COMSTOCK RESOURCES INC 10-Q

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This report contains forward-looking statements that involve risks, uncertainties and assumptions that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 including those described under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Report"). Actual results may differ materially from those anticipated in our forward-looking statements due to many factors. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this report and in our Annual Report. Results of Operations Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 (In thousands, except per unit amounts) Net Production Data: Natural gas (MMcf) 133,116 130,528 403,420 383,902 Oil (MBbls) 13 17 40 57 Natural gas equivalent (MMcfe) 133,198 130,629 403,662 384,241 Revenues: Natural gas sales $ 252,650 $ 304,141 $ 756,260 $ 911,065 Oil sales 975 1,309 2,925 4,111 Total natural gas and oil sales $ 253,625 $ 305,450 $ 759,185 $ 915,176 Expenses: Production and ad valorem taxes $ 12,578 $ 25,386 $ 49,730 $ 59,891 Gathering and transportation $ 53,996 $ 47,012 $ 150,456 $ 137,981 Lease operating $ 29,248 $ 31,664 $ 99,125 $ 100,525 Exploration $ — $ — $ — $ 1,775 Average Sales Price: Natural gas (per Mcf) $ 1.90 $ 2.33 $ 1.87 $ 2.37 Oil (per Bbl) $ 75.00 $ 77.00 $ 73.13 $ 72.12 Average equivalent (Mcfe) $ 1.90 $ 2.34 $ 1.88 $ 2.38 Expenses ($ per Mcfe): Production and ad valorem taxes $ 0.09 $ 0.20 $ 0.12 $ 0.16 Gathering and transportation $ 0.41 $ 0.36 $ 0.37 $ 0.36 Lease operating $ 0.22 $ 0.24 $ 0.25 $ 0.26 Gas Services: Gas services revenue $ 50,847 $ 71,287 $ 127,889 $ 239,350 Gas services expense $ 52,622 $ 67,632 $ 132,796 $ 224,317 Revenues – Natural gas and oil sales of $253.6 million for the three months ended September 30, 2024 decreased by $51.8 million (17%) as compared to $305.5 million for the third quarter of 2023. The decrease was primarily due to lower natural gas prices realized in the third quarter of 2024 as compared to 2023. Our natural gas production for the third quarter of 2024 increased 2% to 133.1 billion cubic feet ("Bcf") (1.4 Bcf per day) and was sold at an average price of $1.90 per thousand cubic feet ("Mcf"), which declined 18% from the average realized natural gas price in the third quarter of 2023. Natural gas production for the third quarter of 2023 was 130.5 Bcf (1.4 Bcf per day) and was sold at an average price of $2.33 per Mcf. Natural gas and oil sales of $759.2 million for the nine months ended September 30, 2024 decreased by $156.0 million (17%) as compared to $915.2 million for the nine months ended September 30, 2023, which was primarily due to 21% lower natural gas prices during the first nine months of 2024 as compared with 2023 prices. Our natural gas production for the first nine months of 2024 increased 5% to 403.4 Bcf (1.5 Bcf per day), and was sold at an average price of $1.87 per Mcf as compared to 383.9 Bcf (1.4 Bcf per day) sold at an average price of $2.37 per Mcf in the first nine months of 2023. 19 COMSTOCK RESOURCES, INC. We utilize natural gas price derivative financial instruments to manage our exposure to changes in prices of natural gas and to protect returns on investment from our drilling activities. The following table presents our natural gas prices before and after the effect of cash settlements of our derivative financial instruments: Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Average Realized Natural Gas Price: Natural gas, per Mcf $ 1.90 $ 2.33 $ 1.87 $ 2.37 Cash settlements on derivative financial instruments, per Mcf 0.38 0.08 0.40 0.20 Price per Mcf, including cash settlements on derivative financial instruments $ 2.28 $ 2.41 $ 2.27 $ 2.57 Gas service revenues of $50.8 million decreased $20.4 million (29%) for the third quarter of 2024 from $71.3 million in the third quarter of 2023. Gas service revenues of $127.9 million decreased $111.5 million (47%) for the first nine months of 2024 from $239.4 million for the first nine months of 2023. The decreases were primarily due to lower natural gas prices related to sales of natural gas purchased to utilize our excess transport capacity. Costs and Expenses – Our production and ad valorem taxes decreased $12.8 million (50%) to $12.6 million for the third quarter of 2024 from $25.4 million in the third quarter of 2023. Production and ad valorem taxes decreased $10.2 million (17%) to $49.7 million for the first nine months of 2024 from $59.9 million in the first nine months of 2023. The decreases were primarily due to a lower statutory production tax rate in Louisiana and lower production taxes in Texas from lower natural gas and oil sales. Gathering and transportation costs for the third quarter of 2024 increased $7.0 million (15%) to $54.0 million as compared to $47.0 million in the third quarter