 % 21.8 % For the three and nine months ended September 30, 2024 , the effective tax rates for state income taxes, net of federal benefit, and other income taxes increased due to an increase in tax benefits within state jurisdictions with higher statutory tax rates and new claims for marginal well tax credits. The Company's federal income tax returns for the years subsequent to December 31, 2019 remain subject to examination. The Company's income tax returns in major state income tax jurisdictions remain subject to examination for various periods subsequent to December 31, 2020. The Company is currently under examination with the state of Louisiana and believes that its significant filing positions are highly certain and that all of its other significant income tax filing positions and deductions would be sustained under audit or the final resolution would not have a material effect on the consolidated financial statements. Therefore, the Company has not established any significant reserves for uncertain tax positions. Fair Value Measurements The Company holds or has held certain financial assets and liabilities that are required to be measured at fair value. These include cash and cash equivalents held in bank accounts and derivative financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements: Level 1 — Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Level 2 — Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. Level 3 — Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management's estimates of market participant assumptions. 14 COMSTOCK RESOURCES, INC. Fair Values – Reported The following presents the carrying amounts and the fair values of the Company's financial instruments as of September 30, 2024 and December 31, 2023: As of September 30, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value (In thousands) Assets: Commodity-based derivatives (1) $ 76,532 $ 76,532 $ 126,775 $ 126,775 Liabilities: Commodity-based derivatives (1) $ 20,495 $ 20,495 $ — $ — Bank credit facility (2) $ 415,000 $ 415,000 $ 480,000 $ 480,000 6.75 % senior notes due 2029 (3) $ 1,602,665 $ 1,577,223 $ 1,229,018 $ 1,138,208 5.875 % senior notes due 2030 (3) $ 965,000 $ 897,450 $ 965,000 $ 849,200 (1) The Company's commodity-based derivatives are classified as Level 2 and measured at fair value using third party pricing services and other active markets or broker quotes that are readily available in the public markets. (2) The carrying value of our floating rate debt outstanding approximates fair value. (3) The fair value of the Company's fixed rate debt was based on quoted prices as of September 30, 2024 and December 31, 2023 , respectively, a Level 1 measurement. Earnings Per Share Unvested restricted stock containing non-forfeitable rights to dividends are included in common stock outstanding and are considered to be participating securities and included in the computation of basic and diluted earnings per share pursuant to the two-class method. At September 30, 2024 and December 31, 2023, 2,091,087 and 1,429,084 shares of restricted stock, respectively, are included in common stock outstanding as such shares have a non-forfeitable right to participate in any dividends that might be declared and have the right to vote on matters submitted to the Company's stockholders. Weighted average shares of unvested restricted stock outstanding were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands) Unvested restricted stock 2,091 1,469 2,219 1,186 PSUs represent the right to receive a number of shares of the Company's common stock that may range from zero to up to two times the number of PSUs granted on the award date based on the achievement of certain performance measures during a performance period. The number of potentially dilutive shares related to PSUs is based on the number of shares, if any, which would be issuable at the end of the respective period, assuming that date was the end of the performance period. The treasury stock method is used to measure the dilutive effect of PSUs. Weighted average unearned PSUs outstanding were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands, except per unit amounts) Weighted average PSUs 1,291 744 1,266 631 Weighted average grant date fair value per unit $ 13.21 $ 15.92 $ 13.21 $ 15.92 15 COMSTOCK RESOURCES, INC. Basic and diluted income (loss) per share for the three months and nine months ended September 30, 2024 and 2023 were determined as follows: Three