e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarter Ended June 30, 2010
OR
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o |
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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)
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NEVADA
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94-1667468 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification Number) |
5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034
(Address of principal executive offices)
Telephone No.: (972) 668-8800
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required to submit and post
such files).
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes o No þ
The number of shares outstanding of the registrants common stock, par value
$.50, as of August 5, 2010 was 47,317,356.
COMSTOCK RESOURCES, INC.
QUARTERLY REPORT
For the Quarter Ended June 30, 2010
INDEX
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
3
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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June 30, |
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December 31, |
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2010 |
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2009 |
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(In thousands) |
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ASSETS
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Cash and Cash Equivalents |
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$ |
42,651 |
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$ |
90,472 |
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Accounts Receivable: |
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Oil and gas sales |
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27,225 |
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31,435 |
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Joint interest operations |
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14,509 |
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8,845 |
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Marketable Securities |
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53,535 |
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95,973 |
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Income Taxes Receivable |
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42,402 |
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Deferred Income Tax Asset |
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5,625 |
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Other Current Assets |
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3,569 |
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4,259 |
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Total current assets |
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147,114 |
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273,386 |
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Property and Equipment: |
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Unevaluated oil and gas properties |
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171,262 |
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130,364 |
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Oil and gas properties, successful efforts method |
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2,492,912 |
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2,289,571 |
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Other property and equipment |
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17,480 |
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6,477 |
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Accumulated depreciation, depletion and amortization |
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(966,555 |
) |
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(850,125 |
) |
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Net property and equipment |
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1,715,099 |
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1,576,287 |
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Other Assets |
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8,330 |
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9,288 |
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$ |
1,870,543 |
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$ |
1,858,961 |
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LIABILITIES AND STOCKHOLDERS EQUITY
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Accounts Payable |
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$ |
88,883 |
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$ |
67,488 |
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Accrued Expenses |
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20,931 |
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20,695 |
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Deferred Income Taxes Payable |
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6,588 |
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Total current liabilities |
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109,814 |
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94,771 |
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Long-term Debt |
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468,104 |
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470,836 |
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Deferred Income Taxes Payable |
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224,484 |
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220,682 |
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Reserve for Future Abandonment Costs |
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6,840 |
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6,561 |
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Other Non-current Liabilities |
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2,579 |
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Total liabilities |
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811,821 |
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792,850 |
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Commitments and Contingencies |
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Stockholders Equity: |
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Common stock $0.50 par, 75,000,000
shares authorized, 47,317,356 and
47,103,770 shares outstanding at June
30, 2010 and December 31, 2009,
respectively |
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23,659 |
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23,552 |
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Additional paid-in capital |
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445,764 |
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434,505 |
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Retained earnings |
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583,158 |
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577,435 |
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Accumulated other comprehensive income |
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6,141 |
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30,619 |
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Total stockholders equity |
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1,058,722 |
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1,066,111 |
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$ |
1,870,543 |
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$ |
1,858,961 |
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The accompanying notes are an integral part of these statements.
4
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2010 |
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2009 |
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2010 |
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2009 |
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(In thousands, except per share amounts) |
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Revenues: |
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Oil and gas sales |
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$ |
90,682 |
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$ |
64,875 |
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$ |
196,771 |
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$ |
133,226 |
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Operating expenses: |
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Production taxes |
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4,806 |
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2,516 |
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6,481 |
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3,638 |
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Gathering and transportation |
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3,679 |
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1,350 |
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8,207 |
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2,594 |
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Lease operating |
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13,988 |
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13,619 |
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28,148 |
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28,212 |
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Exploration |
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99 |
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131 |
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1,268 |
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144 |
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Depreciation, depletion and amortization |
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57,398 |
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50,796 |
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116,807 |
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98,068 |
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Impairment of oil and gas properties |
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28 |
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187 |
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General and administrative, net |
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9,764 |
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9,051 |
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19,565 |
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18,870 |
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Total operating expenses |
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89,762 |
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77,463 |
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180,663 |
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151,526 |
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Operating income (loss) |
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920 |
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(12,588 |
) |
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16,108 |
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(18,300 |
) |
Other income (expenses): |
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Interest income |
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119 |
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10 |
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258 |
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32 |
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Other income |
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25 |
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29 |
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45 |
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92 |
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Gain on sale of assets |
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4,895 |
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4,895 |
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Interest expense |
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(7,599 |
) |
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(2,901 |
) |
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(15,443 |
) |
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(5,063 |
) |
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Total other income (expenses) |
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(2,560 |
) |
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(2,862 |
) |
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(10,245 |
) |
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(4,939 |
) |
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Income (loss) before income taxes |
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(1,640 |
) |
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(15,450 |
) |
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5,863 |
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(23,239 |
) |
Benefit from (provision for) income taxes |
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21 |
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3,975 |
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(140 |
) |
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6,107 |
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Net Income (loss) |
|
$ |
(1,619 |
) |
|
$ |
(11,475 |
) |
|
$ |
5,723 |
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$ |
(17,132 |
) |
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Net income (loss) per share: |
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Basic |
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$ |
(0.04 |
) |
|
$ |
(0.26 |
) |
|
$ |
0.12 |
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$ |
(0.38 |
) |
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Diluted |
|
$ |
(0.04 |
) |
|
$ |
(0.26 |
) |
|
$ |
0.12 |
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|
$ |
(0.38 |
) |
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Weighted average shares outstanding: |
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Basic |
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45,579 |
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|
45,000 |
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|
45,494 |
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|
44,971 |
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Diluted |
|
|
45,579 |
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|
45,000 |
|
|
|
45,571 |
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|
44,971 |
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The accompanying notes are an integral part of these statements.
