UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~Quarter Ended~~quarterly period ended ~~June 30, 2020~~

March 31, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-03262

COMSTOCK RESOURCES, INC.

(Exact name of registrant as specified in its charter)

~~Nevada~~

~~94-1667468~~

Nevada

94-1667468

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034

(Address of principal executive offices)

Telephone No.: (972) 668-8800

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.50 (per share)	CRK	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Emerging growth company ☐ Accelerated filer x Non-accelerated ☐ Smaller reporting company ☐ ☐	~~Accelerated filer~~ ☒	~~Non-accelerated filer~~ ☐	~~Smaller reporting company~~ ☐
~~Emerging growth company~~ ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒x

The number of shares outstanding of the registrant's common stock, par value $0.50, as of ~~August 6, 2020~~May 5, 2021 was ~~232,579,863.~~232,410,218.

COMSTOCK RESOURCES, INC.

QUARTERLY REPORT

For the Quarter Ended ~~June 30, 2020~~

March 31, 2021

INDEX

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30,
2020

December 31,
2019

ASSETS

(In thousands)

Cash and Cash Equivalents

$
11,595

$
18,532

Accounts Receivable:

Oil and gas sales

75,369

120,111

Joint interest operations

11,866

24,761

From affiliates

9,934

35,469

Derivative Financial Instruments

55,426

75,304

Income Taxes Receivable

10,218

5,109

Other Current Assets

13,202

10,399

Total current assets

187,610

289,685

Property and Equipment:

Oil and natural gas properties, successful efforts method:

Proved

4,309,659

4,077,513

Unproved

383,958

410,897

Other

6,610

6,866

Accumulated depreciation, depletion and amortization

(699,584
)

(486,473
)
Net property and equipment

4,000,643

4,008,803

Goodwill

335,897

335,897

Income Taxes Receivable

—

5,109

Derivative Financial Instruments

5,045

13,888

Operating Lease Right-of-Use Assets

3,992

3,509

Other Assets

231

231

$
4,533,418

$
4,657,122

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts Payable

$
173,411

$
252,994

Accrued Costs

103,459

137,166

Operating Leases

2,331

1,994

Derivative Financial Instruments

11,765

222

Total current liabilities

290,966

392,376

Long-term Debt

2,501,803

2,500,132

Deferred Income Taxes

211,566

211,772

Derivative Financial Instruments

13,058

4,220

Long-term Operating Leases

1,661

1,515

Reserve for Future Abandonment Costs

18,994

18,151

Other Non-current Liabilities

2,869

6,351

Total liabilities

3,040,917

3,134,517

Commitments and Contingencies

Mezzanine Equity:

Preferred Stock — 5,000,000 shares authorized, 175,000 shares and 385,000 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively:

Series A 10% Convertible Preferred Stock, 210,000 shares issued and outstanding

—

204,583

Series B 10% Convertible Preferred Stock, 175,000 shares issued and outstanding

175,000

175,000

Stockholders' Equity:

Common stock—$0.50 par, 400,000,000 shares authorized, 232,579,863 and 190,006,776 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively

116,290

95,003

Additional paid-in capital

1,092,662

909,423

Accumulated earnings

108,549

138,596

Total stockholders' equity

1,317,501

1,143,022

$
4,533,418

$
4,657,122


	March 31, 2021		December 31, 2020
ASSETS	(In thousands)
Cash and cash equivalents	$	77,435	$	30,272
Accounts receivable:
Oil and gas sales	126,503		125,016
Joint interest operations	13,348		14,615
From affiliates	12,967		6,155
Derivative financial instruments	4,627		8,913

Other current assets	9,163		14,839
Total current assets	244,043		199,810
Property and equipment:
Oil and natural gas properties, successful efforts method:
Proved	4,812,130		4,647,188
Unproved	336,674		332,765
Other	6,707		6,858
Accumulated depreciation, depletion and amortization	(1,011,065)		(902,261)
Net property and equipment	4,144,446		4,084,550
Goodwill	335,897		335,897

Derivative financial instruments	3,524		661
Operating lease right-of-use assets	7,201		3,025
Other assets	37		40
	$	4,735,148	$	4,623,983
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	280,696	$	259,284
Accrued costs	89,923		133,019
Operating leases	2,145		2,284
Derivative financial instruments	60,820		47,005
Total current liabilities	433,584		441,592
Long-term debt	2,800,478		2,517,149
Deferred income taxes	170,433		200,583
Derivative financial instruments	198		2,364
Long-term operating leases	5,068		740
Reserve for future abandonment costs	19,915		19,290
Other non-current liabilities	479		492
Total liabilities	3,430,155		3,182,210
Commitments and contingencies	0		0
Mezzanine equity:
Series B 10% Convertible Preferred stock — 5,000,000 shares authorized, 175,000 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	175,000		175,000
Stockholders' equity:
Common stock—$0.50 par, 400,000,000 shares authorized, 232,411,218 and 232,414,718 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	116,206		116,206
Additional paid-in capital	1,097,044		1,095,384
Accumulated earnings (deficit)	(83,257)		55,183
Total stockholders' equity	1,129,993		1,266,773
	$	4,735,148	$	4,623,983

The accompanying notes are an integral part of these statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended March 31,
	2020			2019			2020			2019					2021		2020
	(In thousands, except per share amounts)														(In thousands, except per share amounts)
Revenues:													Revenues:
Natural gas sales	$	172,362		$	91,951		$	379,601		$	182,083		Natural gas sales		$	323,960	$	207,239
Oil sales		7,173			36,165			25,812			72,914		Oil sales		16,525		18,639
Total oil and gas sales		179,535			128,116			405,413			254,997		Total oil and gas sales		340,485		225,878
Operating expenses:													Operating expenses:
Production taxes		6,445			5,827			12,012			11,766
Production and ad valorem taxes													Production and ad valorem taxes		9,652		8,401
Gathering and transportation		26,590			10,502			55,001			17,932		Gathering and transportation		29,458		28,411
Lease operating		30,944			14,452			59,656			29,337		Lease operating		24,563		25,878
Depreciation, depletion and amortization		103,347			46,847			213,772			84,437		Depreciation, depletion and amortization		109,128		110,425
General and administrative		8,298			6,841			17,017			14,655		General and administrative		8,028		8,719
Exploration		—			—			27			—		Exploration		0		27
Loss on sale of oil and gas properties		—			26			—			25
Loss (gain) on sale of assets													Loss (gain) on sale of assets		(70)		0
Total operating expenses		175,624			84,495			357,485			158,152		Total operating expenses		180,759		181,861
Operating income		3,911			43,621			47,928			96,845		Operating income		159,726		44,017
Other income (expenses):													Other income (expenses):
Gain (loss) from derivative financial instruments		(12,298	)		14,744			49,601			7,087		Gain (loss) from derivative financial instruments		(21,749)		61,899
Other income (expense)		(9	)		155			304			248
Transaction costs		—			(1,443	)		—			(1,443	)
Other income													Other income		281		313

Interest expense		(52,064	)		(28,568	)		(104,874	)		(56,419	)	Interest expense		(63,811)		(52,810)
Loss on early extinguishment of debt		(861	)		—			(861	)		—
Loss on early retirement of debt													Loss on early retirement of debt		(238,539)		0
Total other income (expenses)		(65,232	)		(15,112	)		(55,830	)		(50,527	)	Total other income (expenses)		(323,818)		9,402
Income (loss) before income taxes		(61,321	)		28,509			(7,902	)		46,318		Income (loss) before income taxes		(164,092)		53,419
Benefit from (provision for) income taxes		11,445			(7,102	)		54			(11,336	)	Benefit from (provision for) income taxes		29,967		(11,391)
Net income (loss)		(49,876	)		21,407			(7,848	)		34,982		Net income (loss)		(134,125)		42,028
Preferred stock dividends and accretion		(10,126	)		—			(22,198	)		—		Preferred stock dividends and accretion		(4,315)		(12,072)
Net income (loss) available to common stockholders	$	(60,002	)	$	21,407		$	(30,046	)	$	34,982		Net income (loss) available to common stockholders		$	(138,440)	$	29,956

Net income (loss) per share:													Net income (loss) per share:
Basic	$	(0.29	)	$	0.20		$	(0.15	)	$	0.33		Basic		$	(0.60)	$	0.16
Diluted	$	(0.29	)	$	0.20		$	(0.15	)	$	0.33		Diluted		$	(0.60)	$	0.15
Weighted average shares outstanding:													Weighted average shares outstanding:
Basic		208,904			105,457			198,910			105,457		Basic		231,377		188,916
Diluted		208,904			105,457			198,910			105,457		Diluted		231,377		285,166

The accompanying notes are an integral part of these ~~statements~~

statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

Common
Shares

Common
Stock-
Par Value

Additional
Paid-in
Capital

Accumulated
Earnings

Total

(In thousands)

Balance at January 1, 2019

105,871

$
52,936

$
452,513

$
64,122

$
569,571

Stock-based compensation

(3
)

(2
)

650

—

648

Net income

—

—

—

13,575

13,575

Balance at March 31, 2019

105,868

52,934

453,163

77,697

583,794

Stock-based compensation

74

37

586

—

623

Net income

—

—

—

21,407

21,407

Balance at June 30, 2019

105,942

$
52,971

$
453,749

$
99,104

$
605,824

Balance at January 1, 2020

190,007

$
95,003

$
909,423

$
138,596

$
1,143,022

Stock-based compensation

(24
)

(12
)

1,442

—

1,430

Income tax withholdings related to equity awards

(2
)

(1
)

(14
)

—

(15
)
Net income

—

—

—

42,028

42,028

Preferred dividend accretion

—

—

—

(2,500
)

(2,500
)
Payment of preferred dividends

—

—

—

(9,572
)

(9,572
)
Balance at March 31, 2020

189,981

94,990

910,851

168,552

1,174,393

Stock-based compensation

507

254

1,298

—

1,552

Issuances of common stock

42,092

21,046

190,592

—

211,638

Stock issuance costs

—

—

(10,079
)

—

(10,079
)
Net loss

—

—

—

(49,876
)

(49,876
)
Preferred dividend accretion

—

—

—

(2,917
)

(2,917
)
Payment of preferred dividends

—

—

—

(7,210
)

(7,210
)
Balance at June 30, 2020

232,580

$
116,290

$
1,092,662

$
108,549

$
1,317,501


	Common Shares	Common Stock- Par Value		Additional Paid-in Capital		Accumulated Earnings (Deficit)		Total
	(In thousands)

Balance at January 1, 2020	190,007	$	95,003	$	909,423	$	138,596	$	1,143,022
Stock-based compensation	(24)	(12)		1,442		—		1,430
Income tax withholdings on equity awards	(2)	(1)		(14)		—		(15)
Net income	—	—		—		42,028		42,028
Preferred stock accretion	—	—		—		(2,500)		(2,500)
Payment of preferred dividends	—	—		—		(9,572)		(9,572)
Balance at March 31, 2020	189,981	$	94,990	$	910,851	$	168,552	$	1,174,393














Balance at January 1, 2021	232,415	$	116,206	$	1,095,384	$	55,183	$	1,266,773
Stock-based compensation	(4)	—		1,690		—		1,690
Stock issuance costs	—	—		(30)		—		(30)
Net loss	—	—		—		(134,125)		(134,125)
Payment of preferred dividends	—	—		—		(4,315)		(4,315)
Balance at March 31, 2021	232,411	$	116,206	$	1,097,044	$	(83,257)	$	1,129,993

