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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
or
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)

Nevada94-1667468
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
5300 Town and Country Blvd.Suite 500FriscoTexas 75034
(Address of principal executive offices)
Telephone No.: (972668-8800

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.50 (per share)CRKNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Emerging growth company
Accelerated filer x

Non-accelerated

Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No x
The number of shares outstanding of the registrant's common stock, par value $0.50, as of November 3, 2021 was 232,924,646.




COMSTOCK RESOURCES, INC.
QUARTERLY REPORT
For the Quarter Ended September 30, 2021
INDEX





Page
Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020
September 30, 2021 and 2020
September 30, 2021 and 2020

2

















PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
3



COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)

September 30,
2021
December 31,
2020
(In thousands)
ASSETS
Cash and cash equivalents$27,841 $30,272 
Accounts receivable:
Oil and gas sales
213,661 125,016 
Joint interest operations
20,241 14,615 
From affiliates
9,263 6,155 
Derivative financial instruments26,392 8,913 
Other current assets12,194 14,839 
Total current assets
309,592 199,810 
Property and equipment:
Oil and natural gas properties, successful efforts method:
Proved
5,180,782 4,647,188 
Unproved
307,593 332,765 
Other
6,630 6,858 
Accumulated depreciation, depletion and amortization
(1,260,528)(902,261)
Net property and equipment
4,234,477 4,084,550 
Goodwill335,897 335,897 
Derivative financial instruments342 661 
Operating lease right-of-use assets6,792 3,025 
Other assets37 40 
$4,887,137 $4,623,983 
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable$324,811 $259,284 
Accrued costs109,122 133,019 
Operating leases2,356 2,284 
Derivative financial instruments627,166 47,005 
Total current liabilities
1,063,455 441,592 
Long-term debt2,801,312 2,517,149 
Deferred income taxes115,585 200,583 
Derivative financial instruments50,127 2,364 
Long-term operating leases4,486 740 
Reserve for future abandonment costs21,867 19,290 
Other non-current liabilities24 492 
Total liabilities
4,056,856 3,182,210 
Commitments and contingencies
Mezzanine equity:
Series B 10% Convertible Preferred stock — 5,000,000 shares authorized, 175,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
175,000 175,000 
Stockholders' equity:
Common stock—$0.50 par, 400,000,000 shares authorized, 232,924,646 and 232,414,718 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively
116,462 116,206 
Additional paid-in capital
1,098,851 1,095,384 
Accumulated earnings (deficit)(560,032)55,183 
Total stockholders' equity
655,281 1,266,773 
$4,887,137 $4,623,983 



The accompanying notes are an integral part of these statements.
4



COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)


Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
(In thousands, except per share amounts)
Revenues:
Natural gas sales
$488,303 $168,374 $1,133,783 $547,975 
Oil sales
22,873 9,637 61,571 35,449 
Total oil and gas sales
511,176 178,011 1,195,354 583,424 
Operating expenses:
Production and ad valorem taxes
16,675 9,798 36,468 27,768 
Gathering and transportation
35,402 22,422 96,596 77,423 
Lease operating
26,576 25,412 77,150 79,110 
Depreciation, depletion and amortization
128,739 99,056 359,313 312,828 
General and administrative
8,052 8,974 23,952 25,991 
Exploration
   27 
Gain on sale of assets(14)(16)(93)(16)
Total operating expenses
215,430 165,646 593,386 523,131 
Operating income295,746 12,365 601,968 60,293 
Other income (expenses):
Loss from derivative financial instruments(510,319)(121,579)(756,026)(71,978)
Other expense197 489 1,008 793 
Interest expense
(49,954)(63,890)(170,645)(168,764)
Loss on early retirement of debt
  (352,599)(861)
Total other expenses(560,076)(184,980)(1,278,262)(240,810)
Loss before income taxes(264,330)(172,615)(676,294)(180,517)
Benefit from (provision for) income taxes(23,976)46,123 74,168 46,177 
Net loss(288,306)(126,492)(602,126)(134,340)
Preferred stock dividends and accretion(4,411)(4,398)(13,089)(26,596)
Net loss available to common stockholders$(292,717)$(130,890)$(615,215)$(160,936)
Net loss per share:
Basic
$(1.26)$(0.57)$(2.66)$(0.77)
Diluted
$(1.26)$(0.57)$(2.66)$(0.77)
Weighted average shares outstanding:
Basic
231,747 231,223 231,519 209,760 
Diluted
231,747 231,223 231,519 209,760 