5
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
AND COMPREHENSIVE LOSS
For the Six Months Ended June 30, 2010
(Unaudited)
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Accumulated |
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Common |
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Common |
|
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Additional |
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Other |
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Stock |
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Stock |
|
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Paid-in |
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Retained |
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Comprehensive |
|
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(Shares) |
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Par Value |
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Capital |
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Earnings |
|
|
Income (Loss) |
|
|
Total |
|
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|
(In thousands) |
|
|
Balance at January 1, 2010 |
|
|
47,104 |
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|
$ |
23,552 |
|
|
$ |
434,505 |
|
|
$ |
577,435 |
|
|
$ |
30,619 |
|
|
$ |
1,066,111 |
|
Exercise of stock options |
|
|
177 |
|
|
|
89 |
|
|
|
1,204 |
|
|
|
|
|
|
|
|
|
|
|
1,293 |
|
Stock-based compensation |
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|
36 |
|
|
|
18 |
|
|
|
8,524 |
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|
|
|
|
|
|
|
|
|
|
8,542 |
|
Tax benefit from
stock-based compensation |
|
|
|
|
|
|
|
|
|
|
1,531 |
|
|
|
|
|
|
|
|
|
|
|
1,531 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
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|
5,723 |
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|
|
|
|
|
|
5,723 |
|
Net change in unrealized
gains and losses on
marketable securities, net of
income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,478 |
) |
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|
(24,478 |
) |
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|
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|
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|
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|
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Total comprehensive loss |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,755 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
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|
|
|
|
|
|
Balance at June 30, 2010 |
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|
47,317 |
|
|
$ |
23,659 |
|
|
$ |
445,764 |
|
|
$ |
583,158 |
|
|
$ |
6,141 |
|
|
$ |
1,058,722 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
The accompanying notes are an integral part of these statements.
6
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
(In thousands) |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
5,723 |
|
|
$ |
(17,132 |
) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
(43 |
) |
|
|
(1,984 |
) |
Depreciation, depletion and amortization |
|
|
116,807 |
|
|
|
98,068 |
|
Impairment of oil and gas properties |
|
|
187 |
|
|
|
|
|
Gain on sale of assets |
|
|
(4,895 |
) |
|
|
|
|
Debt issuance costs and discount amortization |
|
|
1,226 |
|
|
|
405 |
|
Stock-based compensation |
|
|
8,542 |
|
|
|
7,487 |
|
Excess tax benefit from stock-based compensation |
|
|
(1,531 |
) |
|
|
(924 |
) |
(Increase) decrease in accounts receivable |
|
|
(1,454 |
) |
|
|
13,810 |
|
(Increase) decrease in other current assets |
|
|
49,436 |
|
|
|
(654 |
) |
Increase (decrease) in accounts payable and accrued expenses |
|
|
25,226 |
|
|
|
(29,631 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
199,224 |
|
|
|
69,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(258,493 |
) |
|
|
(179,125 |
) |
Proceeds from sales of assets |
|
|
11,624 |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used for investing activities |
|
|
(246,869 |
) |
|
|
(179,125 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Borrowings |
|
|
|
|
|
|
105,000 |
|
Principal payments on debt |
|
|
(3,000 |
) |
|
|
|
|
Proceeds from issuance of common stock |
|
|
1,293 |
|
|
|
1,451 |
|
Excess tax benefit from stock-based compensation |
|
|
1,531 |
|
|
|
924 |
|
Debt issuance costs |
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
Net cash (used for) provided by financing activities |
|
|
(176 |
) |
|
|
107,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(47,821 |
) |
|
|
(2,311 |
) |
Cash and cash equivalents, beginning of period |
|
|
90,472 |
|
|
|
6,281 |
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
42,651 |
|
|
$ |
3,970 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these statements.
7
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
In managements opinion, the accompanying unaudited consolidated financial statements contain
all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the
financial position of Comstock Resources, Inc. and subsidiaries (Comstock or the Company) as of
June 30, 2010 and the related results of operations for the three and six months ended June 30,
2010 and 2009, and cash flows for the six months ended June 30, 2010 and 2009.
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 Comstocks Annual
Report on Form 10-K for the year ended December 31, 2009.
The results of operations for the three months and six months ended June 30, 2010 are not
necessarily an indication of the results expected for the full year.
These unaudited consolidated financial statements include the accounts of Comstock and its
wholly owned and controlled subsidiaries. Intercompany balances and transactions have been
eliminated in consolidation.
Reclassifications
Certain reclassifications have been made to prior periods financial statements to conform to
the current presentation.
Marketable Securities
As of June 30, 2010 the Company owned 4,797,069 shares of Stone Energy Corporation common
stock. The Company does not exert influence over the operating and financial policies of Stone
Energy Corporation, and has classified its investment in these shares as an available-for-sale
security in the consolidated balance sheets. Available-for-sale securities are accounted for at
fair value, with any unrealized gains and unrealized losses not determined to be other than
temporary reported in the consolidated balance sheet within accumulated other comprehensive income
as a separate component of stockholders equity. The Company utilizes the specific identification
method to determine the cost of any securities sold. In April 2010 the Company sold 520,000 shares
of Stone Energy Corporation and received proceeds of $10.5 million. Comstock realized a gain
before income taxes on this sale of $5.7 million which is included in other income (expense) in the
consolidated statements of operations.
8
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The Company reviews its available-for-sale securities to determine whether a decline in
fair value below the respective cost basis is other than temporary. If the decline in fair value
is judged to be other than temporary, the cost basis of the security is written down to fair value
and the amount of the write-down is included in the consolidated statement of operations. As of
June 30, 2010, the estimated fair value of the Stone Energy Corporation shares, based on the market
price for the shares, was $53.5 million after recognizing an unrealized gain after income taxes of
$6.1 million.
Reserve for Future Abandonment Costs
Comstocks 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 Comstocks total estimated liability during the six months ended June 30, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
|
Beginning future abandonment costs |
|
$ |
6,561 |
|
|
$ |
5,480 |
|
Accretion expense |
|
|
191 |
|
|
|
153 |
|
New wells placed on production and changes in estimates |
|
|
131 |
|
|
|
222 |
|
Liabilities settled |
|
|
(43 |
) |
|
|
(25 |
) |
|
|
|
|
|
|
|
Future abandonment costs end of period |
|
$ |
6,840 |
|
|
$ |
5,830 |
|
|
|
|
|
|
|
|
Revenue Recognition and Gas Balancing
Comstock utilizes the sales method of accounting for oil and natural gas revenues whereby
revenues are recognized at the time of delivery based on the amount of oil or natural gas sold to
purchasers. Revenue is typically recorded in the month of production based on an estimate of the
Companys share of volumes produced and prices realized. Revisions to such estimates are recorded
as actual results are known. 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, 2010 or December 31, 2009.