The accompanying notes are an integral part of these ~~statements~~

statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,

2020

2019

(In thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

$
(7,848
)
$
34,982

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Deferred income taxes

(206
)

11,430

Exploration

27

—

Loss on sale of oil and gas properties

—

25

Depreciation, depletion and amortization

213,772

84,437

Gain on derivative financial instruments

(49,601
)

(7,087
)
Cash settlements of derivative financial instruments

98,703

7,335

Amortization of debt discount and issuance costs

14,726

3,197

Stock-based compensation

2,982

1,271

Loss on early extinguishment of debt

861

—

Decrease in accounts receivable

83,172

20,734

Decrease (increase) in other current assets

(2,803
)

1,592

Increase (decrease) in accounts payable and accrued expenses

(87,694
)

15,110

Net cash provided by operating activities

266,091

173,026

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(233,874
)

(177,789
)
Prepaid drilling costs

—

8,097

Proceeds from sales of oil and gas properties

—

390

Net cash used for investing activities

(233,874
)

(169,302
)
CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings on bank credit facility

102,000

72,000

Repayments on bank credit facility

(552,000
)

(52,000
)
Issuance of 9¾% Senior Notes

450,000

—

Issuance of Common Stock

206,626

—

Redemption of Preferred Series A Convertible Stock

(210,000
)

—

Preferred stock dividends paid

(16,782
)

—

Debt and stock issuance costs

(18,983
)

(170
)
Income tax withholdings related to equity awards

(15
)

—

Net cash provided by (used for) financing activities

(39,154
)

19,830

Net increase (decrease) in cash and cash equivalents

(6,937
)

23,554

Cash and cash equivalents, beginning of period

18,532

23,193

Cash and cash equivalents, end of period

$
11,595

$
46,747


	Three Months Ended March 31,
	2021		2020
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(134,125)	$	42,028
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Deferred income taxes	(30,150)		11,330
Exploration	0		27
Gain on sale of assets	(70)		0
Depreciation, depletion and amortization	109,128		110,425
(Gain) loss on derivative financial instruments	21,749		(61,899)
Cash settlements of derivative financial instruments	(8,677)		45,416
Amortization of debt discount and issuance costs	8,489		7,199
Stock-based compensation	1,690		1,430
Loss on early retirement of debt	238,539		0
(Increase) decrease in accounts receivable	(7,032)		54,297
(Increase) decrease in other current assets	4,778		(3,828)
Decrease in accounts payable and accrued expenses	(11,047)		(56,306)
Net cash provided by operating activities	193,272		150,119
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(165,751)		(143,490)

Proceeds from sales of assets	200		0
Net cash used for investing activities	(165,551)		(143,490)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on bank credit facility	145,000		57,000
Repayments on bank credit facility	(95,000)		(57,000)
Issuance of 6.75% Senior Notes	1,257,500		0
Retirement of 7.50% and 9.75% Senior Notes	(1,263,651)		0


Preferred stock dividends paid	(4,315)		(9,572)
Debt and stock issuance costs	(20,092)		(47)
Income tax withholdings on equity awards	0		(15)
Net cash provided by (used for) financing activities	19,442		(9,634)
Net increase (decrease) in cash and cash equivalents	47,163		(3,005)
Cash and cash equivalents, beginning of period	30,272		18,532
Cash and cash equivalents, end of period	$	77,435	$	15,527

The accompanying notes are an integral part of these ~~statements~~

statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June 30, 2020~~

March 31, 2021

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –

Basis of Presentation

These unaudited consolidated financial statements include the accounts of Comstock Resources, Inc. and its wholly-owned subsidiaries (collectively, "Comstock" or the "Company"). In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of Comstock as of ~~June 30, 2020,~~March 31, 2021, and the related results of operations and cash flows for the periods being presented. Net income and comprehensive income are the same in all periods presented. All adjustments are of a normal recurring nature unless otherwise disclosed.

Certain amounts in prior periods have been reclassified to conform with current period presentation.

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, ~~2019.~~

2020.

The results of operations for the period through ~~June 30, 2020~~March 31, 2021 are not necessarily an indication of the results expected for the full year.

~~Covey Park Acquisition~~

On July 16, 2019, Comstock acquired Covey Park Energy LLC ("Covey Park") for total consideration of $700.0 million of cash, the issuance of Series A Convertible Preferred Stock with a redemption value of $210.0 million, and the issuance of 28,833,000 shares of common stock (the "Covey Park Acquisition"). In addition to the consideration paid, Comstock assumed $625.0 million of Covey Park's 7½% senior notes, repaid $380.0 million of Covey Park's then outstanding borrowings under its bank credit facility and redeemed all of Covey Park's preferred equity for $153.4 million. Based on the fair value of the preferred stock issued and the closing price of the Company's common stock of $5.82 per share on July 16, 2019, the transaction was valued at approximately $2.2 billion. Covey Park's operations were focused primarily in the Haynesville/Bossier shale in North Louisiana and East Texas. Funding for the Covey Park Acquisition was provided by the sale of 50.0 million newly issued shares of common stock for $300.0 million and 175,000 shares of newly issued Series B Convertible Preferred Stock for $175.0 million to the Company's majority stockholder and by borrowings under Comstock's bank credit facility and cash on hand. In connection with the Covey Park Acquisition, Comstock incurred $41.0 million of advisory and legal fees and other acquisition-related costs during the year ended December 31, 2019. These acquisition costs were included in transaction costs in the Company's consolidated statements of operations. The operations of Covey Park are included in the financial results for the three and six months ended June 30, 2020. The following pro forma condensed combined financial information for the three and six months ended June 30, 2019 gives effect to the Covey Park Acquisition as if the acquisition had occurred on January 1, 2019. The unaudited pro forma information reflects adjustments for the issuance of the Company's common stock and preferred stock, debt incurred in connection with the transaction, the impact of the fair value of properties acquired on depletion and other adjustments the Company believes are reasonable for the pro forma presentation. In addition, the pro forma earnings exclude acquisition-related costs. The unaudited pro forma results do not reflect any cost savings or other synergies that may arise in the future.

Pro Forma

Pro Forma

Three Months Ended

Six Months Ended

June 30, 2019

June 30, 2019

(In thousands, except per share amount)

Revenues:

$
295,547

$
610,850

Net Income

$
102,506

$
164,583

Net income per share:

Basic

$
0.50

$
0.79

Diluted

$
0.36

$
0.59

Property and Equipment

The Company follows the successful efforts method of accounting for its oil and natural gas properties. Costs incurred to acquire oil and gas leasehold are capitalized.

The Company assesses the need for an impairment of the capitalized costs for its proved oil and gas properties on a property basis. NaN impairments were recognized to adjust the carrying value of the Company's proved oil and gas properties during any of the periods presented. Unproved oil and gas properties are also periodically assessed and any impairment in value is charged to expense. The costs related to unproved properties are transferred to proved oil and gas properties and amortized on an equivalent unit-of-production basis when they are reflected in proved oil and natural gas reserves. Exploratory drilling costs are initially capitalized as ~~unproved~~proved property but charged to expense if and when the well is determined not to have found commercial quantities of proved oil and gas reserves. Exploratory drilling costs are evaluated within a one-year period after the completion of drilling.

The Company determines the fair values of its oil and gas properties using a discounted cash flow model and proved and risk-adjusted probable oil and natural gas 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 oil and natural gas prices, production costs, capital expenditures, and future production as well as estimated proved oil and gas reserves and risk-adjusted probable oil and natural gas reserves. Management's oil and natural gas price outlook is developed based on third-party longer-term price forecasts as of each measurement date. The expected future net cash flows are discounted using an appropriate discount rate in determining a property's fair value.

It is reasonably possible that the Company's estimates of undiscounted future net cash flows attributable to its oil and gas properties may change in the future. The primary factors that may affect estimates of future cash flows include future adjustments, both positive and negative, to proved and appropriate risk-adjusted probable oil and gas reserves, results of future drilling activities, future prices for oil and natural gas, and increases or decreases in production and capital costs. As a result of these changes, there may be future impairments in the carrying values of these or other properties.

Goodwill

The Company had goodwill of $335.9 million as of ~~June 30, 2020~~March 31, 2021 that was recorded in 2018. Goodwill represents the excess of value of the Company over fair value of net tangible and identifiable intangible assets at the time of the change in control, which occurred on August 14, 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 1st of each year ~~to allow sufficient time to assess goodwill impairment~~ 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.

Leases

The Company has right-of-use lease assets of ~~$4.0~~$7.2 million related to its corporate office lease, certain office equipment and leased vehicles used in oil and gas operations with corresponding short-term and long-term ~~liabilities of $2.3~~liabilities. In January 2021, the corporate office lease was extended for three additional years which added $4.7 million ~~and $1.7 million, respectively.~~to operating lease right-of-use assets during the three months ended March 31, 2021. 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 oil and natural gas reserves and the related rights to use the land associated with those leases are reflected as oil and gas properties.

Comstock contracts for a variety of equipment used in its oil and natural gas exploration and development ~~operations.~~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 operations routinely change due to changes in commodity prices, demand for oil and natural gas, and the overall operating and economic environment. Comstock accordingly manages the terms of its contracts for drilling rigs so as to allow for maximum flexibility in responding to these changing conditions. The Company's rig contracts are presently either for periods of less than one year, or they are on terms that provide for cancellation with 45 days advance notice without a specified expiration date. Accordingly, the Company has elected not to recognize right-of-use lease assets for these rig contracts. The costs associated with drilling rig operations are accounted for under the successful efforts method, which generally require that these costs be capitalized as part of our proved oil and natural gas properties on our balance sheet unless they are incurred on exploration wells that are unsuccessful, in which case they are charged to exploration expense.

Lease costs recognized during the three months ~~and six months~~ ended ~~June 30, 2020~~March 31, 2021 were as follows:

Three Months
Ended
June 30, 2020

Six Months
Ended
June 30, 2020

(In thousands)

Operating lease cost included in general and administrative expense

$
416

$
827

Operating lease cost included in lease operating expense

212

349

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

7,580

19,281

$
8,208

$
20,457


	Three Months Ended March 31, 2021
	(In thousands)
Operating lease cost included in general and administrative expense	$	429
Operating lease cost included in lease operating expense	232
Short-term lease cost (drilling rig costs included in proved oil and gas properties)	11,458
	$	12,119

Cash payments for operating leases associated with right-of-use assets included in cash provided by operating activities were ~~$0.6 million and $1.2 million~~$661 thousand for the three months ~~and six months~~ ended ~~June 30, 2020, respectively.~~

March 31, 2021.

As of ~~June 30, 2020, Comstock had the following liabilities under~~March 31, 2021, expected future payments related to contracts that contain operating ~~leases:~~

leases were as follows:

	(In thousands)
July 1 to December 31, 2020	$	1,278
2021		2,274
					(In thousands)
April 1 to December 31, 2021				April 1 to December 31, 2021	$	1,670
2022		473		2022	2,260
2023		136		2023	1,927
2024				2024	1,708
Total lease payments		4,161		Total lease payments	7,565
Imputed interest		(169	)	Imputed interest	(351)
Total lease liability	$	3,992		Total lease liability	$	7,214

The weighted average term of these operating leases was ~~1.8~~3.4 years and the weighted average interest rate used in lease computations was ~~4.5%~~2.8%. As of ~~June 30, 2020,~~March 31, 2021, the Company also had expected future payments for contracted drilling services of ~~$3.5~~$5.9 million.

