| Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Accounting policies used by Comstock Resources, Inc. and subsidiaries reflect oil and natural gas industry practices and conform to accounting principles generally accepted in the United States of America. Basis of Presentation and Principles of Consolidation Comstock Resources, Inc. and its subsidiaries are engaged in the acquisition, exploration, development and production of oil and natural gas. The consolidated financial statements include the accounts of Comstock Resources, Inc. and its wholly owned or controlled subsidiaries (collectively, "Comstock" or the "Company"). The Company's operations are primarily focused in North Louisiana and East Texas. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company accounts for its undivided interest in oil and gas properties using the proportionate consolidation method, whereby its share of assets, liabilities, revenues and expenses are included in its financial statements. Net income (loss) and comprehensive income (loss) are the same in all periods presented. All adjustments are of a normal recurring nature unless otherwise disclosed. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Changes in the future estimated oil and natural gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analyses could have a significant impact on the future results of operations. Concentration of Credit Risk, Accounts Receivable and Credit Losses Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents, accounts receivable and derivative financial instruments. The Company places its cash with high credit quality financial institutions and its derivative financial instruments with financial institutions and other firms that management believes have high credit ratings. Substantially all of the Company's accounts receivable are due from either purchasers of oil and gas or participants in oil and gas wells for which the Company serves as the operator. Generally, operators of oil and gas wells have the right to offset future revenues against unpaid charges related to operated wells. Oil and gas sales are generally unsecured. The Company's policy is to assess the collectability of its receivables based upon their age, the credit quality of the purchaser or participant and the potential for revenue offset. The Company has not had any significant credit losses in the past and believes its accounts receivable are fully collectible. Accordingly, no allowance for doubtful accounts has been recorded for the years ended December 31, 2022, 2021 and 2020, respectively. Other Current Assets Other current assets at December 31, 2022 and 2021 consist of the following: As of December 31, 2022 2021 (In thousands) Pipe and well equipment inventory $ 34,819 $ 5,015 Production tax refunds receivable 11,156 7,879 Prepaid drilling costs 4,265 — Accrued proceeds from sale of oil and gas properties 3,118 — Prepaid expenses 2,455 2,183 Other 511 — $ 56,324 $ 15,077 Fair Value Measurements The Company holds or has held certain financial assets and liabilities that are required to be measured at fair value in the financial statements. 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 following is a reconciliation of the beginning and ending balances for derivative instruments classified as Level 3 in the fair value hierarchy: Year Ended December 31, (In thousands) Balance at beginning of year $ (22,588) Total gains (losses) included in earnings (162,421) Settlements, net 58,448 Transfers out of Level 3 126,561 Balance at end of year $ — The following presents the carrying amounts and the fair values of the Company's financial instruments as of December 31, 2022 and 2021: As of December 31, 2022 2021 Carrying Value Fair Value Carrying Value Fair Value Assets: (In thousands) Commodity-based derivatives (1) $ 23,884 $ 23,884 $ 5,258 $ 5,258 Liabilities: Commodity-based derivatives (1) 4,420 4,420 185,987 185,987 Bank credit facility (2) — — 235,000 235,000 7.50% senior notes due 2025 (3) — — 196,998 248,066 6.75% senior notes due 2029 (3) 1,229,836 1,129,029 1,256,874 1,337,500 5.875% senior notes due 2030 (3) 965,000 846,788 965,000 989,125 _______________ (1) The Company's commodity-based derivatives 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. (2) The carrying value of our floating rate debt outstanding approximates fair value. (3) The fair value of the Company's fixed rate debt was based on quoted prices as of December 31, 2022 and 2021, respectively, a Level 1 measurement. Property and Equipment The Company follows the successful efforts method of accounting for its oil and gas properties. Costs incurred to acquire oil and gas leasehold are capitalized. Acquisition costs for proved oil and gas properties, costs of drilling and equipping productive wells, and costs of unsuccessful development wells are capitalized and amortized on an equivalent unit-of-production basis over the life of the remaining related oil and gas reserves. Equivalent units are determined by converting oil to natural gas at the ratio of one barrel of oil for six thousand cubic feet of natural gas. This conversion ratio is not based on the price of oil or natural gas, and there may be a significant difference in price between an