Derivative Financial Instruments
Comstock periodically uses swaps, floors and collars to hedge oil and natural gas prices and
interest rates. Swaps are settled monthly based on differences between the prices specified in the
instruments and the settlement prices of futures contracts. Generally, when the applicable
settlement price is less than the price specified in the contract, Comstock receives a settlement
from the counterparty based on the difference multiplied by the volume or amounts hedged.
Similarly, when the applicable settlement price exceeds the price specified in the contract,
Comstock pays the counterparty based on the difference. Comstock generally receives a settlement
from the counterparty for floors when the applicable settlement price is less than the price
specified in the contract, which is based on the difference multiplied by the volume hedged. For
collars, generally Comstock receives a settlement from the counterparty when the settlement price
is below the floor and pays a settlement to the counterparty when the settlement price exceeds the
cap. No settlement occurs when the settlement price falls between the floor and cap.
For the three months and six months ended June 30, 2009, the Company had natural gas swaps which
fixed the price at $8.00 per Mmbtu (at the Houston Ship Channel) for 520,000 Mmbtus per month of
production. The Company designated these swaps as cash flow hedges. Realized gains of $7.1
million and $13.0 million were included in oil and gas sales for the three months and six months
ended June 30, 2009, respectively, related to these swaps.
Changes in the fair value of derivative instruments designated as
cash flow hedges, to the extent they were
9
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
effective in offsetting cash flows attributable to the hedged risk, were recorded in other
comprehensive income until the hedged item was recognized in earnings. Any change in fair value
resulting from ineffectiveness was recognized in oil and gas sales as an unrealized gain or loss.
No amounts relating to the hedge ineffectiveness were recognized in oil and gas sales during the
three months and six months ended June 30, 2009. The Company did not have any derivative financial
instruments outstanding during the three months or six months ended June 30, 2010.
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. During the three months ended June 30, 2010 and 2009,
the Company recognized $4.3 and $3.8 million, respectively, of stock-based compensation expense
within general and administrative expenses related to stock option and restricted stock grants.
During the six months ended June 30, 2010 and 2009, the Company recognized $8.5 and $7.5 million,
respectively, of stock-based compensation expense within general and administrative expenses
related to stock option and restricted stock grants.
The Company had 246,870 stock options outstanding at June 30, 2010, of which 223,370 were
exercisable. Total unrecognized compensation cost related to nonvested stock options of $0.2
million as of June 30, 2010 is expected to be recognized over a period of 0.5 years. The Company
received cash proceeds from the exercise of stock options of $1.3 million and $0.1 million for the
six months ended June 30, 2010 and 2009, respectively.
As of June 30, 2010, Comstock had 1,700,000 shares of unvested restricted stock outstanding at
a weighted average grant date fair value of $37.17 per share. During the six months ended June 30,
2010, the Company awarded a total of 36,000 shares of restricted stock to its independent directors
which will vest over three years from the date of grant. The grant date fair value was $30.49 per
share for the 2010 awards. Total unrecognized compensation cost related to unvested restricted
stock grants of $36.2 million as of June 30, 2010 is expected to be recognized over a period of 2.6
years.
Income Taxes
The following is an analysis of consolidated income tax expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
|
Current provision (benefit) |
|
$ |
(33 |
) |
|
$ |
(2,712 |
) |
|
$ |
183 |
|
|
$ |
(4,123 |
) |
Deferred provision (benefit) |
|
|
12 |
|
|
|
(1,263 |
) |
|
|
(43 |
) |
|
|
(1,984 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for (benefit from) income taxes |
|
$ |
(21 |
) |
|
$ |
(3,975 |
) |
|
$ |
140 |
|
|
$ |
(6,107 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
10
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
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. The difference between the Companys customary rate
of 35% and the effective tax rate on income before income taxes is due to the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
Tax at statutory rate |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
Tax effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nondeductible stock-based compensation |
|
|
(35.7 |
%) |
|
|
(8.6 |
%) |
|
|
(24.2 |
%) |
|
|
(8.1 |
%) |
State income taxes, net of federal benefit |
|
|
(0.5 |
%) |
|
|
0.6 |
% |
|
|
(1.2 |
%) |
|
|
0.4 |
% |
Net operating loss carryback adjustments |
|
|
|
% |
|
|
|
% |
|
|
(6.3 |
%) |
|
|
|
% |
Domestic production activities deduction |
|
|
3.2 |
% |
|
|
|
% |
|
|
0.3 |
% |
|
|
|
% |
Other |
|
|
(0.7 |
%) |
|
|
(1.3 |
%) |
|
|
(1.2 |
%) |
|
|
(1.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
1.3 |
% |
|
|
25.7 |
% |
|
|
2.4 |
% |
|
|
26.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In determining the 2010 full year effective tax rate, the Company is projecting a pre-tax
loss. The Companys non-deductible stock-based compensation has the effect of lowering the
Companys annualized expected tax benefit. In addition, the 2010 effective tax rate reflects a
benefit from adjustments related to refund claims resulting from the finalized net operating loss
carrybacks in the Companys 2009 tax returns.
Fair Value Measurements
As of June 30, 2010, the Company held certain items that are required to be measured at fair
value. These included cash equivalents held in money market funds and marketable securities
comprised of shares of Stone Energy Corporation common stock. 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
managements estimates of market participant assumptions.