Months Ended September 30, 2024 2023 Loss Shares Per Share Income Shares Per Share (In thousands, except per share amounts) Net income (loss) attributable to common stock $ ( 25,718 ) $ 14,720 Income allocable to unvested restricted shares — — Basic income (loss) attributable to common stock ( 25,718 ) 290,170 $ ( 0.09 ) 14,720 276,999 $ 0.05 Diluted income (loss) attributable to common stock $ ( 25,718 ) 290,170 $ ( 0.09 ) $ 14,720 276,999 $ 0.05 Nine Months Ended September 30, 2024 2023 Loss Shares Per Share Income Shares Per Share (In thousands, except per share amounts) Net income (loss) attributable to common stock $ ( 163,441 ) $ 103,517 Income allocable to unvested restricted shares — — Basic income (loss) attributable to common stock ( 163,441 ) 285,949 $ ( 0.57 ) 103,517 276,741 $ 0.37 Diluted income (loss) attributable to common stock $ ( 163,441 ) 285,949 $ ( 0.57 ) $ 103,517 276,741 $ 0.37 None of the Company's participating securities participate in losses and as such are excluded from the computation of basic earnings per share during periods of net losses. Supplementary Information with Respect to the Consolidated Statements of Cash Flows Cash payments made for interest and income taxes and other non-cash investing activities for the nine months ended September 30, 2024 and 2023, respectively, were as follows: Nine Months Ended September 30, 2024 2023 (In thousands) Cash payments for: Interest payments $ 180,312 $ 150,239 Income tax payments $ 37 $ 29,796 Non-cash investing activities include: Decrease in accrued capital expenditures $ ( 19,507 ) $ ( 32,441 ) Liabilities assumed in exchange for right-of-use lease assets $ 34,321 $ 157,789 Recent Accounting Pronouncements In November 2023, the FASB issued Accounting Standards Update ("ASU") 2023-07 "Segment Reporting–Improvements to Reportable Segment Disclosures". ASU 2023-07 requires additional disclosures about a public entity's reportable segments, including requiring all annual disclosures of reportable segment's profit or loss and assets during interim periods, identifying the title and position of an entity's chief operating decision maker ("CODM"), disclosing significant expenses regularly provided to the CODM that are included in each reported measure of segment profit or loss, and disclosing additional measures of profit or loss used by the CODM in deciding how to allocate resources. The update is effective for public entities for fiscal years beginning after December 15, 2023, and interim and fiscal years beginning after December 15, 2024. ASU 2023-07 will not have an impact on the Company's reported results of operations, financial position or liquidity but will have an impact on the Company's financial statement disclosures. In December 2023, the FASB issued ASU 2023-09 "Improvements to Income Tax Disclosures". ASU 2023-09 requires additional disclosures around effective tax rates and cash income taxes paid and is effective for public entities for annual periods beginning after December 15, 2024. ASU 2023-07 will not have an impact on the Company's reported results of operations, financial position or liquidity but will have an impact on the Company's financial statement disclosures. 16 COMSTOCK RESOURCES, INC. (2) ACQUISITION In March 2024, the Company acquired approximately 189,000 net undeveloped acres in its Western Haynesville area from an unaffiliated third party for $ 50.0 million, which was accounted for as an asset acquisition. (3) LONG-TERM DEBT At September 30, 2024, long-term debt was comprised of the following: (In thousands) 6.75 % Senior Notes due 2029: Principal $ 1,623,880 Discount, net of amortization ( 21,215 ) 5.875 % Senior Notes due 2030: Principal 965,000 Bank Credit Facility: Principal 415,000 Debt issuance costs, net of amortization ( 33,484 ) $ 2,949,181 As of September 30, 2024, the Company had $ 415.0 million outstanding under a bank credit facility. Aggregate commitments under the bank credit facility are $ 1.5 billion, which matures on November 15, 2027. Borrowings under the bank credit facility are subject to a borrowing base, which is currently set at $ 2.0 billion. The borrowing base is re-determined on a semi-annual basis and upon the occurrence of certain other events. Borrowings under the bank credit facility are secured by substantially all of the assets of the Company and its subsidiaries and bear interest at the Company's option, at either SOFR plus 1.75 % to 2.75 % or an alternate base rate