of 2023. Gathering and transportation costs for the first nine months of 2024 increased $12.5 million (9%) to $150.5 million as compared to $138.0 million for the first nine months of 2023. The increases were due to production growth in areas with higher average gathering and transportation rates. Our lease operating expense of $29.2 million ($0.22 per Mcfe) for the third quarter of 2024 decreased $2.4 million (8%) from lease operating expense of $31.7 million ($0.24 per Mcfe) for the third quarter of 2023. Lease operating expense of $99.1 million ($0.25 per Mcfe) for the first nine months of 2024 decreased $1.4 million (1%) from lease operating expense of $100.5 million ($0.26 per Mcfe) for the first nine months of 2023. The decreases for both periods were primarily due to lower water disposal and other production costs in 2024 as compared to the same periods in 2023. Gas service expenses of $52.6 million decreased $15.0 million (22%) for the third quarter of 2024 from $67.6 million in the third quarter of 2023. Gas service expenses of $132.8 million decreased $91.5 million (41%) for the first nine months of 2024 from $224.3 million for the first nine months of 2023. The decreases in both periods were primarily due to lower natural gas prices related to purchases of third party natural gas for resale. Depreciation, depletion and amortization ("DD&A") increased $60.2 million to $208.4 million in the third quarter of 2024 from $148.2 million in the third quarter of 2023. Our DD&A per equivalent Mcf produced was $1.56 per Mcfe for the quarter ended September 30, 2024 as compared to $1.13 for the quarter ended September 30, 2023. DD&A increased $170.9 million to $593.3 million for the first nine months of 2024 from $422.4 million during the first nine months of 2023. Our DD&A per equivalent Mcf produced was $1.47 per Mcfe for the nine months ended September 30, 2024 as compared to $1.10 for the nine months ended September 30, 2023. The increase in the DD&A rate for both periods was primarily due to lower estimated proved undeveloped reserves which were determined using lower natural gas prices. General and administrative expenses, which are reported net of overhead reimbursements, increased to $9.9 million for the third quarter of 2024 as compared to $9.6 million in the third quarter of 2023, which was primarily due to higher employee compensation. General and administrative expenses decreased to $29.3 million for the first nine months of 2024 as compared to $32.0 million during the first nine months of 2023, which was primarily due to lower employee compensation. We use derivative financial instruments as part of our price risk management program to protect our capital investments. During the quarter ended September 30, 2024, we had net gains related to our derivative financial instruments of $75.2 million, as compared to net gains on derivative financial instruments of $14.3 million during the quarter ended September 30, 2023. Realized net gains from our price risk management program were $51.4 million for the quarter ended September 30, 2024 as compared to realized net gains of $10.3 million for the quarter ended September 30, 2023. Net gains on derivative financial instruments were $89.2 million for the first nine months of 2024 as compared to net gains of $76.2 million for the first nine months of 2023. Realized net gains from our price risk 20 COMSTOCK RESOURCES, INC. management program were $160.0 million for the first nine months of 2024 as compared to realized net gains of $76.2 million for the first nine months of 2023. Interest expense was $54.5 million and $43.6 million for the quarters ended September 30, 2024 and 2023, respectively, and $156.0 million and $121.1 million for the nine months ended September 30, 2024 and 2023, respectively. The increase in interest expense for both periods was due primarily to the issuance of an additional $400.0 million principal amount of senior notes and higher interest rates. Income taxes for the quarters ended September 30, 2024 and 2023 were a benefit of $14.7 million and a provision of $3.6 million, respectively. Income taxes for the nine months ended September 30, 2024 and 2023 were a benefit of $69.1 million and a provision of $28.9 million, respectively. Income tax expense for the quarters ended September 30, 2024 and 2023 reflect an effective tax rate of 36.4% and 19.7%, respectively. Income tax expense for the nine months ended September 30, 2024 and 2023 reflect an effective tax rate of 29.7% and 21.8%, respectively. The difference between the federal statutory tax rate of 21% and our effective rate is primarily attributable to the impact of state income taxes and revisions to the estimated future utilization of federal and state net operating loss carryforwards. As a result of continued