11
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following table summarizes financial assets and liabilities accounted for at fair
value as of June 30, 2010:
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
|
|
|
|
|
Value |
|
|
|
|
|
|
Measured |
|
|
|
|
|
|
at Fair |
|
|
|
|
|
|
Value as of |
|
|
|
|
|
|
June 30, |
|
|
|
|
|
|
2010 |
|
|
Level 1 |
|
|
|
(In thousands) |
|
Items measured at fair value on a recurring basis: |
|
|
|
|
|
|
|
|
Cash equivalents money market funds |
|
$ |
42,651 |
|
|
$ |
42,651 |
|
Marketable securities |
|
|
53,535 |
|
|
|
53,535 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
96,186 |
|
|
$ |
96,186 |
|
|
|
|
|
|
|
|
The following table presents the carrying amounts and estimated fair value of the
Companys other financial instruments as of June 30, 2010 and December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2010 |
|
|
As of December 31, 2009 |
|
|
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
|
|
Value |
|
|
Value |
|
|
Value |
|
|
Value |
|
|
|
(In thousands) |
|
|
Long-term debt, including current portion |
|
$ |
468,104 |
|
|
$ |
467,280 |
|
|
$ |
470,836 |
|
|
$ |
479,938 |
|
The fair market value of the fixed rate debt was based on their market prices as of June 30,
2010 and December 31, 2009.
Earnings Per Share
Basic earnings per share is determined without the effect of any outstanding potentially
dilutive stock options and diluted earnings per share is determined with the effect of outstanding
stock options that are potentially dilutive. Unvested share-based payment awards containing
nonforfeitable rights to dividends are considered to be participatory securities and are included
in the computation of basic and diluted earnings per share pursuant to the two-class method. Basic
and diluted earnings per share for the three months and six months ended June 30, 2010 and 2009,
respectively, were determined as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
Per |
|
|
|
|
|
|
|
|
|
|
Per |
|
|
|
Loss |
|
|
Shares |
|
|
Share |
|
|
Loss |
|
|
Shares |
|
|
Share |
|
|
|
(In thousands, except per share amounts) |
|
|
Net Loss |
|
$ |
(1,619 |
) |
|
|
|
|
|
|
|
|
|
$ |
(11,475 |
) |
|
|
|
|
|
|
|
|
Income Allocable to Unvested Stock Grants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Income (Loss) Attributable to
Common Stock |
|
$ |
(1,619 |
) |
|
|
45,579 |
|
|
$ |
(0.04 |
) |
|
$ |
(11,475 |
) |
|
|
45,000 |
|
|
$ |
(0.26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Dilutive Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Income (Loss) Attributable to
Common Stock |
|
$ |
(1,619 |
) |
|
|
45,579 |
|
|
$ |
(0.04 |
) |
|
$ |
(11,475 |
) |
|
|
45,000 |
|
|
$ |
(0.26 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
Per |
|
|
|
|
|
|
|
|
|
|
Per |
|
|
|
Income |
|
|
Shares |
|
|
Share |
|
|
Loss |
|
|
Shares |
|
|
Share |
|
|
|
(In thousands, except per share amounts) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ |
5,723 |
|
|
|
|
|
|
|
|
|
|
$ |
(17,132 |
) |
|
|
|
|
|
|
|
|
Income Allocable to Unvested Stock Grants |
|
|
(206 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Income (Loss) Attributable to
Common Stock |
|
$ |
5,517 |
|
|
|
45,494 |
|
|
$ |
0.12 |
|
|
$ |
(17,132 |
) |
|
|
44,971 |
|
|
$ |
(0.38 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Dilutive Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options |
|
|
|
|
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Income (Loss) Attributable to
Common Stock |
|
$ |
5,517 |
|
|
|
45,571 |
|
|
$ |
0.12 |
|
|
$ |
(17,132 |
) |
|
|
44,971 |
|
|
$ |
(0.38 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2010 and December 31, 2009, 1,700,000 and 2,036,450 shares of restricted
stock are included in common stock outstanding as such shares have a nonforfeitable right to
participate in any dividends that might be declared and have the right to vote. Weighted average
shares of unvested restricted stock were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
(In thousands) |
|
Unvested restricted stock |
|
|
1,698 |
|
|
|
1,545 |
|
|
|
1,698 |
|
|
|
1,524 |
|
The shares of unvested restricted stock were excluded as anti-dilutive to earnings per share
in the three months ended June 30, 2010 and the three and six months ended June 30, 2009 due to the
net loss in such periods.
Stock options to purchase common stock at exercise prices in excess of the average actual
stock price for the period that were anti-dilutive and that were excluded from the determination of
diluted earnings per share were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2010 |
|
2009 |
|
2010 |
|
2009 |
|
|
(In thousands except per share data) |
|
Weighted average anti-dilutive stock options |
|
|
270 |
|
|
|
481 |
|
|
|
40 |
|
|
|
508 |
|
Weighted average exercise price |
|
$ |
36.38 |
|
|
$ |
24.61 |
|
|
$ |
54.36 |
|
|
$ |
25.65 |
|
In the three months ended June 30, 2010 and the three and six months ended June 30, 2009,
all stock options were excluded as anti-dilutive to earnings per share due to the net loss in such
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. At June 30, 2010 and December 31, 2009 the Companys cash investments consisted of
prime shares held in institutional preferred money market funds.
13
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following is a summary of cash payments made for interest and income taxes:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
2010 |
|
2009 |
|
|
(In thousands) |
Cash Payments: |
|
|
|
|
|
|
|
|
Interest payments |
|
$ |
20,284 |
|
|
$ |
7,681 |
|
Income tax payments (refunds) |
|
$ |
(48,843 |
) |
|
$ |
148 |
|
The Company capitalizes interest on its unevaluated oil and gas property costs during
periods when it is conducting exploration activity on this acreage. For the three months and six
months ended June 30, 2010, the Company capitalized interest of $2.9 million and $5.5 million,
respectively, which reduced interest expense and increased the carrying value of its unevaluated
oil and gas properties. The Company capitalized interest of $1.4 million and $3.0 million during
the three and six months ended June 30, 2009.