plus 0.75 % to 1.75 %, in each case depending on the utilization of the borrowing base. Additionally, beginning in the fourth quarter of 2024 through the second quarter of 2025, the bank credit facility will bear interest at the Company's option, at either SOFR plus 2.25 % to 3.25 % or an alternate base rate plus 1.25 % to 2.25 %, with either option also based on the utilization of the borrowing base. Beginning in the third quarter of 2025 through maturity, the bank credit facility will bear interest at the Company's option, at either SOFR plus 2.0 % to 3.0 % or an alternate base rate plus 1.0 % to 2.0 %, with either option also based on the utilization of the borrowing base. The Company also pays a commitment fee of 0.375 % to 0.5 % on the unused portion of the borrowing base. The bank credit facility places certain restrictions upon the Company's and its subsidiaries' ability to, among other things, incur additional indebtedness, pay cash dividends, repurchase common stock, make certain loans, investments and divestitures and redeem the senior notes. The only financial covenants are the maintenance of a leverage ratio of less than 4.0 to 1.0, which reduces to 3.75 to 1.0 at June 30, 2025 and to 3.5 to 1.0 at September 30, 2025, and an adjusted current ratio of at least 1.0 to 1.0. The Company was in compliance with the covenants as of September 30, 2024. In April 2024, the Company issued $ 400.0 million principal amount of 6.75 % senior notes due 2029 (the "New 2029 Notes") in a private placement and received net proceeds after offering costs and deducting the initial purchasers' discounts of $ 365.2 million , which were used to pay down the outstanding borrowings on the Company's bank credit facility. The New 2029 Notes have substantially identical terms as the Company's $ 1,223.9 million aggregate principal amount of 6.75 % senior notes due 2029, which mature on March 1, 2029 and accrue interest at a rate of 6.75 % per annum, payable semi-annually on March 1 and September 1 of each year. (4) COMMON STOCK In March 2024, the Company issued 12,500,000 shares of common stock in a private placement to two entities controlled by Comstock's majority stockholder, receiving proceeds of $ 100.5 million. Following the issuance, Comstock's majority stockholder's beneficial ownership in the Company increased to 67 % and is currently approximately 71 % after subsequent open market purchases made in the third quarter of 2024 . (5) COMMITMENTS AND CONTINGENCIES In August 2024, the Company entered into two agreements for two new drilling rigs, one with a three-year term and one with a one-year term, with an annual commitment of $ 12.8 million per drilling rig. Comstock plans to take delivery of the rigs in December 2024 and February 2025, respectively. 17 COMSTOCK RESOURCES, INC. From time to time, the Company is involved in certain litigation that arises in the normal course of its operations. The Company records a loss contingency for these matters when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company does not believe the resolution of these matters will have a material effect on the Company's financial position, results of operations or cash flows and no material amounts are accrued relative to these matters at September 30, 2024 or 2023 . (6) RELATED PARTY TRANSACTIONS Comstock operates natural gas and oil properties held by partnerships owned by its majority stockholder. The Company charges the partnerships for the costs incurred to drill, complete and produce wells, as well as drilling and operating overhead fees. Comstock also provides natural gas marketing services to the partnerships, including evaluating potential markets and providing hedging services, in return for a fee equal to $ 0.02 per Mcf for natural gas marketed. The Company received $ 0.3 million and $ 0.3 million for the three months ended September 30, 2024 and 2023, respectively, and $ 0.8 million and $ 1.0 million for the nine months ended September 30, 2024 and 2023, respectively, for drilling, operating and marketing services provided to the partnerships. The fees received for the services are reflected as a reduction of general and administrative expenses in the accompanying consolidated statements of operations. In connection with the operation of the wells, the Company had a $ 16.7 million and $ 16.1 million receivable from the partnerships at September 30, 2024 and December 31, 2023 , respectively. 18 COMSTOCK RESOURCES, INC.