lower natural gas prices, we reported a net loss of $25.7 million, or $0.09 per share for the quarter ended September 30, 2024. Loss from operations for the third quarter of 2024 was $61.3 million. We reported net income of $14.7 million or $0.05 per share for the quarter ended September 30, 2023. In the first nine months of 2024, we reported a net loss of $163.4 million or $0.57 per share. Loss from operations for the first nine months of 2024 was $166.7 million. We reported net income of $103.5 million or $0.37 per diluted share for the nine months ended September 30, 2023. Cash Flows, Liquidity and Capital Resources Cash Flows The following table summarizes sources and uses of cash and cash equivalents: Nine Months Ended September 30, 2024 2023 (In thousands) Sources of cash and cash equivalents: Operating activities $ 353,284 $ 788,639 Issuance of 6.75% Senior Notes 372,000 — Issuance of common stock 100,450 — Borrowings on bank credit facility, net of repayments — 345,000 Proceeds from asset sales 1,214 41,295 Contributions from noncontrolling interest 36,000 — Total $ 862,948 $ 1,174,934 Uses of cash and cash equivalents: Capital expenditures $ 788,537 $ 1,103,527 Repayments on bank credit facility, net of borrowings 65,000 — Common stock dividends — 104,181 Debt and stock issuance costs 6,807 144 Distributions to noncontrolling interest 2,128 — Other 3,373 1,899 Total $ 865,845 $ 1,209,751 Cash flows from operating activities. Net cash provided by our operating activities decreased $435.4 million (55%) to $353.3 million in the first nine months of 2024 from $788.6 million in the same period in 2023. The decrease was due primarily to lower natural gas prices. Issuance of 6.75% Senior Notes. In April 2024, we issued $400.0 million principal amount of 6.75% senior notes due 2029 in a private placement and received net proceeds after deducting the initial purchasers' discounts of $365.2 million, which were used to pay down the outstanding borrowings on the Company's bank credit facility. Proceeds from asset sales. In the first nine months of 2024, we sold our interest in certain non-operated properties for net proceeds of $1.2 million. In the first nine months of 2023, we sold our interest in certain non-operated properties for net proceeds of $41.3 million. 21 COMSTOCK RESOURCES, INC. Capital expenditures. The decrease in capital expenditures of $315.0 million was primarily due to lower drilling and completion activity in the first nine months of 2024. The $87.9 million of unproved property acquisitions in 2024 included the acquisition of 189,000 net acres in our Western Haynesville area from an unaffiliated third party for $50.0 million. Our capital expenditures are summarized in the following table: Nine Months Ended September 30, 2024 2023 (In thousands) Acquisitions: Unproved property $ 87,938 $ 76,646 Exploration and development: Development leasehold costs 12,153 19,087 Exploratory drilling and completion costs 215,992 179,049 Development drilling and completion costs 411,315 740,808 Other development costs 22,175 18,868 Asset retirement obligations 70 71 Total exploration and development 749,643 1,034,529 Other property and equipment 48,445 22,076 Total capital expenditures $ 798,088 $ 1,056,605 Change in accrued capital expenditures and other 19,507 32,441 Prepaid drilling costs (28,989 ) 14,594 Change in asset retirement obligations (69 ) (113 ) Total cash capital expenditures $ 788,537 $ 1,103,527 We drilled 35 (29.7 net) wells and completed 41 (35.9 net) Haynesville and Bossier shale operated wells during the first nine months of 2024. We currently expect to spend an additional $225 million to $275 million in the remaining three months of 2024 on drilling, completion, infrastructure and other activity. Issuance of common stock. In the first nine months of 2024, we issued 12,500,000 shares of common stock to two entities controlled by our majority stockholder in a private placement, receiving proceeds of $100.5 million. Common stock dividends. During the first nine months of 2023, we paid quarterly cash dividends of $0.125 per common share to stockholders of record as of March 1, 2023, June 1, 2023 and September 1, 2023, respectively. Liquidity and Capital Resources As of September 30, 2024, we had $1.1 billion of liquidity, comprised of $1,085.0 million of unused borrowing capacity under our bank credit facility and $13.8 million of cash and cash equivalents on hand. Our short and long-term capital requirements consist primarily of funding our development and exploration activities, acquisitions, payments of contractual obligations and debt service. We expect to fund our future development and exploration activities with future operating cash flow and borrowings under our bank credit facility. The timing of most of our future capital