Comprehensive Loss
Comprehensive loss consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
|
Net income (loss) |
|
$ |
(1,619 |
) |
|
$ |
(11,475 |
) |
|
$ |
5,723 |
|
|
$ |
(17,132 |
) |
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized hedging gains (loss), net of income tax
expense (benefit) of , ($2,257), and ($718) |
|
|
|
|
|
|
(4,191 |
) |
|
|
|
|
|
|
(1,334 |
) |
Realized gain on marketable securities, net of income tax
expense of $1,558 |
|
|
(2,893 |
) |
|
|
|
|
|
|
(2,893 |
) |
|
|
|
|
Unrealized gain (loss) on marketable securities, net of
income tax expense (benefit) of ($11,064), $7,262, ($11,623)
and ($4,469) |
|
|
(20,549 |
) |
|
|
13,486 |
|
|
|
(21,585 |
) |
|
|
(8,299 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
$ |
(25,061 |
) |
|
$ |
(2,180 |
) |
|
$ |
(18,755 |
) |
|
$ |
(26,765 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income, for the three and six months ended June 30, 2010,
which is related solely to changes in the fair value of our marketable securities, is comprised of
the following:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
June 30, 2010 |
|
|
June 30, 2010 |
|
|
|
(In thousands) |
|
|
Balance as of beginning of the period |
|
$ |
29,583 |
|
|
$ |
30,619 |
|
Realized gain on sale of marketable securities, net of income taxes |
|
|
(2,893 |
) |
|
|
(2,893 |
) |
Changes in the value of marketable securities, net of income taxes |
|
|
(20,549 |
) |
|
|
(21,585 |
) |
|
|
|
|
|
|
|
Balance as of June 30, 2010 |
|
$ |
6,141 |
|
|
$ |
6,141 |
|
|
|
|
|
|
|
|
Subsequent Events
Subsequent events were evaluated through the issuance date of these consolidated financial
statements.
14
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(2) LONG-TERM DEBT
At June 30, 2010, long-term debt was comprised of:
|
|
|
|
|
|
|
(In thousands) |
|
8⅜% Senior Notes due 2016 |
|
$ |
296,104 |
|
6⅞% Senior Notes due 2012 |
|
|
172,000 |
|
|
|
|
|
|
|
$ |
468,104 |
|
|
|
|
|
The Company has a $850.0 million bank credit facility with Bank of Montreal, as the
administrative agent. The credit facility is a five-year revolving credit commitment that matures
on December 15, 2011. Indebtedness under the credit facility is secured by substantially all of
Comstocks assets and is guaranteed by all of its subsidiaries. The credit facility is subject to
borrowing base availability, which is redetermined semiannually based on the banks estimates of
the Companys future net cash flows of oil and natural gas properties. The borrowing base may be
affected by the performance of Comstocks properties and changes in oil and natural gas prices.
The determination of the borrowing base is at the sole discretion of the administrative agent and
the bank group. As of June 30, 2010, the borrowing base was $500.0 million, all of which was
available. Borrowings under the credit facility bear interest, based on the utilization of the
borrowing base, at Comstocks option at either (1) LIBOR plus 2% to 2.75% or (2) the base rate
(which is the higher of the administrative agents prime rate, the federal funds rate plus 0.5% or
30 day LIBOR plus 1.5%) plus 0.5% to 1.25%. A commitment fee of 0.5% is payable annually on the
unused borrowing base. The credit facility contains covenants that, among other things, restrict
the payment of cash dividends in excess of $40.0 million, limit the amount of consolidated debt
that Comstock may incur and limit the Companys ability to make certain loans and investments. The
only financial covenants are the maintenance of a ratio of current assets, including availability
under the bank credit facility, to current liabilities of at least one-to-one and maintenance of a
minimum tangible net worth. The Company was in compliance with these covenants as of June 30,
2010.
Comstock
has $172.0 million of 6⅞% senior notes outstanding which mature on March 1, 2012.
Interest is payable semiannually on each March 1 and September 1. In May 2010, the Company
repurchased $3.0 million in principal amount of the 6⅞% Senior Notes at 99% of the par value. The
Company also has $300 million of 8⅜% senior notes outstanding which mature on October 15, 2017.
Interest is payable semiannually on each April 15 and October 15. The senior notes are unsecured
obligations of Comstock and are guaranteed by all of Comstocks material subsidiaries. The
subsidiary guarantors are 100% owned and all of the guarantees are full and conditional and joint
and several. As of June 30, 2010, Comstock had no material assets or operations which are
independent of its wholly-owned subsidiaries. There are no restrictions on the ability of Comstock
to obtain funds from its wholly-owned subsidiaries through dividends or loans.
(3) COMMITMENTS AND CONTINGENCIES
From time to time, Comstock 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
Companys financial position or results of operations.
In connection with its exploration and development activities, the Company contracts for
drilling rigs under terms of up to three years. As of June 30, 2010, the Company had commitments
for contracted drilling services of $70.8 million. The Company also has entered into natural gas
transportation agreements through July 2019. Maximum
commitments under these transportation agreements as of June 30, 2010 totaled $52.1 million.
15
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors of
Comstock Resources, Inc.
We have reviewed the consolidated balance sheet of Comstock Resources, Inc. and subsidiaries (the
Company) as of June 30, 2010, and the related consolidated
statements of operations for the three- and six-month periods ended June 30, 2010 and 2009, the consolidated statement of stockholders
equity and comprehensive loss for the six-month period ended June 30, 2010, and the consolidated
statements of cash flows for the six-month periods ended June 30, 2010 and 2009. These
financial statements are the responsibility of the Companys management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight
Board (United States). A review of interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the
consolidated interim financial statements referred to above for them to be in conformity with U.S.
generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated balance sheet of Comstock Resources, Inc. and
subsidiaries as of December 31, 2009, and the related consolidated statements of operations,
stockholders equity and comprehensive income, and cash flows for the year then ended [not
presented herein] and in our report dated February 26, 2010, we expressed an unqualified opinion on
those consolidated financial statements and included an explanatory paragraph for new accounting
standards relating to the manner in which basic and diluted earnings per share are calculated and
the presentation of noncontrolling interests in consolidated subsidiaries, and a change in oil and
gas reserves and related disclosures as a result of adopting new oil and gas reserve estimation and
disclosure requirements. In our opinion, the information set forth in the accompanying
consolidated balance sheet as of December 31, 2009, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
Dallas, Texas
August 5, 2010
16
ITEM 2: MANAGEMENTS 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, 2009.