The accompanying notes are an integral part of these statements.
5



COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Common
Shares
Common
Stock-
Par Value
Additional
Paid-in
Capital
Accumulated
Earnings (Deficit)
Total
(In thousands)
Balance at January 1, 2020190,007 $95,003 $909,423 $138,596 $1,143,022 
Stock-based compensation
(24)(12)1,442 — 1,430 
Income tax withholdings on equity awards(2)(1)(14)— (15)
Net income— — — 42,028 42,028 
Preferred stock accretion— — — (2,500)(2,500)
Payment of preferred dividends— — — (9,572)(9,572)
Balance at March 31, 2020189,981 $94,990 $910,851 $168,552 $1,174,393 
Stock-based compensation
507 254 1,298 — 1,552 
Issuances of common stock42,092 21,046 190,592 — 211,638 
Stock issuance costs— — (10,079)— (10,079)
Net loss— — — (49,876)(49,876)
Preferred stock accretion— — — (2,917)(2,917)
Payment of preferred dividends— — — (7,210)(7,210)
Balance at June 30, 2020232,580 $116,290 $1,092,662 $108,549 $1,317,501 
Stock-based compensation(46)(22)1,774 — 1,752 
Income tax withholdings on equity awards(113)(58)(619)— (677)
Stock issuance costs — — (6)— (6)
Net loss— — — (126,492)(126,492)
Payment of preferred dividends— — — (4,398)(4,398)
Balance at September 30, 2020232,421 $116,210 $1,093,811 $(22,341)$1,187,680 
Balance at January 1, 2021232,415 $116,206 $1,095,384 $55,183 $1,266,773 
Stock-based compensation
(4)— 1,690 — 1,690 
Stock issuance costs
— — (30)— (30)
Net loss— — — (134,125)(134,125)
Payment of preferred dividends
— — — (4,315)(4,315)
Balance at March 31, 2021232,411 $116,206 $1,097,044 $(83,257)$1,129,993 
Stock-based compensation
472 235 1,564 — 1,799 
Income tax withholdings on equity awards
(33)(16)(182)— (198)
Stock issuance costs
— — (126)— (126)
Net loss— — — (179,695)(179,695)
Payment of preferred dividends
— — — (4,363)(4,363)
Balance at June 30, 2021232,850 $116,425 $1,098,300 $(267,315)$947,410 
Stock-based compensation298 149 1,653 — 1,802 
Income tax withholdings on equity awards(223)(112)(1,102)— (1,214)
Net loss— — — (288,306)(288,306)
Payment of preferred dividends— — — (4,411)(4,411)
Balance at September 30, 2021232,925 $116,462 $1,098,851 $(560,032)$655,281 



The accompanying notes are an integral part of these statements.
6



COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


Nine Months Ended September 30,
20212020
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$(602,126)$(134,340)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income taxes
(84,942)(46,443)
Exploration
 27 
Gain on sale of assets(93)(16)
Depreciation, depletion and amortization
359,313 312,828 
Loss on derivative financial instruments756,026 71,978 
Cash settlements of derivative financial instruments
(145,262)132,725 
Amortization of debt discount and issuance costs
17,587 24,231 
Stock-based compensation
5,291 4,734 
Loss on early retirement of debt
352,599 861 
(Increase) decrease in accounts receivable(97,379)79,382 
Decrease in other current assets850 8,291 
Increase (decrease) in accounts payable and accrued expenses56,689 (64,303)
Net cash provided by operating activities618,553 389,955 
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures
(508,051)(332,628)
Proceeds from sales of assets
261 283 
Net cash used for investing activities(507,790)(332,345)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on bank credit facility
275,000 157,000 
Repayments on bank credit facility
(350,000)(907,000)
Issuance of Senior Notes2,222,500 751,500 
Retirement of Senior Notes
(2,210,626) 
Issuance of common stock 206,626 
Redemption of Series A Preferred Stock
 (210,000)
Preferred stock dividends paid
(13,089)(21,180)
Debt and stock issuance costs
(35,567)(24,128)
Income tax withholdings on equity awards
(1,412)(692)
Net cash used for financing activities(113,194)(47,874)
Net increase (decrease) in cash and cash equivalents(2,431)9,736 
Cash and cash equivalents, beginning of period
30,272 18,532 
Cash and cash equivalents, end of period
$27,841 $28,268 