equivalent volume of oil versus natural gas. Exploratory well costs are initially capitalized as proved property in the consolidated balance sheets but charged to exploration expense if and when the well is determined not to have found commercial proved oil and gas reserves. The changes in capitalized exploratory well costs are as follows: Year Ended December 31, 2022 2021 (in thousands) Beginning capitalized exploratory project costs $ 6,966 $ — Additions to exploratory well costs pending the determination of proved reserves 63,520 6,966 Determined to have found proved reserves (69,619) — Ending capitalized exploratory well costs $ 867 $ 6,966 As of December 31, 2022 and 2021, the Company had no exploratory wells for which costs have been capitalized greater than one year. The estimated future costs of dismantlement, restoration, plugging and abandonment of oil and gas properties and related facilities disposal are capitalized when asset retirement obligations are incurred and amortized as part of depreciation, depletion and amortization expense. Exploration expense includes geological and geophysical expenses and delay rentals related to exploratory oil and gas properties, costs of unsuccessful exploratory drilling and impairments of unproved properties. As of December 31, 2022 and 2021, the unproved properties primarily relate to future drilling locations that were not included in proved undeveloped reserves. Most of these future drilling locations are located on acreage where the reservoir is known to be productive but have been excluded from proved reserves due to uncertainty on whether the wells would be drilled within the next five years as required by SEC rules in order to be included in proved reserves. The costs of unproved properties are transferred to proved oil and gas properties when they are either drilled or they are reflected in proved undeveloped reserves and amortized on an equivalent unit-of-production basis. Costs associated with unevaluated exploratory acreage are periodically assessed for impairment on a property by property basis, and any impairment in value is included in exploration expense. Exploratory drilling costs are initially capitalized as proved property but charged to expense if and when the well is determined not to have found commercial proved oil and gas reserves. Exploratory drilling costs are evaluated within a one-year period after the completion of drilling. The Company assesses the need for an impairment of the costs capitalized for its proved oil and gas properties when events or changes in circumstances, such as a significant drop in commodity prices, indicate that the Company may not be able to recover its capitalized costs. If impairment is indicated based on undiscounted expected future cash flows attributable to the property, then a provision for impairment is recognized to the extent that net capitalized costs exceed the estimated fair value of the property. The Company determines the fair values of its oil and gas properties using a discounted cash flow model and proved and risk-adjusted probable reserves. Significant Level 3 assumptions associated with the calculation of discounted future cash flows included in the cash flow model include management's outlook for oil and natural gas prices, future oil and natural gas production, production costs, capital expenditures, and the total proved and risk-adjusted probable oil and natural gas reserves expected to be recovered. Management's oil and natural gas price outlook is developed based on third-party longer-term price forecasts as of each measurement date. The expected future net cash flows are discounted using an appropriate discount rate in determining a property's fair value. The oil and natural gas prices used for determining asset impairments will generally differ from those used in the standardized measure of discounted future net cash flows because the standardized measure requires the use of an average price based on the first day of each month of the preceding year. Unproved properties are evaluated for impairment based upon the results of drilling, planned future drilling and the terms of the oil and gas leases. The Company's estimates of undiscounted future net cash flows attributable to its oil and gas properties may change in the future. The primary factors that may affect estimates of future cash flows include future adjustments, both positive and negative, to proved and appropriate risk-adjusted probable oil and natural gas reserves, results of future drilling activities, future prices for oil and natural gas, and increases or decreases in production and capital costs. As a result of these changes, there may be impairments in the carrying values of our oil and gas properties. Other property and equipment consists primarily of pipelines, natural gas treating plants, computer equipment, furniture and fixtures and an airplane which are depreciated over estimated useful lives ranging from three Goodwill The Company had goodwill of $335.9 million as of December 31, 2022 and 2021. Goodwill represents the excess of purchase price over fair value of net tangible and identifiable intangible assets in a business combination. The Company is required to conduct an annual