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands, except per unit amounts) |
|
Net Production Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas (Mmcf) |
|
|
18,709 |
|
|
|
14,108 |
|
|
|
36,503 |
|
|
|
26,901 |
|
Oil (Mbbls) |
|
|
210 |
|
|
|
205 |
|
|
|
386 |
|
|
|
421 |
|
Natural gas equivalent (Mmcfe) |
|
|
19,970 |
|
|
|
15,337 |
|
|
|
38,817 |
|
|
|
29,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas sales |
|
$ |
76,526 |
|
|
$ |
47,679 |
|
|
$ |
170,842 |
|
|
$ |
102,557 |
|
Hedging gains |
|
|
|
|
|
|
7,114 |
|
|
|
|
|
|
|
13,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total natural gas sales including hedging |
|
|
76,526 |
|
|
|
54,793 |
|
|
|
170,842 |
|
|
|
115,583 |
|
Oil sales |
|
|
14,156 |
|
|
|
10,082 |
|
|
|
25,929 |
|
|
|
17,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total oil and gas sales |
|
$ |
90,682 |
|
|
$ |
64,875 |
|
|
$ |
196,771 |
|
|
$ |
133,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production taxes |
|
$ |
4,806 |
|
|
$ |
2,516 |
|
|
$ |
6,481 |
|
|
$ |
3,638 |
|
Gathering and transportation |
|
|
3,679 |
|
|
|
1,350 |
|
|
|
8,207 |
|
|
|
2,594 |
|
Lease operating(1) |
|
|
13,988 |
|
|
|
13,619 |
|
|
|
28,148 |
|
|
|
28,212 |
|
Exploration expense |
|
|
99 |
|
|
|
131 |
|
|
|
1,268 |
|
|
|
144 |
|
Depreciation, depletion and amortization |
|
|
57,398 |
|
|
|
50,796 |
|
|
|
116,807 |
|
|
|
98,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Sales Price: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Natural gas (per Mcf) |
|
$ |
4.09 |
|
|
$ |
3.38 |
|
|
$ |
4.68 |
|
|
$ |
3.81 |
|
Natural gas including hedging (per Mcf) |
|
$ |
4.09 |
|
|
$ |
3.88 |
|
|
$ |
4.68 |
|
|
$ |
4.30 |
|
Oil (per Bbl) |
|
$ |
67.37 |
|
|
$ |
49.24 |
|
|
$ |
67.24 |
|
|
$ |
41.95 |
|
Average equivalent (Mcfe) |
|
$ |
4.54 |
|
|
$ |
3.77 |
|
|
$ |
5.07 |
|
|
$ |
4.08 |
|
Average equivalent including hedging (Mcfe) |
|
$ |
4.54 |
|
|
$ |
4.23 |
|
|
$ |
5.07 |
|
|
$ |
4.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses ($ per Mcfe): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production taxes |
|
$ |
0.24 |
|
|
$ |
0.16 |
|
|
$ |
0.17 |
|
|
$ |
0.12 |
|
Gathering and transportation |
|
$ |
0.18 |
|
|
$ |
0.09 |
|
|
$ |
0.21 |
|
|
$ |
0.09 |
|
Lease operating(1) |
|
$ |
0.71 |
|
|
$ |
0.89 |
|
|
$ |
0.72 |
|
|
$ |
0.96 |
|
Depreciation, depletion and amortization(2) |
|
$ |
2.87 |
|
|
$ |
3.30 |
|
|
$ |
3.00 |
|
|
$ |
3.32 |
|
|
|
|
(1) |
|
Includes ad valorem taxes. |
|
(2) |
|
Represents depreciation, depletion and amortization of oil and gas properties only. |
Revenues
Our oil and gas sales increased $25.8 million (40%) to $90.7 million for the three months
ended June 30, 2010 from $64.9 million for the second quarter of 2009. This increase primarily
resulted from an increase in our natural gas production as well as stronger natural gas and oil
prices. Our production in the second quarter of 2010 of 20.0 Bcfe increased 30% as compared to
15.3 Bcfe that we produced in the second quarter of 2009. The production increase is primarily
attributable to our drilling activity in the Haynesville shale formation in East Texas and North
Louisiana. Our average realized natural gas price increased by 5% and our average realized oil price
increased by 37% in the second
17
quarter of 2010 as compared to the second quarter of 2009. Our
realized natural gas prices in 2009 include a hedging gain of $7.1 million which increased our
realized natural gas price by $0.50 per Mcf. Our oil and natural gas sales increased $63.6 million
(48%) to $196.8 million for the six months ended June 30, 2010 from $133.2 million for the six
months ended June 30, 2009. This increase primarily resulted from an increase in natural gas
production as well as stronger natural gas and oil prices. Our production in the first six months
of 2010 of 38.8 Bcfe increased 32% as compared to 29.4 Bcfe that we produced in the first six
months of 2009. The production increase is primarily attributable to our drilling activity in the
Haynesville shale formation in East Texas and North Louisiana. Our average realized natural gas
price increased by 9% and our average realized oil price increased by 60% in the first six months
of 2010 as compared to the first six months of 2009. Our realized natural gas prices in 2009
include a hedging gain of $13.0 million which increased our realized natural gas price by $0.49 per
Mcf.
Costs and Expenses
Production taxes increased $2.3 million to $4.8 million for the second quarter of 2010 from
$2.5 million in the second quarter of 2009. Production taxes increased by $2.9 million to $6.5
million for the first six months of 2010 from $3.6 million in the first six months of 2009. The
increase resulted from higher production and higher oil and natural gas prices.
Gathering and transportation costs for the second quarter of 2010 increased $2.3 million to
$3.7 million as compared to $1.4 million in the second quarter of 2009. Gathering and
transportation costs for the first six months of 2010 increased $5.6 million to $8.2 million as
compared to $2.6 million in the first six months of 2009. The increases mainly reflect the
transportation costs relating to production from our Haynesville shale drilling program.