The accompanying notes are an integral part of these statements.
7



COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2021
(Unaudited)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –
Basis of Presentation
These unaudited consolidated financial statements include the accounts of Comstock Resources, Inc. and its wholly-owned subsidiaries (collectively, "Comstock" or the "Company"). In management's opinion, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of Comstock as of September 30, 2021, and the related results of operations and cash flows for the periods being presented. Net income and comprehensive income are the same in all periods presented. All adjustments are of a normal recurring nature unless otherwise disclosed.
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to those rules and regulations, although Comstock believes that the disclosures made are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in Comstock's Annual Report on Form 10-K for the year ended December 31, 2020.
The results of operations for the period through September 30, 2021 are not necessarily an indication of the results expected for the full year.
Property and Equipment
The Company follows the successful efforts method of accounting for its oil and natural gas properties. Costs incurred to acquire oil and gas leasehold are capitalized.
The Company assesses the need for an impairment of the capitalized costs for its proved oil and gas properties on a property basis. No impairments were recognized to adjust the carrying value of the Company's proved oil and gas properties during any of the periods presented. Unproved oil and gas properties are also periodically assessed and any impairment in value is charged to expense. The costs related to unproved properties are transferred to proved oil and gas properties and amortized on an equivalent unit-of-production basis when they are reflected in proved oil and natural gas reserves. Exploratory drilling costs are initially capitalized as proved property but charged to expense if and when the well is determined not to have found commercial quantities of proved oil and gas reserves. Exploratory drilling costs are evaluated within a one-year period after the completion of drilling.
The Company determines the fair values of its oil and gas properties using a discounted cash flow model and proved and risk-adjusted probable oil and natural gas reserves. Undrilled acreage can also be valued based on sales transactions in comparable areas. Significant Level 3 assumptions associated with the calculation of discounted future cash flows included in the cash flow model include management's outlook for oil and natural gas prices, production costs, capital expenditures, and future production as well as estimated proved oil and gas reserves and risk-adjusted probable oil and natural gas reserves. Management's oil and natural gas price outlook is developed based on third-party longer-term price forecasts as of each measurement date. The expected future net cash flows are discounted using an appropriate discount rate in determining a property's fair value.
It is reasonably possible that the Company's estimates of undiscounted future net cash flows attributable to its oil and gas properties may change in the future. The primary factors that may affect estimates of future cash flows include future adjustments, both positive and negative, to proved and appropriate risk-adjusted probable oil and gas reserves, results of future drilling activities, future prices for oil and natural gas, and increases or decreases in production and capital costs. As a result of these changes, there may be future impairments in the carrying values of these or other properties.
Goodwill
The Company had goodwill of $335.9 million as of September 30, 2021 that was recorded in 2018. The Company is not required to amortize goodwill as a charge to earnings; however, the Company is required to conduct an annual review of
8