Accrued Costs

Accrued costs at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 consisted of the following:


	As of June 30, 2020		As of December 31, 2019			As of March 31, 2021		As of December 31, 2020
	(In thousands)					(In thousands)
Accrued capital expenditures					Accrued capital expenditures	$	26,839	$	24,959
Accrued interest payable	$	39,096	$	39,501	Accrued interest payable	24,597		67,265
Accrued capital expenditures		13,115		42,193
Accrued transportation costs		27,707		28,307	Accrued transportation costs	23,867		25,353
Accrued transaction costs		3,364		10,830
Accrued employee compensation		7,552		8,653	Accrued employee compensation	4,562		7,519
Other					Other	4,445		4,457
Accrued ad valorem taxes					Accrued ad valorem taxes	3,000		0
Accrued lease operating expenses		8,695		4,990	Accrued lease operating expenses	2,613		3,466
Other		3,930		2,692
	$	103,459	$	137,166		$	89,923	$	133,019

Reserve for Future Abandonment Costs

Comstock's asset retirement obligations relate to future plugging and abandonment expenses on its oil and gas properties and related facilities disposal. The following table summarizes the changes in Comstock's total estimated liability for such obligations during the periods presented:


	Six Months Ended June 30,							Three Months Ended March 31,
	2020			2019				2021		2020
	(In thousands)							(In thousands)
Reserve for future abandonment costs at beginning of period	$	18,151		$	5,136		Reserve for future abandonment costs at beginning of period	$	19,290	$	18,151
New wells placed on production		289			156		New wells placed on production	328		186

Liabilities settled and assets disposed of		(27	)		(29	)	Liabilities settled and assets disposed of	0		(11)
Accretion expense		581			193		Accretion expense	297		287
Reserve for future abandonment costs at end of period	$	18,994		$	5,456		Reserve for future abandonment costs at end of period	$	19,915	$	18,613

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.

All of Comstock's natural gas derivative financial instruments, except for certain basis swaps, are tied to the Henry Hub-NYMEX price index and all of its crude oil derivative financial instruments are tied to the WTI-NYMEX index price. The Company had the following oil and natural gas price derivative financial instruments ~~excluding basis swaps~~at March 31, 2021:


	Future Production Period
	Nine Months Ending December 31, 2021		Year Ending December 31, 2022		Total
Natural Gas Swap Contracts:
Volume (MMBtu)	159,228,737	(1)	23,650,000			182,878,737
Average Price per MMBtu	$2.53	(1)	$2.58			$2.54
Natural Gas Collar Contracts:
Volume (MMBtu)	103,630,000		25,400,000			129,030,000
Price per MMBtu:
Average Ceiling	$3.02		$3.24			$3.06
Average Floor	$2.47		$2.51			$2.48






Natural Gas Swaptions Contracts:
Volume (MMBtu)	—		43,800,000	(2)		43,800,000	(2)
Average Price per MMBtu	—		$2.51	(2)		$2.51	(2)
Natural Gas Basis Swap Contracts:
Volume (MMBtu)	11,000,000	(3)	10,950,000	(3)		21,950,000	(3)
Average Price per MMBtu	($0.12)		($0.16)			($0.14)
Crude Oil Collar Contracts:
Volume (Bbls)	412,500					412,500
Price per Bbl:
Average Ceiling	$51.67					$51.67
Average Floor	$41.67					$41.67

_____________________________

(1)For the nine months ending December 31, 2021, natural gas price swap contracts include 33,000,000 MMBtu at an average price of $2.51 that are part of certain natural gas price swaption contracts which ~~are discussed separately below, at June 30, 2020:~~

Future Production Period

Six Months Ending December 31, 2020

Year Ending December 31, 2021

Year Ending December 31, 2022

Total

Natural Gas Swap Contracts:

Volume (MMBtu)

94,011,612

⁽¹⁾

142,633,140

⁽²⁾

10,950,000

247,594,752

Average Price per MMBtu

$2.63

⁽¹⁾

$2.55

⁽²⁾

$2.53

$2.58

Natural Gas 2-Way Collar Contracts:

Volume (MMBtu)

8,700,000

98,550,000

—

107,250,000

Price per MMBtu:

Average Ceiling

$2.92

$2.88

—

$2.89

Average Floor

$2.43

$2.45

—

$2.45

Natural Gas 3-Way Collar Contracts:

Volume (MMBtu)

9,200,000

—

—

9,200,000

Price per MMBtu:

Average Ceiling

$2.99

—

—

$2.99

Average Floor

$2.63

—

—

$2.63

Average Put

$2.32

—

—

$2.32

Natural Gas Swaptions Call Contracts:

Volume (MMBtu)

—

71,250,000

⁽³⁾

49,200,000

⁽⁴⁾

120,450,000

Average Price per MMBtu

—

$2.52

⁽³⁾

$2.51

⁽⁴⁾

$2.52

Crude Oil Collar Contracts:

Volume (Barrels)

532,100

—

—

532,100

Price per Barrel:

Average Ceiling

$63.89

—

—

$63.89

Average Floor

$49.25

—

—

$49.25

include a call to extend the price swap by the counterparty as described in (2) below.

(2)

~~(1)~~

For the six months ending December 31, 2020, natural gas price swap contracts include 38,640,000 MMBtu at an average price of $2.52 that are part of certain natural gas price swaption contracts which include a call to extend the price swap by the counterparty as described in (3) below.

~~(2)~~

For the year ending December 31, 2021, natural gas price swap contracts include 23,650,000 MMBtu at an average price of $2.52 that are part of certain natural gas price swaption contracts which include a call to extend the price swap by the counterparty as described in (4) below.

~~(3)~~

The counterparty has the right to exercise a call option to enter into a price swap with the Company on 71,250,000 MMBtu in 2021 at an average price of $2.52. The call option expires for 47,450,000 MMBtu at an average price of $2.53 in October 2020; for 7,300,000 MMBtu at an average price of $2.50 in November 2020 and for 16,500,000 MMBtu at an average price of $2.50 in March 2021.

~~(4)~~

The counterparty has the right to exercise a call option to enter into a price swap with the Company on 49,200,000 MMBtu in 2022 at an average price $2.51. The call option expires for 5,400,000 MMBtu at an average price of $2.50 in March 2021; for 36,500,000 MMBtu at an average price of $2.52 in October 2021 and 7,300,000 MMBtu at an average price of $2.50 in November 2021.

~~In addition to the swaps, collars and swaptions above, at June 30, 2020,~~ the Company ~~has basis swap contracts that~~on 43,800,000 MMBtu in 2022 at an average price $2.51. The call option expires for 36,500,000 MMBtu at an average price of $2.52 in October 2021 and 7,300,000 MMBtu at an average price of $2.50 in November 2021.

(3)Contracts fix the differential between NYMEX Henry Hub and the Houston Ship Channel indices. ~~These contracts settle monthly through December 2022 on a total volume of 36,590,000 MMBtu. The fair value of these contracts was a net asset of $1.1 million at June 30, 2020.~~

The Company has interest rate swap agreements that fix LIBOR at 0.33% for $500.0 million of its floating rate long-term debt. These contracts settle monthly through April 2023. The fair value of these contracts was a net liability of ~~$2.8~~$1.1 million at ~~June 30, 2020.~~

March 31, 2021.

NaN of the Company's derivative contracts were designated as cash flow hedges. The aggregate fair value of the Company's derivative instruments ~~reported~~are presented on a gross basis in the accompanying consolidated balance ~~sheets by type, including the~~sheets. The classification of derivative financial instruments between assets and liabilities, consists of the following:


Type	Consolidated Balance Sheet Location	June 30, 2020		December 31, 2019		Type	Consolidated Balance Sheet Location	March 31, 2021		December 31, 2020
		(in thousands)						(in thousands)
Asset Derivative Financial Instruments:						Asset Derivative Financial Instruments:
Natural gas price derivatives	Derivative Financial Instruments – current	$	49,793	$	75,123	Natural gas price derivatives	Derivative Financial Instruments – current	$	2,633	$	8,913
Oil price derivatives	Derivative Financial Instruments – current		5,633		181	Oil price derivatives	Derivative Financial Instruments – current	1,994		0
		$	55,426	$	75,304			$	4,627	$	8,913

Natural gas price derivatives	Derivative Financial Instruments – long-term	$	5,045	$	13,888	Natural gas price derivatives	Derivative Financial Instruments – long-term	$	3,524	$	661

Liability Derivative Financial Instruments:						Liability Derivative Financial Instruments:
Natural gas price derivatives	Derivative Financial Instruments – current	$	10,849	$	—	Natural gas price derivatives	Derivative Financial Instruments – current	$	54,414	$	45,158
Oil price derivatives	Derivative Financial Instruments – current		—		222	Oil price derivatives	Derivative Financial Instruments – current	5,451		831
Interest rate derivatives	Derivative Financial Instruments – current	916		—		Interest rate derivatives	Derivative Financial Instruments – current	955		1,016
		$	11,765	$	222			$	60,820	$	47,005

Natural gas price derivatives	Derivative Financial Instruments – long-term	$	11,160	$	4,220	Natural gas price derivatives	Derivative Financial Instruments – long-term	$	21	$	1,308

Interest rate derivatives	Derivative Financial Instruments – long-term		1,898	—		Interest rate derivatives	Derivative Financial Instruments – long-term	177		1,056
		$	13,058	$	4,220			$	198	$	2,364

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 lossesrelated 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:


Gain (Loss) Recognized in	Three Months Ended June 30,					Six Months Ended June 30,
Earnings on Derivatives	2020			2019		2020			2019
Gain (Loss) on Derivatives Recognized in Earnings												Gain (Loss) on Derivatives Recognized in Earnings	Three Months Ended March 31,
Gain (Loss) on Derivatives Recognized in Earnings												Gain (Loss) on Derivatives Recognized in Earnings		2021		2020
	(In thousands)													(In thousands)
Natural gas price derivatives	$	(5,140	)	$	7,302	$	37,835		$	10,458		Natural gas price derivatives		$	(18,877)	$	42,975
Oil price derivatives		(4,406	)		7,442		14,518			(3,371	)	Oil price derivatives		(3,544)		18,924
Interest rate derivatives		(2,752	)		—		(2,752	)		—		Interest rate derivatives		672		0
	$	(12,298	)	$	14,744	$	49,601		$	7,087				$	(21,749)	$	61,899

Subsequent to ~~June 30, 2020,~~March 31, 2021, the Company entered into ~~additional~~ natural gas ~~2-way collar~~swap contracts to hedge ~~10,000~~14,600,000 MMBtu ~~per day~~ of natural gas production from ~~April 2021~~January 2022 to ~~March~~December 2022 at an average ~~ceiling~~ price of ~~$3.00~~$2.70 per MMBtu and an average floor price of $2.50 per MMBtu and crude oil collar contracts to hedge 182,500 barrels of oil production in 2021 with an average ceiling price of $45.00 per barrel and an average floor price of $40.00 per barrel.

MMBtu.

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 ~~$1.6~~$1.7 million and ~~$0.6~~$1.4 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,~~March 31, 2021 and 2020, ~~and 2019, respectively, and $3.0 million and $1.3 million for the six months ended June 30, 2020 and 2019,~~ respectively.

~~In June 2020, the Company granted 514,258 shares of restricted stock to its directors and employees. The 2020 grants had a weighted average fair value of $5.38 per share on the grant date.~~

As of ~~June 30, 2020,~~March 31, 2021, Comstock had ~~1,481,889~~1,034,506 shares of unvested restricted stock outstanding at a weighted average grant date fair value of ~~$5.96~~$5.80 per share. Total unrecognized compensation cost related to unvested restricted stock grants of ~~$6.6~~$3.7 million as of ~~June 30, 2020~~March 31, 2021 is expected to be recognized over a period of ~~2.1~~1.6 years.