review of goodwill for impairment and performs the assessment of goodwill on October 1st of each year. If the carrying value of goodwill exceeds the fair value, an impairment charge would be recorded for the difference between fair value and carrying value. The Company performed its quantitative assessment of goodwill as of October 1, 2022 and determined there was no indication of impairment. Leases The Company had right-of-use lease assets of $90.7 million and $6.5 million as of December 31, 2022 and 2021, respectively, related to its corporate office lease, certain office equipment, vehicles and a hydraulic fracturing fleet used to complete natural gas wells with corresponding short-term and long-term liabilities. The value of the lease assets and liabilities are determined based upon discounted future minimum cash flows contained within each of the respective contracts. The Company determines if contracts contain a lease at inception of the contract. Since most of the Company's lease contracts do not provide an implicit discount rate, the Company uses its incremental borrowing rate at the commencement date of the lease. 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 its obligation to make lease payments under the terms of the contracts. Short-term leases that have an initial term of one year or less are not capitalized; however, amounts paid for those leases are included as part of its lease cost disclosures. Short-term lease costs exclude expenses related to leases with a lease term of one month or less. Comstock contracts for a variety of equipment used in its oil and natural gas exploration and development operations. Contract terms for this equipment vary broadly, including the contract duration, pricing, scope of services included along with the equipment, cancellation terms, and rights of substitution, among others. The Company's drilling operations routinely change due to changes in oil and natural gas prices, demand for oil and natural gas, and the overall operating and economic environment. Comstock accordingly manages the terms of its contracts for drilling rigs so as to allow for maximum flexibility in responding to these changing conditions. In April 2022, the Company took delivery of a natural gas powered hydraulic fracturing fleet, which has been leased with a three year term. The Company's other hydraulic fracturing fleet contracts are on terms less than one year and include rights of substitution. 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. The Company has elected not to recognize right-of-use lease assets for contracts less than one year. The costs associated with drilling and completion operations are accounted for under the successful efforts method, which 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. For hydraulic fracturing fleet and drilling rig leases, the Company has elected the practical expedient to not separate lease components from nonlease components in the determination of their lease asset and liability values. Lease costs recognized during the years ended December 31, 2022, 2021 and 2020 were as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Operating lease cost included in general and administrative expense $ 1,749 $ 1,732 $ 1,665 Operating lease cost included in lease operating expense 1,383 879 815 Operating lease cost included in proved oil and gas properties 25,200 — — Variable lease cost (completion costs included in proved oil and gas properties) 25,095 — — Short-term lease cost (drilling rig costs included in proved oil and gas properties) 62,077 32,735 33,334 $ 115,504 $ 35,346 $ 35,814 Cash payments for operating leases associated with right-of-use assets included in cash provided by operating activities were $3.1 million, $2.6 million and $2.5 million for the years ended December 31, 2022, 2021 and 2020, respectively. Cash payments for operating leases associated with right-of-use assets included in cash used for investing activities were $112.4 million, $32.7 million and $33.3 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, the operating leases had a weighted average remaining term of 2.2 years and 2.7 years, respectively, and the weighted-average discount rate used to determine the present value of future operating lease payments was 3.5% and 2.7%, respectively. As of December 31, 2022, expected future payments related to contracts that contain operating leases were as follows: (In thousands) 2023 $ 41,007 2024 40,609 2025 13,004 2026 88 2027 17 Total lease payments 94,725 Imputed interest (3,929) Total lease liability $ 90,796 Accrued Expenses Accrued expenses at December 31, 2022 and 2021 consist of the following: As of December 31, 2022 2021 (In thousands) Accrued interest payable $ 54,867 $ 60,305 Accrued drilling costs 54,438 19,995 Accrued income and other taxes 31,256 15,655 Accrued transportation costs 28,357 22,859 Accrued employee compensation 11,308 12,320 Accrued lease operating expenses 2,412 2,036 Other 473 1,856 $ 183,111 $ 135,026 Reserve for Future Abandonment Costs The Company's asset retirement obligations relate to future plugging and abandonment costs of its oil and gas properties and related facilities disposal. The Company records a liability in the period in