goodwill for impairment. The Company performs an annual assessment of goodwill on October 1 of each year and performs interim assessments if indicators of impairment are present. If the carrying value of goodwill exceeds the fair value, an impairment charge would be recorded for the difference between fair value and carrying value.
Leases
The Company has right-of-use lease assets of $6.8 million related to its corporate office lease, certain office equipment and leased vehicles used in oil and gas operations with corresponding short-term and long-term liabilities. The value of the lease assets and liabilities are determined based upon discounted future minimum cash flows contained within each of the respective contracts. The Company determines if contracts contain a lease at inception of the contract. To the extent that contract terms representing a lease are identified, leases are identified as being either an operating lease or a finance-type lease. Comstock currently has no finance-type leases. Right-of-use lease assets representing the Company's right to use an underlying asset for the lease term and the related lease liabilities represent our obligation to make lease payments under the terms of the contracts. Short-term leases that have an initial term of one year or less are not capitalized; however, amounts paid for those leases are included as part of its lease cost disclosures. Short-term lease costs exclude expenses related to leases with a lease term of one month or less. Leases for the right to explore for and develop oil and natural gas reserves and the related rights to use the land associated with those leases are reflected as oil and gas properties.
Comstock contracts for a variety of equipment used in its oil and natural gas exploration and development activities.  Contract terms for this equipment vary broadly, including the contract duration, pricing, scope of services included along with the equipment, cancellation terms, and rights of substitution, among others. The Company's drilling operations routinely change due to changes in commodity prices, demand for oil and natural gas, and the overall operating and economic environment. Comstock accordingly manages the terms of its contracts for drilling rigs so as to allow for maximum flexibility in responding to these changing conditions. The Company's rig contracts are presently either for periods of less than one year, or they are on terms that provide for cancellation with 45 days advance notice without a specified expiration date. Accordingly, the Company has elected not to recognize right-of-use lease assets for these rig contracts. The costs associated with drilling rig operations are accounted for under the successful efforts method, which generally require that these costs be capitalized as part of our proved oil and natural gas properties on our balance sheet unless they are incurred on exploration wells that are unsuccessful, in which case they are charged to exploration expense.
Lease costs recognized during the three months and nine months ended September 30, 2021 and 2020 were as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
(In thousands)
Operating lease cost included in general and administrative expense$435 $422 $1,299 $1,249 
Operating lease cost included in lease operating expense218 229 640 578 
Short-term lease cost (drilling rig costs included in proved oil
and gas properties)
8,239 7,324 27,482 26,605 
$8,892 $7,975 $29,421 $28,432 
Cash payments for operating leases associated with right-of-use assets included in cash provided by operating activities were $0.7 million in each of the three months ended September 30, 2021 and 2020, and $1.9 million and $1.8 million for the nine months ended September 30, 2021 and 2020, respectively.

9



As of September 30, 2021, expected future payments related to contracts that contain operating leases were as follows:
(In thousands)
October 1 to December 31, 2021$552 
20222,522 
20232,188 
20241,862 
20253 
Total lease payments
7,127 
Imputed interest(285)
Total lease liability$6,842 
The weighted average term of these operating leases was 3.0 years and the weighted average interest rate used in lease computations was 2.7%. As of September 30, 2021, the Company also had expected future payments for contracted drilling services of $4.3 million.
Accrued Costs
Accrued costs at September 30, 2021 and December 31, 2020 consisted of the following:
As of September 30, 2021
As of
December 31, 2020
(In thousands)
Accrued interest payable$28,956 $67,265 
Accrued transportation costs24,703 25,353 
Accrued capital expenditures21,938 24,959 
Accrued income and other taxes12,595 2,168 
Accrued ad valorem taxes9,000  
Accrued employee compensation6,518 7,519 
Accrued lease operating expenses2,685 3,466 
Other2,727 2,289 
$109,122 $133,019 
Reserve for Future Abandonment Costs
Comstock's asset retirement obligations relate to future plugging and abandonment expenses on its oil and gas properties and related facilities disposal. The following table summarizes the changes in Comstock's total estimated liability for such obligations during the periods presented:
Nine Months Ended
September 30,
20212020
(In thousands)
Reserve for future abandonment costs at beginning of period$19,290 $18,151 
New wells placed on production
1,666 451 
Liabilities settled and assets disposed of
(6)(80)
Accretion expense
917 880 
Reserve for future abandonment costs at end of period$21,867 $19,402 