As of ~~June 30, 2020,~~March 31, 2021, Comstock had 1,136,488 PSUs outstanding at a weighted average grant date fair value of $9.33 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 0 to 2,272,976 shares of common stock. Total unrecognized compensation cost related to these grants of ~~$6.7~~$4.1 million as of ~~June 30, 2020~~March 31, 2021 is expected to be recognized over a period of ~~2.1~~ ~~years~~.

1.5 years.

Revenue Recognition

Comstock produces oil and natural gas and reports revenues separately for each of these 2 primary products in its statements of operations. Revenues are recognized upon the transfer of produced volumes to the Company's customers, who take control of the volumes and receive all the benefits of ownership upon delivery at designated sales points. Payment is reasonably assured upon delivery of production. All sales are subject to contracts that have commercial substance, contain specific pricing terms, and define the enforceable rights and obligations of both parties. These contracts typically provide for cash settlement within 25 days following each production month and are cancellable upon 30 days' notice by either party for oil and vary for natural gas based upon the terms set out in the confirmations between both parties. Prices for sales of oil and natural gas are generally based upon terms that are common in the oil and gas industry, including index or spot prices, location and quality differentials, as well as market supply and demand conditions. As a result, prices for oil and natural gas routinely fluctuate based on changes in these factors. Each unit of production (barrel of crude oil and thousand cubic feet of natural gas) represents a separate performance obligation under the Company's contracts since each unit has economic benefit on its own and each is priced separately according to the terms of the contracts.

Comstock has elected to exclude all taxes from the measurement of transaction prices, and its revenues are reported net of royalties and exclude revenue interests owned by others because the Company acts as an agent when selling crude oil and natural gas, on behalf of royalty owners and working interest owners. Revenue is recorded in the month of production based on an estimate of the Company's share of volumes produced and prices realized. The Company recognizes any differences between estimates and actual amounts received in the month when payment is received. Historically, differences between estimated revenues and actual revenue received have not been significant. The amount of oil or natural gas sold may differ from the amount to which the Company is entitled based on its revenue interests in the properties. The Company did not have any significant imbalance positions at ~~June 30, 2020.~~March 31, 2021. Sales of oil and natural gas generally occur at or near the wellhead. When sales of oil and gas occur at locations other than the wellhead, the Company accounts for costs incurred to transport the production to the delivery point as gathering and transportation expenses. The Company recognized accounts receivable of ~~$75.4~~$126.5 million as of ~~June 30, 2020~~March 31, 2021 from customers for contracts where performance obligations have been satisfied and an unconditional right to consideration exists.

Credit Losses

~~On January 1, 2020,~~

Substantially all of the Company's accounts receivable are due from either purchasers of oil and gas or participants in oil and gas wells for which the Company ~~adopted Financial Accounting Standards Board Accounting Standards Codification 326, Credit Losses("ASC 326").~~ ~~In adopting ASC 326,~~serves as the ~~Company determined~~ ~~Topic 326 is limited~~operator. Generally, operators of oil and gas wells have the right to offset future revenues against unpaid charges related to operated wells. Oil and gas sales are generally unsecured. Comstock assesses the ~~trade accounts~~collectibility of its receivables ~~relating to purchaser receivables and joint interest receivables~~based upon their age, the credit quality of the ~~Company.~~ purchaser or participant and the potential for revenue offset. The Company ~~performs quarterly impairment analysis using~~has not had any significant credit losses in the ~~Current Expected Credit Losses ("CECL") impairment model. The Company concluded there is 0 cumulative-effect adjustment required as of January 1, 2020~~past and ~~credit impairment at June 30, 2020 was immaterial.~~

believes its accounts receivable are fully collectible. Accordingly, no allowance for doubtful accounts has been recorded for the three months ended March 31, 2021 and 2020.

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.

The following is an analysis of the consolidated income tax ~~provision:~~

benefit (provision):


	Three Months Ended June 30,					Six Months Ended June 30,							Three Months Ended March 31,
	2020			2019		2020			2019					2021		2020
	(In thousands)													(In thousands)
Current - Federal	$	—		$	—	$	—		$	—		Current - Federal		$	0	$	0
Current - State		88			24		149			(94	)	Current - State		(136)		(61)
Deferred - Federal		(13,520	)		6,834		(2,017	)		10,776		Deferred - Federal		34,919		(11,503)
Deferred - State		1,987			244		1,814			654		Deferred - State		(4,816)		173
	$	(11,445	)	$	7,102	$	(54	)	$	11,336				$	29,967	$	(11,391)

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

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

2020

2019

Tax at statutory rate

21
%

21
%

21
%

21
%
Tax effect of:

Valuation allowance on deferred tax assets

(0.8
)

2.4

5.2

1.7

State income taxes, net of federal benefit

(2.5
)

(0.2
)

(30.0
)

0.5

Nondeductible stock-based compensation

0.8

1.2

2.9

0.9

Other

0.2

0.5

1.6

0.3

Effective tax rate

18.7
%

24.9
%

0.7
%

24.4
%


	Three Months Ended March 31,
		2021		2020
Tax at statutory rate		21.0	%	21.0	%
Tax effect of:
Valuation allowance on deferred tax assets		0.5		(0.5)
State income taxes, net of federal benefit		(3.0)		0.3
Nondeductible stock-based compensation		(0.2)		0.5

Effective tax rate		18.3	%	21.3	%

The Company's federal income tax returns for the years subsequent to December 31, ~~2015~~2016 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, ~~2012.~~2013. The Company currently believes that all other significant filing positions are highly certain and that all of its other significant income tax 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.

The Company's natural gas price swap agreements, basis swap agreements, interest rate swap agreements and its crude oil and natural gas price collars were not traded on a public exchange, and their value is determined utilizing a discounted

cash flow model based on inputs that are readily available in public markets and, accordingly, the valuation of these derivative financial instruments, is categorized as a Level 2 measurement. The Company's natural gas swaption agreements are measured at fair value using a third-party pricing service, categorized as a Level 3 measurement.

~~The Company had 0 derivative instruments classified as Level 3 as of June 30, 2019.~~

The following is a reconciliation of the beginning and ending balances for derivative ~~instrument assets (liabilities)~~instruments classified as Level 3 in the fair value hierarchy:

Six Months Ended
June 30, 2020

(In thousands)

Balance at beginning of year

$
4,351

Total gain (loss) included in earnings

11,454

Settlements, net

(22,585
)
Balance at end of period

$
(6,780
)


	Three Months Ended March 31, 2021
	(In thousands)
Balance at beginning of year	$	(22,588)
Total loss included in earnings	9,712
Settlements, net	1,919
Transfers out of Level 3	(6,418)
Balance at end of period	$	(17,375)

Fair Values – Reported

The following presents the carrying amounts and the fair values of the Company's financial instruments as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~

June 30, 2020

December 31, 2019

Carrying Value

Fair Value

Carrying Value

Fair Value

Assets:

(In thousands)

Derivative financial instruments ⁽¹⁾

$
60,471

$
60,471

$
89,192

$
89,192

Liabilities:

Derivative financial instruments ⁽¹⁾

$
24,823

$
24,823

$
4,442

$
4,442

Bank credit facility ⁽²⁾

$
800,000

$
800,000

$
1,250,000

$
1,250,000

7½% senior notes due 2025 ⁽³⁾

$
462,296

$
551,266

$
455,768

$
534,375

9¾% senior notes due 2026 ⁽³⁾

$
1,271,785

$
1,255,500

$
820,057

$
765,000

~~_____________~~

~~(1)~~

~~The Company~~'s natural gas price swaps and basis swap agreements, its interest rate swap agreements and its crude oil and natural gas price collars are classified as Level 2 and measured at fair value using a market approach using third party pricing services and other active markets or broker quotes that are readily available in the public markets. The Company's natural gas swaption contracts provide the counterparty the right, but not the obligation, to extend terms of an existing swap on predetermined dates. Due to subjectivity of the inputs used to value the counterparty rights in the contracts, these contracts are classified as Level 3 in the fair value hierarchy.

2020:

~~(2)~~

~~The carrying value of our floating rate debt outstanding approximates fair value.~~


	March 31, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:	(In thousands)
Derivative financial instruments (1)	$	8,151	$	8,151	$	9,574	$	9,574
Liabilities:
Derivative financial instruments (1)	$	61,018	$	61,018	$	49,369	$	49,369
Bank credit facility (2)	$	550,000	$	550,000	$	500,000	$	500,000
7.50% senior notes due 2025 (3)	$	189,304	$	253,565	$	473,728	$	628,691
9.75% senior notes due 2026 (3)	$	844,068	$	951,498	$	1,577,824	$	1,769,625
6.75% senior notes due 2029 (3)	$	1,257,443	$	1,275,000	$	0	$	0

~~(3)~~

~~The fair value of the Company~~'~~s fixed rate debt was based on quoted prices as of June 30, 2020 and December 31, 2019, respectively, a Level 1 measurement.~~

______________

(1)The Company's natural gas price swaps and basis swap agreements, its interest rate swap agreements and its crude oil and natural gas price collars are classified as Level 2 and measured at fair value using a market approach using third party pricing services and other active markets or broker quotes that are readily available in the public markets. The Company's natural gas swaption contracts provide the counterparty the right, but not the obligation, to extend terms of an existing swap on predetermined dates. Due to subjectivity of the inputs used to value the counterparty rights in the contracts, these contracts are classified as Level 3 in the fair value hierarchy.

(2)The carrying value of our floating rate debt outstanding approximates fair value.

(3)The fair value of the Company's fixed rate debt was based on quoted prices as of March 31, 2021 and December 31, 2020, respectively, a Level 1 measurement.

Earnings Per Share

Unvested ~~share-based payment awards~~restricted stock containing ~~nonforfeitable~~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, 2021 and December 31, 2020, 1,034,506 and 1,038,006 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 March 31,
		2021	2020
		(in thousands)
Unvested restricted stock		1,035	1,085

PSUs represent the right to receive a number of shares of the Company's common stock that may range from 0 to up to ~~two~~2 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 ~~contingency~~performance period. The treasury stock method is used to measure the dilutive effect of PSUs.

~~NaN of the Company's participating securities participate in losses and~~ Weighted average unearned PSUs outstanding were as ~~such are excluded from the computation of basic earnings per share during periods of net losses. T~~hefollows:


	Three Months Ended March 31,
		2021	2020
		(In thousands, except per unit amounts)
Weighted average PSUs		1,136	927
Weighted average grant date fair value per unit		$9.33	$9.58

The Company redeemed all of the shares of Series A Convertible Preferred Stock ~~during the three months ended June 30,~~on May 19, 2020. The Series B Convertible Preferred Stock became convertible into an aggregate of 43,750,000 shares of common stock on July 16, 2020 at a conversion price of $4.00 per share. The dilutive effect of preferred stock is computed using the if-converted method as if conversion of the preferred shares had occurred at the earlier of the date of issuance or the beginning of the period.

At June 30, 2020 and December 31, 2019, 1,481,889 and 1,092,309 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~~convertible preferred stock outstanding were as follows:

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

2020

2019

(in thousands)

Unvested restricted stock

1,184

441

1,135

427


	Three Months Ended March 31,
		2021	2020
		(In thousands)
Weighted average convertible preferred stock		43,750	96,250

~~Weighted average unearned PSUs outstanding were~~

NaN of the Company's participating securities participate in losses and as ~~follows:~~

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

2020

2019

(In thousands, except per unit amounts)

Weighted average PSUs

976

335

951

335

Weighted average grant date fair value per unit

$
9.33

$
12.93

$
9.33

$
12.93

such are excluded from the computation of basic earnings per share during periods of net losses. The ~~convertible preferred stock, unvested restricted shares and the~~ PSUs were anti-dilutive in the three months ~~and six months~~ ended ~~June 30, 2020 and 2019.~~

March 31, 2020.