which an asset retirement obligation is incurred, in an amount equal to the estimated fair value of the obligation that is capitalized. Thereafter, this liability is accreted up to the final retirement cost. Accretion of the discount is included as part of depreciation, depletion and amortization in the accompanying consolidated statements of operations. The following table summarizes the changes in the Company's total estimated liability: Year Ended December 31, 2022 2021 (In thousands) Reserve for future abandonment costs at beginning of the year $ 25,673 $ 19,290 New wells placed on production 1,537 1,994 Acquisitions 1,211 637 Changes in estimates and timing 182 3,008 Liabilities settled (80) (31) Divestitures (944) (466) Accretion expense 1,535 1,241 Reserve for future abandonment costs at end of the year $ 29,114 $ 25,673 Stock-based Compensation The Company has stock-based employee compensation plans under which stock awards, comprised primarily of restricted stock and performance share units ("PSUs"), are issued to employees and non-employee directors. The Company follows the fair value-based method in accounting for equity-based compensation. Under the fair value based method, compensation cost is measured at the grant date based on the fair value of the award and is recognized on a straight-line basis over the award vesting period. Segment Reporting The Company presently operates in one business segment, the exploration and production of North American oil and natural gas. Derivative Financial Instruments and Hedging Activities The Company accounts for derivative financial instruments (including derivative instruments embedded in other contracts) as either an asset or liability measured at its fair value. Changes in the fair value of derivatives are recognized currently in earnings and in net cash flows from operating activities. The fair value of derivative contracts that expire in less than one year are recognized as current assets or liabilities. Those that expire in more than one year are recognized as long-term assets or liabilities. Major Purchasers In 2022, the Company had three major purchasers of its natural gas production that accounted for 27%, 21%, and 12% of its total oil and natural gas sales. In 2021, the Company had three major purchasers of its natural gas production that accounted for 22%, 21%, and 13% of its total oil and natural gas sales. In 2020, the Company had four major purchasers of its natural gas production that accounted for 19%, 15%, 15% and 10% of its total oil and natural gas sales. The loss of any of these purchasers would not have a material adverse effect on the Company as there is an available market for its oil and natural gas production from other purchasers. Revenue Recognition and Gas Balancing Comstock produces natural gas and oil and reports revenues separately for each of these two primary products in its statements of operations. Revenues are recognized upon the transfer of produced volumes to the Company's customers, who take control of the volumes and receive all the benefits of ownership upon delivery at designated sales points. Costs incurred to gather or transport each product prior to the transfer of control are recognized as operating expenses. Gas services revenues represent sales of natural gas purchased for resale and fees received for gathering and treating services provided to unaffiliated third parties. Revenues are recognized upon completion of the gathering and treating of contracted natural gas volumes and delivery of purchased natural gas volumes to the Company's customers. Revenues and expenses associated with natural gas purchased for resale are presented on a gross basis in the Company's consolidated statements of operations as the Company acts as the principal in the transaction by assuming the risks and rewards from ownership of the natural gas volumes purchased and the responsibility to deliver the natural gas volumes to their sales point. All oil and natural gas and gas services revenues are subject to contracts that have commercial substance, contain specific pricing terms, and define the enforceable rights and obligations of both parties. These contracts typically provide for cash settlement within 25 days following each production month and are cancellable upon 30 days' notice by either party for oil and vary for natural gas based upon the terms set out in the confirmations between both parties. Prices for sales of 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. Prices for gathering and treating services are generally fixed in nature but can vary due to the quality of the gas being treated. Each unit of production (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 oil and natural gas 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. Oil and natural gas revenue is recorded in the month of production based on an estimate of the Company's share of volumes produced and prices realized. Gas services revenue is recorded in the month the services are performed or purchased gas is sold based on an estimate of natural gas volumes and contract prices. The Company recognizes any differences between estimates and actual amounts received in the month when payment is received. Historically, differences