10



Derivative Financial Instruments and Hedging Activities
All of the Company's derivative financial instruments are used for risk management purposes and, by policy, none are held for trading or speculative purposes. Comstock minimizes credit risk to counterparties of its derivative financial instruments through formal credit policies, monitoring procedures, and diversification. The Company is not required to provide any credit support to its counterparties other than cross collateralization with the assets securing its bank credit facility. None of the Company's derivative financial instruments involve payment or receipt of premiums. The Company classifies the fair value amounts of derivative financial instruments as net current or noncurrent assets or liabilities, whichever the case may be, by commodity contract. All of Comstock's natural gas derivative financial instruments, except for certain basis swaps, are tied to the Henry Hub-NYMEX price index and all of its crude oil derivative financial instruments are tied to the WTI-NYMEX index price. 
The Company had the following oil and natural gas price derivative financial instruments at September 30, 2021:
Future Production Period
Three Months Ending December 31, 2021Year Ending December 31, 2022Year Ending December 31, 2023Total
Natural Gas Swap Contracts:
Volume (MMBtu)
51,520,000 (1)77,500,000  129,020,000 
Average Price per MMBtu
$2.53 (1)$2.76  $2.66 
Natural Gas Collar Contracts:
Volume (MMBtu)
37,410,000 140,925,000 6,750,000 185,085,000 
Price per MMBtu:
Average Ceiling
$3.05 $3.91 $4.03 $3.74 
Average Floor
$2.48 $2.62 $2.67 $2.60 
Natural Gas Swaptions Contracts:
Volume (MMBtu)
— 43,800,000 (2) 43,800,000 (2)
Average Price per MMBtu
— 2.51 (2) $2.51 (2)
Natural Gas Basis Swap Contracts:
Volume (MMBtu)
3,680,000 (3)10,950,000 (3)— 14,630,000 (3)
Average Price per MMBtu($0.12)($0.16)— ($0.15)
Crude Oil Collar Contracts:
Volume (Bbls)
138,000 — — 138,000 
Price per Bbl:
Average Ceiling
$51.67 — — $51.67 
Average Floor
$41.67 — — $41.67 
_____________________________
(1)For the three months ending December 31, 2021, natural gas price swap contracts include 11,040,000 MMBtu at an average price of $2.51 that are part of certain natural gas price swaption contracts which include a call to extend the price swap by the counterparty as described in (2) below.
(2)The counterparties have the right to exercise a call option to enter into a price swap with the Company on 43,800,000 MMBtu in 2022 at an average price $2.51. The call option was exercised for 36,500,000 MMBtu at an average price of $2.52 on October 29, 2021 and the call option on 7,300,000 MMBtu at an average price of $2.50 expires on November 26, 2021.
(3)Contracts fix the differential between NYMEX Henry Hub and the Houston Ship Channel indices.
The Company has interest rate swap agreements that fix LIBOR at 0.33% for $500.0 million of its floating rate long-term debt. These contracts settle monthly through April 2023. The fair value of these contracts was a net liability of $0.9 million at September 30, 2021.
11