Basic and diluted income (loss) per share were determined as follows:

	Three Months Ended June 30,
	2020								2019
	Loss			Shares		Per Share			Income			Shares		Per Share
	(In thousands, except per share amounts)
Net income (loss) attributable to common stock	$	(60,002	)						$	21,407
Income allocable to unvested restricted shares		—								(89	)
Basic income (loss) attributable to common stock		(60,002	)		208,904	$	(0.29	)		21,318			105,457	$	0.20
Diluted income (loss) attributable to common stock	$	(60,002	)		208,904	$	(0.29	)	$	21,318			105,457	$	0.20

	Six Months Ended June 30,																Three Months Ended March 31,
	2020								2019								2021					2020
	Loss			Shares		Per Share			Income			Shares		Per Share			Loss		Shares	Per Share		Income		Shares	Per Share
	(In thousands, except per share amounts)																(In thousands, except per share amounts)
Net income (loss) attributable to common stock	$	(30,046	)						$	34,982						Net income (loss) attributable to common stock	$	(138,440)				$	29,956
Income allocable to unvested restricted shares		—								(141	)					Income allocable to unvested restricted shares	0					(37)
Basic income (loss) attributable to common stock		(30,046	)		198,910	$	(0.15	)		34,841			105,457	$	0.33	Basic income (loss) attributable to common stock	(138,440)		231,377	$	(0.60)	29,919		188,916	$	0.16
Effect of Dilutive Securities:																Effect of Dilutive Securities:
Convertible preferred stock																Convertible preferred stock	0		0			12,072		96,250
Diluted income (loss) attributable to common stock	$	(30,046	)		198,910	$	(0.15	)	$	34,841			105,457	$	0.33	Diluted income (loss) attributable to common stock	$	(138,440)	231,377	$	(0.60)	$	41,991	285,166	$	0.15

Basic and diluted per share amounts are the same for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 due to the net loss in ~~those periods.~~

the period.

Supplementary Information with Respect to the Consolidated Statements of Cash Flows

Cash payments made for interest and income taxes and other non-cash investing ~~and financing~~ activities for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively, were as follows:

Six Months Ended June 30,

2020

2019

(In thousands)

Cash payments for:

Interest payments

$
90,824

$
56,430

Income tax payments

$
—

$
2

Non-cash investing activities include:

Decrease in accrued capital expenditures

$
29,078

$
4,209

Non-cash financing activities include:

Retirement of debt in exchange for common stock

$
(4,151
)

$
—

Issuance of common stock in exchange for debt

$
5,012

$
—


	Three Months Ended March 31,
	2021		2020
	(In thousands)
Cash payments for:
Interest payments	$	97,990	$	55,207

Non-cash investing activities include:
Increase (decrease) in accrued capital expenditures	$	1,880	$	(13,190)

~~Recent Accounting Pronouncements~~

In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." ASU 2017-04 eliminates step two of the goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a reporting unit with its carrying amount. ASU 2017-04 is effective for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 and early adoption is permitted. We did not early adopt ASU 2017-04 and will implement ASU 2017-04 when we perform our annual impairment assessments following adoption of this standard in 2020. We do not expect the adoption to have a significant effect on our results of operations, liquidity or financial position.

(2) LONG-TERM DEBT –

At ~~June 30, 2020,~~March 31, 2021, long-term debt was comprised of the following:

(In thousands)

7½% Senior Notes due 2025:

Principal

$
619,400

Discount, net of amortization

(157,104
)
9¾% Senior Notes due 2026:

Principal

1,350,000

Discount, net of amortization

(78,215
)
Bank Credit Facility:

Principal

800,000

Debt issuance costs, net of amortization

(32,278
)

$
2,501,803


	(In thousands)
7.50% Senior Notes due 2025:
Principal	$	244,400
Discount, net of amortization	(55,096)
9.75% Senior Notes due 2026:
Principal	872,934
Net discount, net of amortization	(28,866)
6.75% Senior Notes due 2029:
Principal	1,250,000
Premium, net of amortization	7,443
Bank Credit Facility:
Principal	550,000
Debt issuance costs, net of amortization	(40,337)
	$	2,800,478

As of ~~June 30, 2020,~~March 31, 2021, the Company had $550.0 million outstanding under a bank credit facility with a $1.4 billion committed borrowing base which is re-determined on a semi-annual basis and upon the occurrence of certain other events which matures on July 16, 2024. Borrowings under the bank credit facility are secured by substantially all of the assets of the Company and its subsidiaries and bear interest at the Company's option, at either LIBOR plus 2.25% to 3.25% or a base rate plus 1.25% to 2.25%, in each case depending on the utilization of the borrowing base. The Company also pays a commitment fee of 0.375% to 0.5% on the unused 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 and an adjusted current ratio of at least 1.0 to 1.0. The Company was in compliance with the covenants as of ~~June 30, 2020.~~

~~During the three months ended June 30, 2020,~~March 31, 2021.

On March 4, 2021, the Company ~~exchanged 767,096 shares of its common stock, valued at approximately $5.0 million, to retire $5.6 million aggregate~~issued $1.25 billion principal amount of its 6.75% senior notes due 2029 in a private placement and received net proceeds after offering costs of $1.24 billion, which were used to repurchase a portion of the Company's 7½~~% Senior Notes~~7.50% senior notes due 2025 and 9.75% senior notes due 2026 pursuant to a tender offer. The new senior notes 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.

Pursuant to the tender offer, Comstock repurchased $375.0 million principal amount of its 7.50% senior notes due 2025 and $777.1 million principal amount of its 9.75% senior notes due 2026 for and aggregate amount of $1.26 billion, which ~~had a carrying~~included premiums paid over face value of ~~$4.2 million.~~$97.9 million, accrued interest of $12.5 million and $1.1 million of costs related to the tender offer. As a result of the early retirement of the senior notes repurchased in the tender offer, the Company recognized a ~~$0.9~~$238.5 million loss on early retirement of debt in the three ~~and six~~ months ended ~~June 30, 2020.~~

On June 23, 2020, the Company issued $500.0 million principal amount of its 9¾% Senior Notes due 2026 in an underwritten offering and received net proceeds of $441.1 million, which were used to repay borrowings under the Company's bank credit facility. The senior notes mature on August 15, 2026 and accrue interest at a rate of 9¾~~% per annum, payable semi-annually on February 15 and on August 15 of each year.~~

March 31, 2021.

(3) PREFERRED STOCK –

In connection with the acquisition of Covey Park ~~Acquisition,~~Energy LLC, the Company issued 210,000 shares of Series A Convertible Preferred Stock with a face value of $210.0 million and a fair value of $200.0 million as part of the consideration for the acquisition and sold 175,000 shares of Series B Convertible Preferred Stock for $175.0 million to its majority stockholder. ~~The holders of the preferred stock are entitled to receive quarterly dividends at a rate of 10% per annum, which are paid in arrears.~~ On May 19, 2020, the Company redeemed the 210,000 outstanding shares of the Series A Preferred Stock for an aggregate redemption price of $210.0 million plus accrued and unpaid dividends of approximately $2.9 ~~million. At any time after July 16, 2020,~~million. The holder of the Series B Preferred Stock is entitled to receive quarterly dividends at a rate of 10% per annum, which are paid in arrears. The holder of the Series B Convertible Preferred Stock may convert any or all shares of such preferred stock into shares of the Company's common stock at $4.00 per share, subject to adjustment pursuant to customary anti-dilution provisions. The Company has the right to redeem the Series B Convertible Preferred Stock at any time at face value plus accrued dividends. The Series B Convertible Preferred Stock is classified as mezzanine equity based on the majority stockholder's ability to control the terms of conversion to common stock.

(4) ~~COMMON STOCK –~~

In May 2020, the Company completed a public underwritten offering of its common stock pursuant to which it issued and sold 41,325,000 shares for net proceeds after offering costs of $196.5 million. The proceeds of the offering were used toward the redemption of the Series A Convertible Preferred Stock.

~~(5) Commitments and Contingencies –~~

The Company has entered into natural gas transportation contracts which expire beginning February 2021 and extend through October 2031. Commitments under these contracts are $7.3 million for the remainder of 2020, $15.1 million for 2021, $24.8 million per year for 2022 through 2023, $24.9 million for 2024 and $169.6 million for the remaining term of the contracts.

COMMITMENTS AND CONTINGENCIES

The Company has drilling rig contracts and completion service contracts. Terms of drilling contracts vary from well to well, or are for periods of less than one year. The service contracts are generally cancellable with 45 days' notice. Existing commitments under these contracts is $3.5 million as of June 30, 2020.

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 ~~June 30, 2020~~March 31, 2021 or ~~2019.~~

(6)2020.

(5) RELATED PARTY TRANSACTIONS –

Comstock operates ~~wells for partnerships~~oil and gas properties held by a partnership owned by ~~the Company's~~our majority stockholder. ~~As operator, Comstock charges~~We charge the ~~partnerships~~partnership for the costs incurred to drill, complete and ~~operate~~produce the wells, as well as ~~customary~~ drilling and operating overhead fees that ~~it charges~~we charge other ~~working~~ interest owners. ~~Comstock~~We also provide natural gas marketing services to the partnership, including evaluating potential markets and providing hedging services, in return for a fee equal to $0.02 per Mcf for natural gas marketed. We received ~~$30.8 million~~$412 thousand and ~~$76.1 million from the partnerships related to these wells~~$324 thousand for the three months ~~and six months~~ ended ~~June 30,~~March 31, 2021 and 2020, respectively, for operating and ~~$0.9 million and $1.6 million for~~marketing services provided to the ~~three months and six months ended June 30, 2019, respectively. Comstock~~partnership.