Our lease operating expenses increased by $0.4 million to $14.0 million for the second quarter
of 2010 as compared to $13.6 million for the second quarter of 2009. As a result of the growth in
our production volume, our lease operating expense per Mcfe produced has decreased by 20% to $0.71
per Mcfe for the three months ended June 30, 2010 as compared to $0.89 per Mcfe for the three
months ended June 30, 2009. Our lease operating expenses for the first six months of 2010 of $28.1
million were essentially unchanged from our lease operating expenses of $28.2 million for the first
six months of 2009. As a result of the growth in our production volume, our lease operating
expense per Mcfe produced has decreased by 25% to $0.72 per Mcfe for the six months ended June 30,
2010 as compared to $0.96 per Mcfe for the six months ended June 30, 2009.
Exploration costs of $0.1 million in the second quarter of 2010 and 2009 related to seismic
costs incurred with respect to our exploratory activity. Exploration expense of $1.3 million and
$0.1 million in the first six months of 2010 and 2009, respectively, also related to geological and
geophysical costs incurred.
Depreciation, depletion and amortization (DD&A) increased $6.6 million (13%) to $57.4
million in the second quarter of 2010 from $50.8 million in the second quarter of 2009. The
increase is primarily the result of the 30% increase in production. Our DD&A per equivalent Mcf
produced decreased $0.43 (13%) to $2.87 for the three months ended June 30, 2010 from $3.30 for the
three months ended June 30, 2009. DD&A for the first six months of 2010 increased $18.7 million
(19%) to $116.8 million from $98.1 million for the six months ended June 30, 2009. Our DD&A rate
per Mcfe for the first six months of 2010 of $3.00 decreased $0.32 (10%) from the DD&A rate of
$3.32 for the first six months of 2009. The lower DD&A rates per Mcfe reflect the growth in our
oil and natural gas reserves primarily from our Haynesville shale drilling program.
We recorded $0.2 million of impairments to our oil and gas properties for the six months ended
June 30, 2010.
General and administrative expense, which is reported net of overhead reimbursements,
increased by $0.7 million to $9.8 million for the second quarter of 2010 as compared to general and
administrative expense of $9.1 million for the second quarter of 2009. Included in general and
administrative expense is stock-based compensation of $4.3 million and
$3.8 million for the three months ended June 30, 2010 and 2009, respectively. For the first
six months of 2010, general and administrative expense increased to $19.6 million from $18.9
million for the
18
six
months ended June 30, 2009. Included in general and administrative expense is
stock-based compensation of $8.5 million and $7.5 million for the six months ended June 30, 2010
and 2009, respectively. The increases in general and administrative costs in 2010 are mainly due
to the higher costs of our stock-based compensation.
Interest expense increased $4.7 million to $7.6 million for the second quarter of 2010 from
interest expense of $2.9 million in the second quarter of 2009. We had no borrowings outstanding
under our bank credit facility during the second quarter of 2010 as compared to average borrowings
of $123.4 million in the second quarter of 2009. We capitalized interest of $2.9 million and $1.4
million on our unevaluated properties during the three months ended June 30, 2010 and 2009,
respectively. Interest expense increased $10.3 million to $15.4 million for the first six months
of 2010 from interest expense of $5.1 million in the first six months of 2009. We had no
borrowings outstanding under our bank credit facility during the first six months of 2010 as
compared to average borrowings of $94.3 million in the first six months of 2009. We capitalized
interest of $5.5 million and $3.0 million on our unevaluated properties during the six months ended
June 30, 2010 and 2009, respectively. The increases in interest expense were primarily due to the
interest on the senior notes we issued in October 2009.
During the three months ended June 30, 2010 we recognized a gain of $4.9 million from the sale
of assets comprised of a loss of $0.8 million from the sale of certain other property and equipment
and a gain of $5.7 million from the sale of 520,000 shares of common stock in Stone Energy
Corporation held as marketable securities.
Income tax expense for the second quarter of 2010 consisted of a benefit of $21,000 as
compared to a benefit for income taxes of $4.0 million for the three months ended June 30, 2009.
Income tax expense for the first six months of 2010 consisted of a provision of $0.1 million as
compared to a benefit for income taxes of $6.1 million for the six months ended June 30, 2009. In
determining the 2010 full year effective tax rate, we are projecting a pre-tax loss. Our
non-deductible stock-based compensation has the effect of lowering our expected annualized tax
benefit. In addition, the 2010 effective tax rate reflects a benefit from adjustments related to
refund claims resulting from the finalized net operating loss carrybacks in our 2009 tax returns.
We reported a net loss of $1.6 million for the three months ended June 30, 2010 or $0.04 per
share, as compared to a net loss of $11.5 million, or $0.26 per share, for the three months ended
June 30, 2009. The lower net loss in 2010 is primarily due to our higher natural gas production,
improved oil and natural gas prices and the gain we realized in 2010 from the sale of certain
assets.
We reported net income of $5.7 million for the six months ended June 30, 2010 or $0.12 per
diluted share, as compared to a net loss of $17.1 million or $0.38 per share for the six months
ended June 30, 2009. The net income in 2010 is also primarily due to our higher natural gas
production, higher oil and natural gas prices and the gain from the sale of marketable securities.
Liquidity and Capital Resources
Funding for our activities has historically been provided by our operating cash flow, debt or
equity financings or asset dispositions. For the six months ended June 30, 2010, our primary
source of funds was net cash flow from operations of $199.2 million. Our net cash flow from
operating activities increased $129.8 million (187%) in the first six months of 2010 from $69.4
million for the six months ended June 30, 2009. This increase is primarily due to our higher
production level, higher realized oil and natural gas prices and the receipt of $48.8 million in
income tax refunds during the six months ended June 30, 2010. The other source of funds in the
first six months of 2010 was $11.6 million in proceeds from sales of certain assets.
Our primary needs for capital, in addition to funding our ongoing operations, relate to the
acquisition, development and exploration of our oil and gas properties and the repayment of our
debt. In the first six months of 2010, we incurred
capital expenditures of $254.9 million primarily for our development and exploration
activities. We funded our 2010 capital program with cash on hand and cash flow provided by
operating activities.