None of the Company's derivative contracts were designated as cash flow hedges. The aggregate fair value of the Company's derivative instruments are presented on a gross basis in the accompanying consolidated balance sheets. The classification of derivative financial instruments between assets and liabilities, consists of the following:
TypeConsolidated Balance Sheet LocationSeptember 30, 2021December 31, 2020
(in thousands)
Asset Derivative Financial Instruments:
Natural gas price derivativesDerivative Financial Instruments  – current$23,815 $8,913 
Oil price derivativesDerivative Financial Instruments  – current2,577  
$26,392 $8,913 
Natural gas price derivativesDerivative Financial Instruments  – long-term$236 $661 
Interest rate derivativesDerivative Financial Instruments  – long-term106  
$342 $661 
Liability Derivative Financial Instruments:
   Natural gas price derivativesDerivative Financial Instruments  – current$620,408 $45,158 
   Oil price derivativesDerivative Financial Instruments  – current5,739 831 
   Interest rate derivativesDerivative Financial Instruments  – current1,019 1,016 
$627,166 $47,005 
   Natural gas price derivativesDerivative Financial Instruments  – long-term$50,127 $1,308 
   Interest rate derivativesDerivative Financial Instruments – long-term 1,056 
$50,127 $2,364 
The Company recognized cash settlements and changes in the fair value of its derivative financial instruments as a single component of other income (expenses). Gains and losses related to cash settlements and changes in the fair value recognized on the Company's derivative contracts recognized in the consolidated statement of operations were as follows:
Gain (Loss) on Derivatives
Recognized in Earnings
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
(In thousands)
Natural gas price derivatives$(509,777)$(120,706)$(748,499)$(82,872)
Oil price derivatives(287)(989)(7,820)13,529 
Interest rate derivatives(255)116 293 (2,635)
$(510,319)$(121,579)$(756,026)$(71,978)
Stock-Based Compensation
Comstock accounts for employee stock-based compensation under the fair value method. Compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period and included in general and administrative expenses for awards of restricted stock and performance stock units ("PSUs") to the Company's employees and directors. The Company recognized $1.8 million of stock-based compensation expense within general and administrative expenses related to awards of restricted stock and PSUs to its employees and directors during each of the three months ended September 30, 2021 and 2020, and $5.3 million and $4.7 million for the nine months ended September 30, 2021 and 2020, respectively.
As of September 30, 2021, Comstock had 952,971 shares of unvested restricted stock outstanding at a weighted average grant date fair value of $5.74 per share. Total unrecognized compensation cost related to unvested restricted stock grants of $4.7 million as of September 30, 2021 is expected to be recognized over a period of 1.9 years.
As of September 30, 2021, Comstock had 1,049,910 PSUs outstanding at a weighted average grant date fair value of $8.11 per unit. The number of shares of common stock to be issued related to the PSUs is based on the Company's stock price
12



performance as compared to its peers which could result in the issuance of anywhere from zero to 2,099,820 shares of common stock. Total unrecognized compensation cost related to these grants of $4.2 million as of September 30, 2021 is expected to be recognized over a period of 1.8 years.
Revenue Recognition
Comstock produces oil and natural gas 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. Payment is reasonably assured upon delivery of production. All sales are subject to contracts that have commercial substance, contain specific pricing terms, and define the enforceable rights and obligations of both parties. These contracts typically provide for cash settlement within 25 days following each production month and are cancellable upon 30 days' notice by either party for oil and vary for natural gas based upon the terms set out in the confirmations between both parties. Prices for sales of oil and natural gas are generally based upon terms that are common in the oil and gas industry, including index or spot prices, location and quality differentials, as well as market supply and demand conditions. As a result, prices for oil and natural gas routinely fluctuate based on changes in these factors. Each unit of production (barrel of crude oil and thousand cubic feet of natural gas) represents a separate performance obligation under the Company's contracts since each unit has economic benefit on its own and each is priced separately according to the terms of the contracts.
Comstock has elected to exclude all taxes from the measurement of transaction prices, and its revenues are reported net of royalties and exclude revenue interests owned by others because the Company acts as an agent when selling crude oil and natural gas, on behalf of royalty owners and working interest owners.  Revenue is recorded in the month of production based on an estimate of the Company's share of volumes produced and prices realized. The Company recognizes any differences between estimates and actual amounts received in the month when payment is received.  Historically, differences between estimated revenues and actual revenue received have not been significant. The amount of oil or natural gas sold may differ from the amount to which the Company is entitled based on its revenue interests in the properties. The Company did not have any significant imbalance positions at September 30, 2021. Sales of oil and natural gas generally occur at or near the wellhead. When sales of oil and gas occur at locations other than the wellhead, the Company accounts for costs incurred to transport the production to the delivery point as gathering and transportation expenses. The Company recognized accounts receivable of $213.7 million as of September 30, 2021 from customers for contracts where performance obligations have been satisfied and an unconditional right to consideration exists.
Credit Losses
Substantially all of the Company's accounts receivable are due from either purchasers of 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. Comstock assesses the collectibility of its receivables based upon their age, the credit quality of the purchaser or participant and the potential for revenue offset. The Company has not had any significant credit losses in the past and believes its accounts receivable are fully collectible. Accordingly, no allowance for doubtful accounts has been recorded for the nine months ended September 30, 2021 and 2020.
Income Taxes
Deferred income taxes are provided to reflect the future tax consequences or benefits of differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates.
In recording deferred income tax assets, the Company considers whether it is more likely than not that its deferred income tax assets will be realized in the future. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those deferred income tax assets would be deductible. The Company believes that after considering all the available objective evidence, historical and prospective, with greater weight given to historical evidence, management is not able to determine that it is more likely than not that all of its deferred tax assets will be realized. As a result, the Company established valuation allowances for its deferred tax assets and U.S. federal and state net operating loss carryforwards that are not expected to be utilized due to the uncertainty of generating taxable income prior to the expiration of the carryforward periods. The Company will continue to assess the valuation allowances against deferred tax assets considering all available information obtained in future periods.
13