In connection with our operation of the wells, we had a ~~$9.9~~$13.0 million receivable from the ~~partnerships~~partnership at ~~June 30, 2020,~~March 31, 2021, which was collected in full ~~on August 5, 2020.~~

in May 2021. We also had a $1.9 million receivable for the fair market value of oil and natural gas price hedging contracts that we have entered into with the partnership.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements that involve risks and uncertainties that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. 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 filed on Form 10-K for the year ended December 31, ~~2019.~~

In December 2019, a novel strain of coronavirus (SARS-CoV-2), which causes COVID-19, was reported to have surfaced in China. The spread of this virus has caused business disruption beginning in January 2020, including disruption to the oil and natural gas industry. In March 2020, the World Health Organization declared the outbreak of COVID-19 to be a pandemic, and the U.S. economy began to experience pronounced effects. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, reduced global demand for oil and natural gas, and created significant volatility and disruption of financial and commodity markets. In March 2020, announced price reductions and possible production increases by members of the Organization of Petroleum Exporting Countries and other oil exporting nations in combination with the reduced global demand for oil caused the posted price for West Texas Intermediate oil to decline sharply. The extent of the impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives, is uncertain and depends on various factors, including the future demand for oil and natural gas, the availability of personnel, equipment and services critical to our ability to operate and develop our properties and the impact of potential governmental restrictions on travel, transports and operations. Our natural gas operations, which are primarily in the Haynesville shale in North Louisiana and East Texas, have not been adversely affected so far in 2020. ~~Our non-operated oil operations have been substantially impacted by the low oil prices and certain operators have shut in production due to low demand.~~

Results of Operations


	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
	2020		2019		2020		2019				2021		2020
Net Production Data:	(In thousands except per unit amounts)								Net Production Data:		(In thousands except per unit amounts)
Natural gas (MMcf)		116,477		40,928		239,263		74,077	Natural gas (MMcf)		113,293		122,786
Oil (Mbbls)		360		695		814		1,505
Oil (MBbls)									Oil (MBbls)		326		454
Natural gas equivalent (MMcfe)		118,631		45,093		244,144		83,105	Natural gas equivalent (MMcfe)		115,246		125,513

Revenues:									Revenues:
Natural gas sales	$	172,362	$	91,951	$	379,601	$	182,083	Natural gas sales		$	323,960	$	207,239
Oil sales		7,173		36,165		25,812		72,914	Oil sales		16,525		18,639
Total oil and gas sales	$	179,535	$	128,116	$	405,413	$	254,997	Total oil and gas sales		$	340,485	$	225,878

Expenses:									Expenses:
Production taxes	$	6,445	$	5,827	$	12,012	$	11,766
Production and ad valorem taxes									Production and ad valorem taxes		$	9,652	$	8,401
Gathering and transportation	$	26,590	$	10,502	$	55,001	$	17,932	Gathering and transportation		$	29,458	$	28,411
Lease operating ⁽¹⁾	$	30,944	$	14,452	$	59,656	$	29,337
Lease operating									Lease operating		$	24,563	$	25,878
Depreciation, depletion and amortization	$	103,347	$	46,847	$	213,772	$	84,437	Depreciation, depletion and amortization		$	109,128	$	110,425
Exploration	$	—	$	—	$	27	$	—	Exploration		$	—	$	27

Average Sales Price:									Average Sales Price:
Natural gas (per Mcf)	$	1.48	$	2.25	$	1.59	$	2.46	Natural gas (per Mcf)		$	2.86	$	1.69
Oil (per Bbl)	$	19.97	$	52.10	$	31.72	$	48.46	Oil (per Bbl)		$	50.69	$	41.01
Average equivalent (Mcfe)	$	1.51	$	2.84	$	1.66	$	3.07	Average equivalent (Mcfe)		$	2.95	$	1.80

Expenses ($ per Mcfe):									Expenses ($ per Mcfe):
Production taxes	$	0.05	$	0.13	$	0.05	$	0.14
Production and ad valorem taxes									Production and ad valorem taxes		$	0.08	$	0.06
Gathering and transportation	$	0.22	$	0.23	$	0.23	$	0.22	Gathering and transportation		$	0.26	$	0.23
Lease operating ⁽¹⁾	$	0.27	$	0.32	$	0.24	$	0.35
Lease operating									Lease operating		$	0.21	$	0.21
Depreciation, depletion and amortization	$	0.87	$	1.04	$	0.88	$	1.02	Depreciation, depletion and amortization		$	0.95	$	0.88

~~(1)~~

~~Includes ad valorem and state franchise taxes.~~

Revenues –

Oil and natural gas sales of ~~$179.5~~$340.5 million increased by ~~$51.4~~$114.6 million ~~(40%~~(51%) in the ~~second~~first quarter of 2021 as compared to $225.9 million for the first quarter of 2020, ~~as compared to $128.1 million for the second quarter of 2019~~which increase was primarily due to higher prices received for our oil and natural gas ~~production resulting from the acquisition of Covey Park in July 2019.~~production. Our natural gas production for the ~~second~~first quarter of ~~2020~~2021 was ~~116.5~~113.3 billion cubic feet ("Bcf") (1.3 Bcf per day), which was sold at an average price of ~~$1.48~~$2.86 per Mcf as compared to ~~40.9~~122.8 Bcf ~~(0.5~~(1.3 Bcf per day) sold at an average price of ~~$2.25~~$1.69 per Mcf in the ~~second~~first quarter of ~~2019.~~2020. Oil production of ~~360 Mbbls (3,947 barrels~~326 MBbls (3,617 Bbls per day) was sold at an average price of ~~$19.97~~$50.69 per ~~barrel~~Bbl in the ~~second~~first quarter of ~~2020~~2021 as compared to ~~695 Mbbls (7,628 barrels~~454 MBbls (4,994 Bbls per day) sold at an average price of ~~$52.10~~$41.01 per ~~barrel in the second quarter of 2019.~~

Oil and natural gas sales of $405.4 million increased by 150.4 million (59%) in the six months ended June 30, 2020 as compared to $255.0 million for the six months ended June 30, 2019. Our natural gas production for the first six months of 2020 was 239.3 Bcf (1.3 Bcf per day) was sold at an average price of $1.59 per Mcf as compared to 74.1 Bcf (0.4 Bcf per day) sold at an average price of $2.46 per McfBbl in the first ~~six months~~quarter of 2019. Oil production of 814 Mbbls (4,471 barrels per day) was sold at an average price of $31.72 per barrel in the first six months of 2020 as compared to 1,505 Mbbls (8,313 barrels per day) sold at an average price of $48.46 per barrel in the first six months of 2019.

2020.

We utilize natural gas and ~~crude~~ oil price derivative financial instruments to manage our exposure to changes in natural gas and oil prices and to protect returns on investment from our drilling activities.

The following table presents our natural gas and ~~crude~~ oil prices before and after the effect of cash settlements of our derivative financial instruments:


	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended March 31,
	2020		2019		2020		2019				2021		2020
Average Realized Natural Gas Price:									Average Realized Natural Gas Price:
Natural gas, per Mcf	$	1.48	$	2.25	$	1.59	$	2.46	Natural gas, per Mcf		$	2.86	$	1.69
Cash settlements on derivative financial instruments, per Mcf		0.40		0.04		0.37		0.09	Cash settlements on derivative financial instruments, per Mcf		$	(0.07)	$	0.35
Price per Mcf, including cash settlements on derivative financial instruments	$	1.88	$	2.29	$	1.96	$	2.55	Price per Mcf, including cash settlements on derivative financial instruments		$	2.79	$	2.04

Average Realized Oil Price:									Average Realized Oil Price:
Crude oil per Barrel	$	19.97	$	52.10	$	31.72	$	48.46
Cash settlements on derivative financial instruments, per Barrel		17.92		0.02		10.87		0.25
Price per Barrel, including cash settlements on derivative financial instruments	$	37.89	$	52.12	$	42.59	$	48.71
Oil, per Bbl									Oil, per Bbl		$	50.69	$	41.01
Cash settlements on derivative financial instruments, per Bbl									Cash settlements on derivative financial instruments, per Bbl		$	(2.82)	$	5.30
Price per Bbl, including cash settlements on derivative financial instruments									Price per Bbl, including cash settlements on derivative financial instruments		$	47.87	$	46.31

Costs and Expenses –

Our production and ad valorem taxes ~~increased $0.6~~increased $1.3 million ~~(11%~~(15%) to ~~$6.4 million for the second quarter of 2020 from $5.8 million in the second quarter of 2019. Production taxes increased $0.2 million (2%) to $12.0~~$9.7 million for the first ~~six months~~quarter of ~~2020~~2021 from ~~$11.8~~$8.4 million in the first ~~six months~~quarter of ~~2019. Production taxes~~2020. The increase was primarily ~~increased~~ due to higher oil and natural gas ~~production.~~

~~Gathering and transportation costs for the second quarter of 2020 increased $16.1 million (153%) to $26.6 million as compared to $10.5 million~~prices in ~~the second quarter of 2019.~~ 2021.

Gathering and transportation costs for the first ~~six months~~quarter of ~~2020~~2021 increased ~~$37.1~~$1.0 million ~~(207%~~(4%) to ~~$55.0~~$29.5 million as compared to ~~$17.9~~$28.4 million ~~for~~in the first ~~six months~~quarter of ~~2019. The increase~~2020 due primarily ~~related~~ to ~~the increase in~~higher gathering and transportation rates on our natural gas ~~production resulting from the Covey Park acquisition and our drilling activities.~~

production.

Our lease operating expense of ~~$30.9~~$24.6 million for the ~~second~~first quarter of ~~2020 increased $16.4~~2021 decreased $1.3 million ~~(114%~~(5%) from lease operating expense of $14.5 million for the second quarter of 2019. This increase primarily reflects the increase in production of 163%. Our lease operating expense of $0.27 per Mcfe produced for the three months ended June 30, 2020 was $0.05 per Mcfe lower than the lease operating expense of $0.32 per Mcfe for the same period in 2019. Our lease operating expense of $59.7$25.9 million for the first ~~six months~~quarter of ~~2020 increased $30.4 million (103%) from lease operating expense of $29.3 million for the first six months of 2019.~~2020. This ~~increase primarily reflects the increase in production of 194%. Our lease operating expense of $0.24 per Mcfe produced for the first six months of 2020 was $0.11 per Mcfe~~decrease relates to lower ~~than the lease operating expense of $0.35 per Mcfe for the same period in 2019. The lower average per unit cost is related to the growth in our lower cost~~oil and natural gas production ~~where much of the operating costs are fixed in nature.~~

~~Exploration expense in the first six months of 2020 related to impairments of unevaluated properties~~ in the first quarter of ~~2020.~~

2021.

Depreciation, depletion and amortization ("DD&A") ~~increased $56.5~~decreased $1.3 million ~~(121%~~(1%) to ~~$103.3~~$109.1 million in the ~~second~~first quarter of ~~2020~~2021 from ~~$46.8~~$110.4 million in the ~~second~~first quarter of ~~2019 due to the 163% increase in production.~~2020. Our DD&A per equivalent Mcf produced ~~decreased $0.17 (16%~~increased $0.07 (8%) to ~~$0.87~~$0.95 per Mcfe for the three months ended ~~June 30, 2020~~March 31, 2021 from ~~$1.04~~$0.88 per Mcfe for the three months ended June 30, 2019. DD&A increased $129.4 million (153%) to $213.8 million in the first six months of 2020 from $84.4 million in the first six months of 2019 due to the 194% increase in production. Our DD&A per equivalent Mcf produced decreased

March 31, 2020.

$0.14 (14%) to $0.88 per Mcfe for the first six months of 2020 from $1.02 per Mcfe for the first six months of 2019. The lower rates in 2020 reflect the increase in production from our lower cost Haynesville shale properties.

General and administrative expenses, which are reported net of overhead reimbursements, ~~increased~~decreased to $8.3 million for the second quarter of 2020 from $6.8 million in the second quarter of 2019 due primarily to higher stock-based compensation and higher personnel costs. Included in general and administrative expenses are stock-based compensation of $1.6 million and $0.6 million for the three months ended June 30, 2020 and 2019, respectively. General and administrative expenses increased to $17.0$8.0 million for the first ~~six months~~quarter of ~~2020~~2021 from ~~$14.7~~$8.7 million in the first ~~six months~~quarter of 2019 also mainly due to higher stock-based compensation and higher personnel costs. Included in general and administrative expenses are stock-based compensation of $3.0 million and $1.3 million for the six months ended June 30, 2020 and 2019, respectively.

2020.