between estimated revenues and actual revenue received have not been significant. The amount of natural gas or oil sold may differ from the amount to which the Company is entitled based on its revenue interests in the properties. The Company did not have any significant imbalance positions at December 31, 2022 or 2021. The Company has recognized accounts receivable of $415.1 million and $217.1 million as of December 31, 2022 and 2021, respectively, from customers for contracts where performance obligations have been satisfied and an unconditional right to consideration exists. General and Administrative Expenses General and administrative expenses are reported net of reimbursements of overhead costs that are received from working interest owners of the oil and gas properties operated by the Company of $27.5 million, $25.3 million and $24.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. Income Taxes The Company accounts for income taxes using the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis, as well as the tax consequences attributable to the future utilization of existing net operating loss and other carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the change in rate is enacted. Earnings Per Share Unvested restricted stock containing 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 December 31, 2022 and 2021, 966,058 and 952,971 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 shareholders. Weighted average shares of unvested restricted stock outstanding were as follows: Year Ended December 31, 2022 2021 2020 (in thousands) Unvested restricted stock 926 1,057 1,149 PSUs represent the right to receive a number of shares of the Company's common stock that may range from zero to up to two times the number of PSUs granted on the award date based on the achievement of certain performance measures during a performance period. The number of potentially dilutive shares related to PSUs is based on the number of shares, if any, which would be issuable at the end of the respective period, assuming that date was the end of the performance period. The treasury stock method is used to measure the dilutive effect of PSUs. Year Ended December 31, 2022 2021 2020 (In thousands, except per unit amounts) Weighted average PSUs 925 1,146 1,044 Weighted average grant date fair value per unit $15.11 $8.11 $9.33 The Series A and Series B Convertible Preferred Stock were convertible into 52,500,000 and 43,750,000 shares of common stock, respectively. The Company redeemed all of the shares of Series A Convertible Preferred Stock on May 19, 2020. On November 30, 2022, all outstanding shares of the Series B Convertible preferred stock were converted into 43,750,000 shares of common stock. 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. Weighted average shares of convertible preferred stock outstanding were as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Weighted average convertible preferred stock 40,034 43,750 63,832 None of the Company's participating securities participate in losses and as such are excluded from the computation of basic earnings per share during periods of net losses. Basic and diluted income (loss) per share were determined as follows: Year Ended December 31, 2022 2021 2020 (In thousands, except per share amounts) Net income (loss) available to common stockholders $ 1,124,868 $ (259,225) $ (83,413) Income allocable to unvested restricted stock (4,278) — — Basic net income (loss) available to common stockholders $ 1,120,590 $ (259,225) $ (83,413) Income allocable to convertible preferred stock 16,014 — — Income allocable to unvested restricted stock 4,278 — — Diluted net income (loss) available to common stockholders $ 1,140,882 $ (259,225) $ (83,413) Basic weighted average shares outstanding 236,045 231,633 215,194 Effect of dilutive securities: PSUs 911 — — Restricted stock 475 — — Convertible preferred stock 40,034 — — Diluted weighted average shares outstanding 277,465 231,633 215,194 Basic income (loss) per share $ 4.75 $ (1.12) $ (0.39) Diluted income (loss) per share $ 4.11 $ (1.12) $ (0.39) Basic and diluted per share amounts are the same for the years ended December 31, 2021 and 2020 due to the net loss in those periods. Supplementary Information With Respect to the Consolidated Statements of Cash Flows For the purpose of the consolidated statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash payments made for interest and income taxes and other non-cash investing and financing activities were as follows: Year Ended December 31, 2022 2021 2020 (In thousands) Cash payments for: Interest $ 166,275 $ 203,742 $ 228,555 Income tax payments (refunds) $ 16,524 $ 149 $ (10,218) Non-cash investing activities include: Increase (decrease) in accrued capital expenditures $ 34,443 $ (4,964) $ (17,234) Liabilities assumed in exchange for right-of-use lease assets $ 110,090 $ 5,847 $ 1,761 Non-cash investing and financing activities related to acquisitions: Acquired working capital $ — $ — $ 520 Non-cash financing activities include: Conversion of preferred stock into common stock $ 175,000 $ — $ — Retirement of debt in exchange for common stock $ — $ — $ (4,151) Issuance of common stock in exchange for debt $ — $ — $ 5,012 |