19
The following table summarizes our capital expenditure activity, on an accrual basis, for the
six months ended June 30, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
|
Leasehold costs |
|
$ |
62,350 |
|
|
$ |
7,602 |
|
Development drilling |
|
|
154,664 |
|
|
|
91,749 |
|
Exploratory drilling |
|
|
23,438 |
|
|
|
68,394 |
|
Other development |
|
|
3,699 |
|
|
|
6,786 |
|
|
|
|
|
|
|
|
|
|
|
244,151 |
|
|
|
174,531 |
|
Other |
|
|
10,747 |
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
$ |
254,898 |
|
|
$ |
174,581 |
|
|
|
|
|
|
|
|
We expect to spend approximately $350.0 million for developmental and exploratory
drilling during 2010 and an additional $150.0 million to acquire additional exploratory acreage.
We expect to fund our development and exploration activities with operating cash flow, cash on
hand, proceeds from asset sales and additional borrowings under our bank credit facility.
The timing of most of our capital expenditures is discretionary because we have no material
long-term capital expenditure commitments except for commitments for contract drilling services.
Consequently, we have a significant degree of flexibility to adjust the level of our capital
expenditures as circumstances warrant. As of June 30, 2010, we have contracted for the services of
drilling rigs through September 2012 at an aggregate cost of $70.8 million and we have maximum
commitments of $52.1 million to transport natural gas through July 2019. We have obligations to
incur future payments for dismantlement, abandonment and restoration costs of oil and gas
properties. These payments are currently estimated to be incurred primarily after 2015. We record
a separate liability for the fair value of these asset retirement obligations which totaled $6.8
million as of June 30, 2010.
We have a $850.0 million bank credit facility with Bank of Montreal, as the administrative
agent. The bank credit facility is a five-year revolving credit commitment that matures on
December 15, 2011. Indebtedness under the bank credit facility is secured by all of our and our
subsidiaries assets and is guaranteed by all of our subsidiaries. The bank credit facility is
subject to borrowing base availability, which is redetermined semiannually based on the banks
estimates of the future net cash flows of our oil and natural gas properties. The borrowing base
may be affected by the performance of our properties and changes in oil and natural gas prices.
The determination of the borrowing base is at the sole discretion of the administrative agent and
the bank group. As of June 30, 2010, the borrowing base was $500.0 million, all of which was
available. Borrowings under the bank credit facility bear interest, based on the utilization of
the borrowing base, at our option at either (1) LIBOR plus 2% to 2.75% or (2) the base rate (which
is the higher of the administrative agents prime rate, the federal funds rate plus 0.5% or 30 day
LIBOR plus 1.5%) plus 0.5% to 1.25%. A commitment fee of 0.5% is payable on the unused borrowing
base. The bank credit facility contains covenants that, among other things, restrict the payment
of cash dividends in excess of $40.0 million, limit the amount of consolidated debt that we may
incur and limit our ability to make certain loans and investments. The only financial covenants
are the maintenance of a ratio of current assets, including the availability under the bank credit
facility, to current liabilities of at least one-to-one and maintenance of a minimum tangible net
worth. We were in compliance with these covenants as of June 30, 2010.
We have $172.0 million of 6⅞% senior notes which are due March 1, 2012. Interest is payable
semiannually on each March 1 and September 1. During the three months ended June 30, 2010 we
repurchased $3.0 million of the 6⅞% senior notes at 99% of par value. We also have $300.0 million
of 8⅜% senior notes outstanding which are due October 15, 2017. Interest is payable semiannually
on each October 15 and April 15. The senior notes are unsecured obligations and are guaranteed by
all of our material subsidiaries.
20
We believe that our cash flow from operations, cash on hand and available borrowings under our
bank credit facilities will be sufficient to fund our operations and future growth as contemplated
under our current business plan. However, if our plans or assumptions change or if our assumptions
prove to be inaccurate, we may be required to seek additional capital. 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.
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. Based on
our oil and natural gas production for the six months ended June 30, 2010, a $1.00 change in the
price per Mcf of natural gas would have changed our cash flow by approximately $35.2 million and a
$1.00 change in the price per barrel of oil would have resulted in a change in our cash flow for
such period by approximately $0.4 million.
Interest Rates
At June 30, 2010, we had total long-term debt of $468.1 million. Of this amount, $172.0
million bears interest at a fixed rate of 6⅞% and $300.0 million bears interest of a fixed rate of
8⅜%. We had no borrowings outstanding under our bank credit facility.
ITEM 4: CONTROLS AND PROCEDURES
As of June 30, 2010, 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, 2010 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 SECs 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 quarter ended June
30, 2010, that has materially affected, or is reasonably likely to materially affect, our internal
controls over financial reporting.
21
PART II OTHER INFORMATION
ITEM 6: EXHIBITS
|
|
|
Exhibit No. |
|
Description |
|
15.1*
|
|
Awareness Letter of Ernst & Young LLP. |
|
|
|
31.1*
|
|
Section 302 Certification of the Chief Executive Officer. |
|
|
|
31.2*
|
|
Section 302 Certification of the Chief Financial Officer. |
|
|
|
32.1
|
|
Certification for the Chief Executive Officer as required by Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.2
|
|
Certification for the Chief Financial Officer as required by Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101**
|
|
The following materials from the
Comstock Resources Inc. Form
10-Q for the quarter ended June 30, 2010, formatted in XBRL
(Extensible Business Reporting Language): (i) Consolidated
Balance Sheets, (ii) Consolidated Statements of Income, (iii)
Consolidated Statements of Cash Flows, (iv) Consolidated
Statements of Comprehensive Income, and (v) Condensed Notes to
Consolidated Financial Statements. |
|
|
|
* |
|
Filed herewith. |
|
|
|
Furnished herewith. |
|
** |
|
Submitted electronically herewith. |
In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this
Quarterly Report on Form 10-Q shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability
of that section, and shall not be incorporated by reference into any registration statement or
other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
22
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 5, 2010 |
/s/ M. JAY ALLISON
|
|
|
M. Jay Allison, |
|
|
Chairman, President and Chief
Executive Officer (Principal Executive Officer) |
|
|
|
|
|
Date: August 5, 2010 |
/s/ ROLAND O. BURNS
|
|
|
Roland O. Burns, |
|
|
Senior Vice President,
Chief Financial Officer, Secretary, and Treasurer
(Principal Financial and Accounting Officer) |
|
|
23