The following is an analysis of the consolidated income tax benefit (provision):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021202020212020
(In thousands)
Current - State$(7,637)$(67)$(10,774)$(216)
Deferred - Federal12,971 35,645 105,934 37,662 
Deferred - State(29,310)10,545 (20,992)8,731 
$(23,976)$46,123 $74,168 $46,177 
The difference between the federal statutory rate of 21% and the effective tax rate is due to the following:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021202020212020
Tax at statutory rate21.0 %21.0 %21.0 %21.0 %
Tax effect of:
Change in Louisiana tax law43.1  8.3  
Valuation allowance on deferred tax assets(58.3)1.5 (13.3)1.0 
State income taxes, net of federal benefit
(14.0)5.2 (4.7)4.3 
Nondeductible stock-based compensation
(0.9)(1.0)(0.3)(0.8)
Other
   0.1 
Effective tax rate(9.1)%26.7 %11.0 %25.6 %
  
The income tax provision for the three months ended September 30, 2021 is attributable to revisions to the estimated future utilization of federal and state net operating loss carryforwards resulting from the loss from derivative financial instruments that was recognized in the period.
The Company's federal income tax returns for the years subsequent to December 31, 2016 remain subject to examination. The Company's income tax returns in major state income tax jurisdictions remain subject to examination for various periods subsequent to December 31, 2013. The Company currently believes that all other significant filing positions are highly certain and that all of its other significant income tax positions and deductions would be sustained under audit or the final resolution would not have a material effect on the consolidated financial statements. Therefore, the Company has not established any significant reserves for uncertain tax positions.
Fair Value Measurements
The Company holds or has held certain financial assets and liabilities that are required to be measured at fair value.  These include cash and cash equivalents held in bank accounts and derivative financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements:
Level 1 — Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.
Level 2 — Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.
14



Level 3 — Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management's estimates of market participant assumptions.
The Company's natural gas price swap agreements, basis swap agreements, interest rate swap agreements and its crude oil and natural gas price collars were not traded on a public exchange, and their value is determined utilizing a discounted cash flow model based on inputs that are readily available in public markets and, accordingly, the valuation of these derivative financial instruments, is categorized as a Level 2 measurement. The Company's natural gas swaption agreements are measured at fair value using a third-party pricing service, categorized as a Level 3 measurement.
The following is a reconciliation of the beginning and ending balances for derivative instruments classified as Level 3 in the fair value hierarchy:
Nine Months Ended
September 30,
20212020
(In thousands)
Balance at beginning of year$(22,588)$4,351 
Total unrealized loss included in earnings (1)
(113,018)(27,450)
Settlements, net (1)
21,881 (33,143)
Transfers out of Level 3(6,418) 
Balance at end of period$(120,143)$(56,242)
_____________________________
(1)Unrealized gains and losses and net settlements are reported as part of loss from derivative financial instruments on the accompanying consolidated statements of operations.
Fair Values – Reported
The following presents the carrying amounts and the fair values of the Company's financial instruments as of September 30, 2021 and December 31, 2020:
September 30, 2021December 31, 2020
Carrying ValueFair ValueCarrying ValueFair Value
Assets:(In thousands)
Derivative financial instruments (1)
$26,734 $26,734 $9,574 $9,574 
Liabilities:
Derivative financial instruments (1)
$677,293 $677,293 $49,369 $49,369 
Bank credit facility (2)
$425,000 $425,000 $500,000 $500,000 
7.50% senior notes due 2025 (3)
$194,339 $253,871 $473,728 $628,691 
9.75% senior notes due 2026 (3)
$ $ $1,577,824 $1,769,625 
6.75% senior notes due 2029 (3)
$1,257,067 $1,348,438 $ $ 
5.875% senior notes due 2030 (3)
$965,000 $1,007,219 $ $ 
_____________________________
(1)The Company's natural gas price swaps and basis swap agreements, its interest rate swap agreements and its crude oil and natural gas price collars are classified as Level 2 and measured at fair value using a market approach using third party pricing services and other active markets or broker quotes that are readily available in the public markets. The Company's natural gas swaption contracts provide the counterparty the right, but not the obligation, to extend terms of an existing swap on predetermined dates. Due to subjectivity of the inputs used to value the counterparty rights in the contracts, these contracts are classified as Level 3 in the fair value hierarchy.
(2)The carrying value of our floating rate debt outstanding approximates fair value.
(3)The fair value of the Company's fixed rate debt was based on quoted prices as of September 30, 2021 and December 31, 2020, respectively, a Level 1 measurement.
15