We use derivative financial instruments as part of our price risk management program to protect our capital investments. During the three months ended ~~June 30, 2020 and 2019,~~March 31, 2021, we had net losses on ~~derivatives~~derivative financial instruments of ~~$12.3~~$21.7 million, ~~and~~as compared to net gains on ~~derivatives~~derivative financial instruments of ~~$14.7~~$61.9 million ~~respectively. The losses in~~during the ~~second quarter of 2020 are attributable to the improvement in future natural gas prices since~~three months ended March 31, 2020. ~~Our realized~~Realized net ~~gains~~losses from our oil and natural gas price risk management program were ~~$53.3 million and $1.9~~$8.4 million for the three months ended ~~June 30, 2020 and 2019, respectively. During the six months ended June 30, 2020 and 2019, we had net gains on derivatives of $49.6 million and $7.1 million, respectively. Our~~March 31, 2021 as compared to realized net gains ~~from our price risk management program were $98.7 million and $7.3 million for the six months ended June 30, 2020 and 2019, respectively.~~

~~Interest expense~~ of ~~$52.1~~$45.4 million for the three months ended ~~June 30, 2020 and $104.9 million for the six months ended June 30, 2020, included~~March 31, 2020. Realized losses from our interest ~~on our 7½% senior notes, our 9¾% senior notes and our bank credit facility. Interest expense of $28.6 million~~rate risk management program were $269 thousand for the three months ended ~~June 30, 2019~~March 31, 2021.

Interest expense was $63.8 million and ~~$56.4~~$52.8 million for the ~~six months~~three ended ~~June 30, 2019 includes~~March 31, 2021 and 2020, respectively. The increase in interest onexpense is due to the ~~9¾%~~issuance of $800.0 million principal amount of 9.75% senior notes in the second and ~~our bank credit facility.~~

third quarters of 2020.

Income taxes for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ were a benefit of ~~$11.4~~$30.0 million and a provision of ~~$7.1~~$11.4 million, respectively. ~~Income taxes for the six months ended June 30, 2020~~The benefit and ~~2019 were a benefit of $0.1 million and a provision of $11.3 million, respectively. The~~ provision for income taxes for the three months ~~and six months~~ ended ~~June 30,~~March 31, 2021 and 2020 reflect an effective tax rate of ~~18.7%~~18.3% and ~~0.7%~~21.3%, respectively. The difference between the federal statutory rate of 21% and our effective rate is primarily due to the impact of state income taxes.

We reported net loss available to common stockholders of ~~$60.0~~$138.4 million or ~~$0.29~~$0.60 per share, for the three months ended ~~June 30, 2020. Our net~~March 31, 2021 primarily due to the $238.5 million pre-tax loss ~~during this period includes income~~on early retirement of our 7.50% senior notes and 9.75% senior notes. Income from operations ~~of $3.9~~was $159.7 million ~~$12.3~~and we had $21.7 million in losses from derivative financial instruments, interest expense of ~~$52.1~~$63.8 million and ~~$10.1~~$4.3 million in preferred stock dividends. We reported net income ~~of $21.4 million or $0.20 per diluted share for the three months ended June 30, 2019. In the first six months of 2020, we reported net loss~~ available to common stockholders of $30.0 million or $0.15 per share. Our net loss during this period includes income from operations of $47.9 million and gains on derivative financial instruments of $49.6 million, which were offset by higher interest expense of $104.9 million and $22.2 million in preferred stock dividends. We reported net income of $35.0 million or $0.33 per diluted share for the ~~six~~three months ended ~~June 30, 2019.~~

March 31, 2020.

Liquidity and Capital Resources

Funding for our activities has historically been provided by our operating cash flow, debt or equity financings or proceeds from asset sales. For the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we generated ~~$266.1~~$193.3 million in cash flow from operating ~~activities. We also completed an underwritten public offering of our common stock in which we received $196.5~~activities as compared to $150.1 million in ~~net proceeds and we issued $500.0 million of our~~ 9¾~~% senior notes in which we received net proceeds of $441.1 million. For~~cash flow from operating activities for the ~~six~~three months ended June 30, 2019, cash provided by operating activities was $173.0 million and we had net borrowings under our bank credit facility of $20.0 million. Our primary needs for capital, in addition to funding our ongoing operations, relate to the acquisition, development and exploration of our oil and natural gas properties and the repayment of our debt. In the six months ended June 30, 2020, we incurred capital expenditures of $205.2 million to fund our development and exploration activities.

March 31, 2020.

The following table summarizes our capital expenditure activity:


						Three Months Ended March 31,
	Six Months Ended June 30,					2021		2020
	2020		2019			(In thousands)
	(In thousands)
Exploration and development:					Exploration and development:
Exploratory leasehold costs					Exploratory leasehold costs	$	5,776	$	—
Development leasehold costs	$	6,336	$	4,306	Development leasehold costs	4,056		3,881
Development drilling and completion costs		183,480		172,918	Development drilling and completion costs	155,239		122,058
Other development costs		15,418		4,716	Other development costs	3,780		4,561
Total capital expenditures	$	205,234	$	181,940	Total capital expenditures	$	168,851	$	130,500

~~During the first six months of 2020, we~~

We drilled ~~38 (21.1~~25 (19.6 net) wells and completed ~~36 (17.3~~14 (9.5 net) Haynesville shale ~~wells.~~wells during the first three months of 2021. We expect to spend an additional ~~$195.0~~$350 million to ~~$235.0~~$390 million in the remaining ~~six~~nine months of ~~2020~~2021 to drill ~~29 (21.7~~46 (37 net) additional

wells, to complete ~~43 (25.0~~45 (40 net) wells and for other development activity. We expect to fund our future development and exploration activities with future operating cash flow. The timing of most of our future capital expenditures is discretionary because we have no 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. AsIf our plans or assumptions change or our assumptions prove to be inaccurate, we may be required to seek additional capital, including additional equity or debt financings. 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 2021 because the timing and size of ~~June 30, 2020,~~acquisitions are unpredictable. We intend to use our cash flows from operations, borrowings under our bank credit facility, or other debt or equity financings 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, oil and natural gas 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.

On March 4, 2021, we ~~had four drilling rigs with minimum contractual payments~~issued $1.25 billion principal amount of ~~$3.5 million. We also have obligations to incur future payments for dismantlement, abandonment~~6.75% senior notes due 2029 in a private placement and ~~restoration~~received net proceeds after offering costs of ~~oil and gas properties~~$1.24 billion, which ~~are currently estimated to be incurred primarily after 2023.~~

~~The proceeds from the common stock offering, along with cash on hand,~~ were used to ~~redeem all of the outstanding shares of Series A Convertible Preferred Stock~~ ~~for an aggregate redemption price of $210.0 million plus accrued and unpaid dividends of approximately $2.9 million.~~

~~During the three months ended June 30, 2020, we exchanged 767,096 shares~~repurchase a portion of our ~~common stock, valued~~7.50% senior notes due 2025 and 9.75% senior notes due 2026 pursuant to a tender offer. The new senior notes mature on March 1, 2029 and accrue interest at ~~approximately $5.0 million, to retire $5.6 million aggregate principal amount~~a rate of ~~our 7½% senior notes. As a result,~~6.75% per annum, payable semi-annually on March 1 and September 1 of each year.

Under the tender offer, we ~~recognized a $0.9 million loss on early extinguishment of debt for the three and six months ended June 30, 2020.~~

~~On June 23, 2020, we issued $500.0~~repurchased $375 million principal amount of our ~~9¾%~~7.50% senior notes and ~~received net proceeds~~$777.1 million principal amount of ~~$441.1 million. The proceeds from~~our 9.75% senior notes for an aggregate amount of $1.26 billion, which included premiums paid over face value of $97.9 million, accrued interest of $12.5 million and $1.1 million of costs related to the tender offer. As a result of the early retirement of the senior notes ~~issuance were used to repay borrowings outstanding under our bank credit facility.~~

repurchased in the tender offer, we recognized a $238.5 million loss on early retirement of debt in the three months ended March 31, 2021.

At ~~June 30, 2020,~~March 31, 2021, we had ~~$800.0~~$550.0 million outstanding under our bank credit facility with a $1.4 billion committed borrowing base, which is re-determined on a semi-annual basis and upon the occurrence of certain other events, ~~which~~and matures on July 16, 2024. The borrowing base was redetermined at $1.4 billion on April 16, 2021. Borrowings under the bank credit facility are secured by substantially all of our assets and those of our subsidiaries and bear interest at our option, at either LIBOR plus 2.25% to 3.25% or a base rate plus 1.25% to 2.25%, in each case depending on the utilization of the borrowing base. We also pay a commitment fee of 0.375% to ~~0.5%~~0.50% on the unused portion of the borrowing base. The 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 and an adjusted current ratio of at least 1.0 to 1.0. We were in compliance with the covenants as of ~~June 30, 2020.~~

March 31, 2021.

Federal Taxation

~~The Tax Cuts~~

At March 31, 2021, we had $1.0 billion in U.S. federal net operating loss ("NOL") carryforwards and Jobs Act repealed the AMT for tax years beginning on or after January 1, 2018 and provides that existing AMT credit carryforwards can be utilized to offset federal taxes for any taxable year. Due to tax law enacted with the CARES Act, we have $10.2 million of unused credit carryforwards at June 30, 2020 that were refunded$1.5 billion in ~~the third quarter of this year.~~

~~The shares of common stock issued as~~certain state NOL carryforwards. As a result of the ~~Jones Contribution triggered an ownership~~ change ~~under Section 382~~ of ~~the Internal Revenue Code. As a result,~~control in August 2018, our ability to use ~~net operating losses ("NOLs")~~NOLs to reduce taxable income is generally limited to an annual amount based on the fair market value of our stock immediately prior to the ownership change multiplied by the long-term tax-exempt interest rate. Our NOLs are estimated to be limited to $3.3 million a year as a result of this limitation. In addition to this limitation, IRC Section 382 provides that a corporation with a net unrealized built-in gain immediately before an ownership change may increase its limitation by the amount of recognized built-in gain recognized during a recognition period, which is generally the five-year period immediately following an ownership change. Based on the fair market value of our common stock immediately prior to the ownership change, we believe that we have a net unrealized built-in gain which will increase the Section 382 limitation during the five-year recognition period from 2018 to ~~2023.~~ 2023 by $117.0 million.

NOLs that exceed the Section 382 limitation in any year continue to be allowed as carryforwards until they expire and can be used to offset taxable income for years within the carryover period subject to the limitation in each year. NOLs incurred prior to 2018 generally have a 20-year life until they expire. NOLs generated in 2018 and after would be carried forward indefinitely. Our use of new NOLs arising after the date of an ownership change would not be affected by the 382 limitation. 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 $822.3 million of the U.S. federal NOL carryforwards and $1.4 billion of the estimated state NOL carrforwards will expire unused.

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Oil and Natural Gas Prices

Our financial condition, results of operations and capital resources are highly dependent upon the prevailing market prices of natural gas and oil. These commodity prices are subject to wide fluctuations and market uncertainties due to a variety of factors, some of which are beyond our control. Factors influencing oil and natural gas prices include the level of global demand for ~~crude~~ oil, the foreign supply of oil and natural gas, the establishment of and compliance with production quotas by oil exporting countries, weather conditions that determine the demand for natural gas, the price and availability of alternative fuels and overall economic conditions. It is impossible to predict future oil and natural gas prices with any degree of certainty. Sustained weakness in natural gas and oil prices may adversely affect our financial condition and results of operations, and may also reduce the amount of oil and natural gas reserves that we can produce economically. Any reduction in our natural gas and oil reserves, including reductions due to price fluctuations, can have an adverse effect on our ability to obtain capital for our exploration and development activities. Similarly, any improvements in natural gas and oil prices can have a favorable impact on our financial condition, results of operations and capital resources.

As of ~~June 30, 2020,~~March 31, 2021, we ~~have entered into~~had natural gas price swap agreements towhich hedge approximately ~~247.6~~182.9 Bcf of our ~~2020~~2021 through 2022 natural gas production at an average price of ~~$2.58~~$2.54 per MMBtu and natural gas swaption contracts where the counterparty has the right to exercise a call option to enter into a price swap with the Company on 43.8 Bcf of our 2022 natural gas production at an average price of $2.51 per MMBtu. We also ~~have~~had natural gas ~~two-way~~ collars to hedge approximately ~~107.3~~129.0 Bcf of our ~~2020~~2021 and ~~2021~~2022 natural gas production with an average floor price of ~~$2.45~~$2.48 per MMBtu and an average ceiling price of $2.89 per MMBtu and natural gas three-way collars to hedge 9.2 Bcf of our 2020 natural gas production with an average floor price of $2.63 per MMBtu, an average ceiling price of $2.99 per MMBtu and an average put price of $2.32$3.06 per MMBtu. We also have oil collars to hedge ~~532,100 barrels~~412,500 Bbls with an average floor price of ~~$49.25~~$41.67 per ~~barrel~~Bbl and an average ceiling price of ~~$63.89~~$51.67 per ~~barrel.~~Bbl. None of our derivative contracts have margin requirements or collateral provisions that could require funding prior to the scheduled cash settlement date.The change in the fair value of our natural gas swaps that would result from a 10% change in commodities prices at ~~June 30, 2020~~March 31, 2021 would be ~~$46.3~~$39.4 million. Such a change in fair value could be a gain or a loss depending on whether prices increase or decrease. Based on our oil and natural gas production for the three months ended ~~June 30, 2020~~March 31, 2021 and our outstanding natural gas price swap agreements, a $0.10 change in the price per Mcf of natural gas would have changed our cash flow by approximately ~~$7.0~~$5.8 million. Our natural gas ~~two-way~~ collars, which cover the period ~~July~~April 1, ~~2020~~2021 through December 31, ~~2020~~2021, will result in natural gas prices on ~~8.7~~103.6 Bcf of our future production to be subject to a floor price of ~~$2.43~~$2.47 per MMBtu and an average ceiling price of $2.92 per MMBtu. Our natural gas three-way collars which cover the period July 1, 2020 through December 31, 2020 will result in natural gas prices on 9.2 Bcf of our future production to be subject to a floor price of $2.63 per MMBtu, an average ceiling price of $2.99 per MMBtu and an average put price of $2.32$3.02 per MMBtu. Our crude oil price collars which cover the period ~~July~~April 1, ~~2020~~2021 through December 31, ~~2020~~2021 will result in oil prices on ~~532,100 barrels~~412,500 Bbls of our future oil production to be subject to a floor price of ~~$49.25~~$41.67 per ~~barrel~~Bbl and an average ceiling price of ~~$63.89~~$51.67 per ~~barrel.~~Bbl. These collars may increase or decrease our cash flow depending upon whether future prices are below the floor or above the ceiling prices.

Interest Rates

At ~~June 30, 2020,~~March 31, 2021, we had approximately ~~$2.8~~$2.4 billion principal amount of long-term debt ~~outstanding as compared to $1.3 billion as of June 30, 2019. $1.35 billion of our long-term debt bear interest at a fixed rate of 9¾% (the "2026 Notes") and $619.4~~outstanding. $1,250.0 million of our long-term debt bear interest at a fixed rate of ~~7½%~~6.75% (the "2029 Notes"), $872.9 million of our long-term debt bear interest at a fixed rate of 9.75% (the "2026 Notes") and $244.4 million of our long-term debt bear interest at a fixed rate of 7.50% (the "2025 Notes"). The fair market value of our 2029 Notes, 2026 Notes and 2025 Notes as of ~~June 30, 2020~~March 31, 2021 was ~~$1.26 billion~~$1,275.0 million, $951.5 million and ~~$551.3~~$253.6 million, respectively, based on the market price of approximately ~~93%~~102%, 109% and ~~89%~~104% of the face amount of such debt. At ~~June 30, 2020,~~March 31, 2021, we had ~~$800.0~~$550.0 million outstanding under our bank credit facility, which is subject to variable rates of interest that are tied to LIBOR or the corporate base rate, at our option. We have interest rate swap agreements that fix LIBOR at 0.33% for $500.0 million of our floating rate long-term debt. Any increase in these interest rates would have an adverse impact on our results of operations and cash flow. Based on borrowings outstanding at June 30, 2020, a 100 basis point change in interest rates would change our interest expense on our variable rate debt above the hedged amount by approximately $1.5 million.

ITEM 4: CONTROLS AND PROCEDURES

As of ~~June 30, 2020,~~March 31, 2021, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of ~~June 30, 2020~~March 31, 2021 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information required to be disclosed by us is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. There were no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the three months ended ~~June 30, 2020~~March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II — OTHER INFORMATION

ITEM 6: EXHIBITS

~~Exhibit No.~~	~~Description~~
31.1* Exhibit No.		Description

31.1*		Section 302 Certification of the Chief Executive Officer.
31.2*
31.2*		Section 302 Certification of the Chief Financial Officer.
~~32.1†~~
32.1†		Certification for the Chief Executive Officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.
~~32.2†~~
32.2†		Certification for the Chief Financial Officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
101.INS*		Inline XBRL Instance Document
101.SCH*
101.SCH*		Inline XBRL Schema Document
101.CAL*
101.CAL*		Inline XBRL Calculation Linkbase Document
101.LAB*
101.LAB*		Inline XBRL Labels Linkbase Document
101.PRE*
101.PRE*		Inline XBRL Presentation Linkbase Document
101.DEF*
101.DEF*		Inline XBRL Definition Linkbase Document
104*
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.

†Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		COMSTOCK RESOURCES, INC.

Date: ~~August~~May 6, ~~2020~~ 2021		/s/ M. JAY ALLISON
		M. Jay Allison, Chairman and Chief Executive Officer
		~~Executive Officer (Principal~~(Principal Executive Officer)

Date: ~~August~~May 6, ~~2020~~ 2021		/s/ ROLAND O. BURNS
		Roland O. Burns, President, Chief Financial
	Officer and Secretary
		(Principal Financial and Accounting Officer)

	~~Page~~
		Page
PART I. Financial Information

Item 1. Financial Statements (Unaudited):
Consolidated Balance Sheets as of ~~June 30, 2020~~ March 31, 2021 and December 31, ~~2019~~2020		4
Consolidated Statements of Operations – for the three months ended March 31, 2021and ~~six months ended June 30,~~ 2020 ~~and 2019~~		5
Consolidated Statements of Stockholders' Equity – for the three months ended March 31, 2021and ~~six months ended June 30,~~ 2020 ~~and 2019~~		6
Consolidated Statements of Cash Flows – for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019~~2020		7
Notes to Consolidated Financial Statements		8

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		19

Item 3. Quantitative and Qualitative Disclosure About Market Risk		23 22

Item 4. Controls and Procedures		23

PART II. Other Information

Item 6. Exhibits		24

	June 30, 2020			December 31, 2019
ASSETS	(In thousands)
Cash and Cash Equivalents	$	11,595		$	18,532
Accounts Receivable:
Oil and gas sales		75,369			120,111
Joint interest operations		11,866			24,761
From affiliates		9,934			35,469
Derivative Financial Instruments		55,426			75,304
Income Taxes Receivable		10,218			5,109
Other Current Assets		13,202			10,399
Total current assets		187,610			289,685
Property and Equipment:
Oil and natural gas properties, successful efforts method:
Proved		4,309,659			4,077,513
Unproved		383,958			410,897
Other		6,610			6,866
Accumulated depreciation, depletion and amortization		(699,584	)		(486,473	)
Net property and equipment		4,000,643			4,008,803
Goodwill		335,897			335,897
Income Taxes Receivable		—			5,109
Derivative Financial Instruments		5,045			13,888
Operating Lease Right-of-Use Assets		3,992			3,509
Other Assets		231			231
	$	4,533,418		$	4,657,122
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable	$	173,411		$	252,994
Accrued Costs		103,459			137,166
Operating Leases		2,331			1,994
Derivative Financial Instruments		11,765			222
Total current liabilities		290,966			392,376
Long-term Debt		2,501,803			2,500,132
Deferred Income Taxes		211,566			211,772
Derivative Financial Instruments		13,058			4,220
Long-term Operating Leases		1,661			1,515
Reserve for Future Abandonment Costs		18,994			18,151
Other Non-current Liabilities		2,869			6,351
Total liabilities		3,040,917			3,134,517
Commitments and Contingencies
Mezzanine Equity:
Preferred Stock — 5,000,000 shares authorized, 175,000 shares and 385,000 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively:
Series A 10% Convertible Preferred Stock, 210,000 shares issued and outstanding	—				204,583
Series B 10% Convertible Preferred Stock, 175,000 shares issued and outstanding		175,000			175,000
Stockholders' Equity:
Common stock—$0.50 par, 400,000,000 shares authorized, 232,579,863 and 190,006,776 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively		116,290			95,003
Additional paid-in capital		1,092,662			909,423
Accumulated earnings		108,549			138,596
Total stockholders' equity		1,317,501			1,143,022
	$	4,533,418		$	4,657,122

	Pro Forma		Pro Forma
	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
	(In thousands, except per share amount)
Revenues:	$	295,547	$	610,850
Net Income	$	102,506	$	164,583

Net income per share:
Basic	$	0.50	$	0.79
Diluted	$	0.36	$	0.59

	Three Months Ended June 30, 2020		Six Months Ended June 30, 2020
	(In thousands)
Operating lease cost included in general and administrative expense	$	416	$	827
Operating lease cost included in lease operating expense		212		349
Short-term lease cost (drilling rig costs included in proved oil and gas properties)		7,580		19,281
	$	8,208	$	20,457

	Future Production Period
	Six Months Ending December 31, 2020			Year Ending December 31, 2021			Year Ending December 31, 2022			Total
Natural Gas Swap Contracts:
Volume (MMBtu)		94,011,612	⁽¹⁾		142,633,140	⁽²⁾		10,950,000			247,594,752
Average Price per MMBtu		$2.63	⁽¹⁾		$2.55	⁽²⁾		$2.53			$2.58
Natural Gas 2-Way Collar Contracts:
Volume (MMBtu)		8,700,000			98,550,000			—			107,250,000
Price per MMBtu:
Average Ceiling		$2.92			$2.88			—			$2.89
Average Floor		$2.43			$2.45			—			$2.45
Natural Gas 3-Way Collar Contracts:
Volume (MMBtu)		9,200,000		—			—				9,200,000
Price per MMBtu:
Average Ceiling		$2.99		—			—				$2.99
Average Floor		$2.63		—			—				$2.63
Average Put		$2.32		—			—				$2.32
Natural Gas Swaptions Call Contracts:
Volume (MMBtu)	—				71,250,000	⁽³⁾		49,200,000	⁽⁴⁾		120,450,000
Average Price per MMBtu	—				$2.52	⁽³⁾		$2.51	⁽⁴⁾		$2.52
Crude Oil Collar Contracts:
Volume (Barrels)		532,100		—			—				532,100
Price per Barrel:
Average Ceiling		$63.89		—			—				$63.89
Average Floor		$49.25		—			—				$49.25

	Six Months Ended June 30, 2020
	(In thousands)
Balance at beginning of year	$	4,351
Total gain (loss) included in earnings		11,454
Settlements, net		(22,585	)
Balance at end of period	$	(6,780	)

	(In thousands)
7½% Senior Notes due 2025:
Principal	$	619,400
Discount, net of amortization		(157,104	)
9¾% Senior Notes due 2026:
Principal		1,350,000
Discount, net of amortization		(78,215	)
Bank Credit Facility:
Principal		800,000
Debt issuance costs, net of amortization		(32,278	)
	$	2,501,803