expenditures is discretionary because of our limited number of material long-term capital expenditure commitments. Consequently, we have a significant degree of flexibility to adjust the level of our capital expenditures as circumstances warrant. We believe that our cash provided by operations and borrowings available under our bank credit facility will be sufficient to satisfy our foreseeable liquidity needs and capital expenditure requirements for at least the next twelve months. If our plans or assumptions change or our assumptions prove to be inaccurate, we may be required to seek additional capital, including debt or equity financing. We cannot provide any assurance that we will be able to obtain such capital, or if such capital is available, that we will be able to obtain it on acceptable terms. We do not have a specific acquisition budget for the remainder of 2024 because the timing and size of acquisitions are unpredictable. We intend to use our cash flows from operations, borrowings under our bank credit facility, or other debt or equity financing to the extent available, to finance such acquisitions. The availability and attractiveness of these sources of financing will depend upon a number of factors, some of which will relate to our financial condition and performance and some of which will be beyond our control, such as prevailing interest rates, natural gas and oil prices and other market conditions. Lack of access to the debt or equity markets due to general economic conditions could impede our ability to complete acquisitions. 22 COMSTOCK RESOURCES, INC. At September 30, 2024, we had $415.0 million of borrowings outstanding under our bank credit facility. Aggregate commitments under our bank credit facility are $1.5 billion, which matures on November 15, 2027. Borrowings under our bank credit facility are subject to a borrowing base, which was redetermined on October 30, 2024 and currently set at $2.0 billion. The borrowing base is re-determined on a semi-annual basis and upon the occurrence of certain other events. Borrowings under our bank credit facility are secured by substantially all of our assets and those of our subsidiaries and bear interest at our option. Additionally, beginning in the fourth quarter of 2024 through the second quarter of 2025, the bank credit facility will bear interest at our option at either adjusted SOFR plus 2.25% to 3.25% or an alternate base rate plus 1.25% to 2.25%, in each case depending on the utilization of the borrowing base. Beginning in the third quarter of 2025 through maturity, borrowings under our bank credit facility will bear interest at our option, at either SOFR plus 2.0% to 3.0% or an alternate base rate plus 1.0% to 2.0%, also in each case depending on the utilization of the borrowing base. We also pay a commitment fee of 0.375% to 0.50% on the unused portion of the borrowing base. Our bank credit facility places certain restrictions upon our and our subsidiaries' ability to, among other things, incur additional indebtedness, pay cash dividends, repurchase common stock, make certain loans, investments and divestitures and redeem the senior notes. The only financial covenants are the maintenance of a leverage ratio of less than 4.0 to 1.0, which reduces to 3.75 to 1.0 at June 30, 2025 and to 3.5 to 1.0 at September 30, 2025, and an adjusted current ratio of at least 1.0 to 1.0. We were in compliance with the covenants as of September 30, 2024. F ederal and State Taxation At September 30, 2024, we had $754.1 million in U.S. federal net operating loss ("NOL") carryforwards and $1.7 billion in certain state NOL carryforwards. As a result of the change of control in August 2018, our ability to use NOLs to reduce taxable income is limited. If we do not generate a sufficient level of taxable income prior to the expiration of the pre-2018 NOL carryforward periods, then we will lose the ability to apply those NOLs as offsets to future taxable income. We estimate that $740.6 million of the U.S. federal NOL carryforwards and $1.2 billion of the estimated state NOL carryforwards will expire unused. Our federal income tax returns for the years subsequent to December 31, 2019 remain subject to examination. Our income tax returns in major state income tax jurisdictions remain subject to examination for various periods subsequent to December 31, 2020. Currently, we are under examination with the state of Louisiana and believe that our significant filing positions are highly certain and that all of our other significant income tax filing positions and deductions would be sustained under audit or the final resolution would not have a material effect on the consolidated financial statements. Therefore, we have not established any significant reserves for uncertain tax positions. 23 COMSTOCK RESOURCES, INC.