Earnings Per Share
Unvested restricted stock containing non-forfeitable rights to dividends are included in common stock outstanding and are considered to be participating securities and included in the computation of basic and diluted earnings per share pursuant to the two-class method. At September 30, 2021 and December 31, 2020, 952,971 and 1,038,006 shares of restricted stock, respectively, are included in common stock outstanding as such shares have a non-forfeitable right to participate in any dividends that might be declared and have the right to vote on matters submitted to the Company's stockholders.
Weighted average shares of unvested restricted stock outstanding were as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021202020212020
(in thousands)
Unvested restricted stock1,148 1,285 1,092 1,185 
PSUs represent the right to receive a number of shares of the Company's common stock that may range from zero to up to two times the number of PSUs granted on the award date based on the achievement of certain performance measures during a performance period. The number of potentially dilutive shares related to PSUs is based on the number of shares, if any, which would be issuable at the end of the respective period, assuming that date was the end of the performance period. The treasury stock method is used to measure the dilutive effect of PSUs. Weighted average unearned PSUs outstanding were as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021202020212020
(In thousands, except per unit amounts)
Weighted average PSUs1,204 1,136 1,178 1,014 
Weighted average grant date fair value per unit$8.11 $9.33 $8.11 $9.33 
The Company redeemed all of the shares of Series A Convertible Preferred Stock on May 19, 2020. The Series B Convertible Preferred Stock became convertible into an aggregate of 43,750,000 shares of common stock on July 16, 2020 at a conversion price of $4.00 per share. The dilutive effect of preferred stock is computed using the if-converted method as if conversion of the preferred shares had occurred at the earlier of the date of issuance or the beginning of the period. Weighted average shares of convertible preferred stock outstanding were as follows:
Three Months Ended
September 30,
Nine Months Ended
September 30,
2021202020212020
(In thousands)
Weighted average convertible preferred stock43,750 43,750 43,750 70,575 
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 per share amounts are the same for the three months and nine months ended September 30, 2021 and 2020 due to the net losses in the periods.
16



Supplementary Information with Respect to the Consolidated Statements of Cash Flows
Cash payments made for interest and income taxes and other non-cash investing activities for the nine months ended September 30, 2021 and 2020, respectively, were as follows:
Nine Months Ended
September 30,
20212020
(In thousands)
Cash payments for:
Interest payments$206,170 $145,125 
Non-cash investing activities include:
Increase (decrease) in accrued capital expenditures$(3,021)$16,771 
Liabilities assumed in exchange for right-of-use lease assets$5,562 $1,675 
Non-cash financing activities include:
Retirement of debt in exchange for common stock$ $(4,151)
Issuance of common stock in exchange for debt$ $5,012 
(2) LONG-TERM DEBT
At September 30, 2021, long-term debt was comprised of the following: