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EX-31.2 - EX-31.2 - COMSTOCK RESOURCES INCcrk-ex312_201409307.htm
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EX-31.1 - EX-31.1 - COMSTOCK RESOURCES INCcrk-ex311_201409309.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x

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

For the Quarter Ended September 30, 2014

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)

 

 

NEVADA

 

94-1667468

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

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

(Address of principal executive offices)

Telephone No.: (972) 668-8800

 

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 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  x    No  ¨

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):

 

Large accelerated filer  x

Accelerated filer  ¨

Non-accelerated filer  ¨

Smaller reporting company  ¨

(Do not check if a smaller reporting company)

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 5, 2014 was 47,860,582.

 

 

 

 

 


 

COMSTOCK RESOURCES, INC.

QUARTERLY REPORT

For the Quarter Ended September 30, 2014

INDEX

 

 

Page

PART I. Financial Information

 

 

Item 1. Financial Statements (Unaudited):

 

Consolidated Balance Sheets -
September 30, 2014 and December 31, 2013

4

Consolidated Statements of Operations -
Three Months and Nine Months ended September 30, 2014 and 2013

5

Consolidated Statements of Comprehensive Income (Loss) -
Three Months and Nine Months ended September 30, 2014 and 2013

6

Consolidated Statement of Stockholders’ Equity
Nine Months ended September 30, 2014

7

Consolidated Statements of Cash Flows -
Nine Months ended September 30, 2014 and 2013

8

Notes to Consolidated Financial Statements

9

 

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

18

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk

22

 

Item 4. Controls and Procedures

22

 

PART II. Other Information

 

 

Item 6. Exhibits

23

EX-31.1

 

EX-31.2

 

EX-32.1

 

EX-32.2

 

EX-101 INSTANCE DOCUMENT

 

EX-101 SCHEMA DOCUMENT

 

EX-101 CALCULATION LINKBASE DOCUMENT

 

EX-101 LABELS LINKBASE DOCUMENT

 

EX-101 PRESENTATION LINKBASE DOCUMENT

 

EX-101 DEFINITION LINKBASE DOCUMENT

 

 

 

 

2


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

 

 

September 30,
2014

 

  

December 31,
2013

 

 

 

(In thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents

 

$

6,433

 

 

$

2,967

  

Accounts Receivable:

 

 

 

 

 

 

 

 

Oil and gas sales

 

 

46,610

 

 

 

35,867

  

Joint interest operations

 

 

25,658

 

 

 

15,534

  

Derivative Financial Instruments

 

 

3,909

 

 

 

970

  

Other Current Assets

 

 

3,547

 

 

 

1,796

  

Total current assets

 

 

86,157

 

 

 

57,134

  

Property and Equipment:

 

 

 

 

 

 

 

 

Unevaluated oil and gas properties

 

 

192,595

 

 

 

134,350

  

Oil and gas properties, successful efforts method

 

 

4,158,563

 

 

 

3,781,313

  

Other

 

 

19,621

 

 

 

18,373

  

Accumulated depreciation, depletion and amortization

 

 

(2,150,346

)

 

 

(1,867,301

Net property and equipment

 

 

2,220,433

 

 

 

2,066,735

  

Other Assets

 

 

15,761

 

 

 

15,529

  

 

 

$

2,322,351

 

 

$

2,139,398

  

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

$

126,744

 

 

$

101,872

  

Deferred Income Taxes

 

 

1,368

 

 

 

339

  

Current Taxes Payable

 

 

 

 

 

1,487

  

Accrued Liabilities

 

 

56,801

 

 

 

91,297

  

Total current liabilities

 

 

184,913

 

 

 

194,995

  

Long-term Debt

 

 

1,000,298

 

 

 

798,700

  

Deferred Income Taxes

 

 

179,371

 

 

 

177,026

  

Reserve for Future Abandonment Costs

 

 

16,118

 

 

 

14,534

  

Other Non-Current Liabilities

 

 

2,025

  

 

 

2,138

  

Total liabilities

 

 

1,382,725

 

 

 

1,187,393

  

Commitments and Contingencies

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

 

Common stock – $0.50 par, 75,000,000 shares authorized, 47,860,582 and 47,680,516 shares outstanding at September 30, 2014 and December 31, 2013, respectively

 

 

23,930

 

 

 

23,840

  

Additional paid-in capital

 

 

485,132

 

 

 

480,816

  

Retained earnings

 

 

430,564

 

 

 

447,349

  

Total stockholders’ equity

 

 

939,626

 

 

 

952,005

  

 

 

$

2,322,351

 

 

$

2,139,398

  

 

 

 

 

 

 

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,

 

 

 

2014

 

  

2013

 

 

2014

 

  

2013

 

 

 

(In thousands, except per share amounts)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil sales

 

$

107,899

 

 

$

66,260

 

 

$

309,283

 

 

$

167,073

 

Natural gas sales

 

 

37,084

 

 

 

45,330

 

 

 

133,332

 

 

 

147,357

 

Total revenues

 

 

144,983

 

 

 

111,590

 

 

 

442,615

 

 

 

314,430

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production taxes

 

 

6,369

 

 

 

4,168

 

 

 

18,437

 

 

 

10,172

 

Gathering and transportation

 

 

3,125

 

 

 

4,478

 

 

 

10,039

 

 

 

13,034

 

Lease operating

 

 

15,858

 

 

 

12,955

 

 

 

44,899

 

 

 

39,123

 

Exploration

 

 

11,449

 

 

 

2,995

 

 

 

11,449

 

 

 

15,342

 

Depreciation, depletion and amortization

 

 

99,977

 

 

 

85,762

 

 

 

283,390

 

 

 

255,973

 

General and administrative, net

 

 

7,927

 

 

 

8,153

 

 

 

25,910

 

 

 

25,996

 

Impairment of oil and gas properties

 

 

15

 

 

 

 

 

 

271

 

 

 

652

 

Loss on sale of oil and gas properties

 

 

 

 

 

2,165

 

 

 

 

 

 

2,084

 

Total operating expenses

 

 

144,720

 

 

 

120,676

 

 

 

394,395

 

 

 

362,376

 

 

Operating income (loss)

 

 

263

 

 

 

(9,086

)

 

 

48,220

 

 

 

(47,946

)

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of marketable securities

 

 

 

 

 

 

 

 

 

 

 

7,877

 

Gain (loss) from derivative financial instruments

 

 

12,033

 

 

 

(7,395

)

 

 

(2,763

)

 

 

(10,321

)

Other income

 

 

223

 

 

 

423

 

 

 

513

 

 

 

864

 

Interest expense

 

 

(14,912

)

 

 

(20,530

)

 

 

(43,359

)

 

 

(57,348

)

Total other income (expenses)

 

 

(2,656

)

 

 

(27,502

)

 

 

(45,609

)

 

 

(58,928

)

 

Income (loss) before income taxes

 

 

(2,393

)

 

 

(36,588

)

 

 

2,611

 

 

 

(106,874

)

Benefit from (provision for) income taxes

 

 

490

 

 

 

12,554

 

 

 

(1,451

)

 

 

36,792

 

Income (loss) from continuing operations

 

 

(1,903

)

 

 

(24,034

)

 

 

1,160

 

 

 

(70,082

)

Income from discontinued operations, net of income taxes

 

 

 

 

 

 

 

 

 

 

 

148,609

 

Net income (loss)

 

$

(1,903

)

 

$

(24,034

)

 

$

1,160

 

 

$

78,527

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

- income (loss) from continuing operations

 

$

(0.04

)

 

$

(0.52

)

 

$

0.02

 

 

$

(1.45

)

 

- income from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

3.08

 

 

- net income (loss)

 

$

(0.04

)

 

$

(0.52

)

 

$

0.02

 

 

$

1.63

 

Diluted

- income (loss) from continuing operations

 

$

(0.04

)

 

$

(0.52

)

 

$

0.02

 

 

$

(1.45

)

 

- income from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

3.08

 

 

- net income (loss)

 

$

(0.04

)

 

$

(0.52

)

 

$

0.02

 

 

$

1.63

 

 

Dividends per share

 

$

0.125

 

 

$

0.125

 

 

$

0.375

 

 

$

0.250

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

46,651

 

 

 

46,570

 

 

 

46,628

 

 

 

46,684

 

Diluted

 

 

46,651

 

 

 

46,570

 

 

 

46,948

 

 

 

46,684

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

5


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 

 

 

 

 

 

Three Months Ended 
September 30,

 

  

Nine Months Ended
September 30,

 

 

2014

 

  

2013

 

  

2014

 

  

2013

 

 

 

 

  

(In thousands)

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(1,903

)

 

$

(24,034

)

 

$

1,160

 

 

$

78,527

 

Net change in unrealized gains and losses on marketable
securities, net of a benefit from income taxes of $2,380

 

  

  

 

  

  

 

  

  

 

(4,418

)

Comprehensive income (loss)

$

(1,903

)

 

$

(24,034

)

 

$

1,160

 

 

$

74,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

6


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2014

(Unaudited)

 

 

 

 

 

 

 

Common
Stock
(Shares)

 

  

Common
Stock –
Par Value

 

  

Additional
Paid-in
Capital

 

  

Retained
Earnings

 

  

Total

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2014

 

47,681

 

 

$

23,840

 

 

$

480,816

 

 

$

447,349

 

 

$

952,005

 

Stock-based compensation

 

310

 

 

 

155

 

 

 

7,687

 

 

 

 

 

 

7,842

 

Restricted stock used for tax withholdings

 

(130

)

 

 

(65

)

 

 

(2,284

)

 

 

 

 

 

(2,349

)

Excess income taxes from stock-based compensation

 

 

 

 

 

 

 

(1,087

)

 

 

 

 

 

(1,087

)

Dividends paid

 

 

 

 

 

 

 

 

 

 

(17,945

)

 

 

(17,945

)

Net income

 

 

 

 

 

 

 

 

 

 

1,160

 

 

 

1,160

 

Balance at September 30, 2014

 

47,861

 

 

$

23,930

 

 

$

485,132

 

 

$

430,564

 

 

$

939,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

 

 

7


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Nine Months Ended
September 30,

 

 

 

2014

 

  

2013

 

 

 

(In thousands)

 

Cash Flows from Operating Activities:

 

 

 

 

  

 

 

 

 

Net income

 

$

1,160

  

  

$

78,527

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

  

 

 

 

Income from discontinued operations

 

 

  

  

 

(148,609

)

Gain on sale of assets

 

 

 

  

 

(5,793

)

Deferred income taxes

 

 

1,487

 

  

 

(36,792

)

Dry hole costs and lease impairments

 

 

11,449

 

  

 

14,903

 

Impairment of oil and gas properties

 

 

271

 

  

 

652

 

Depreciation, depletion and amortization

 

 

283,390

 

  

 

255,973

 

Loss on derivative financial instruments

 

 

2,763

 

  

 

10,321

 

Settlements of derivative financial instruments

 

 

(5,702

)

  

 

1,641

 

Amortization of debt discount, premium and issuance costs

 

 

3,140

 

  

 

4,802

 

Stock-based compensation

 

 

7,842

 

  

 

9,561

 

Excess income taxes from stock-based compensation

 

 

1,087

 

  

 

2,016

 

Increase in accounts receivable

 

 

(20,867

)

  

 

(49,246

)

(Increase) decrease in other current assets

 

 

(951

)

  

 

443

 

Increase in accounts payable and accrued liabilities

 

 

43,914

 

  

 

74,893

 

Net cash provided by continuing operations

 

 

328,983

 

  

 

213,292

 

Net cash used for discontinued operations

 

 

  

  

 

(7,730

)

Net cash provided by operating activities

 

 

328,983

 

  

 

205,562

 

 

Cash Flows From Investing Activities:

 

 

 

 

  

 

 

 

Capital expenditures

 

 

(502,362

)

  

 

(250,353

)

Proceeds from asset sales

 

 

 

  

 

13,215

 

Investing activities of continuing operations

 

 

(502,362

)

 

 

(237,138

)

Cash flow from investing activities of discontinued operations:

 

 

 

 

  

 

 

 

Capital expenditures

 

 

  

  

 

(101,037

)

Proceeds from sale of oil and gas properties

 

 

  

  

 

823,701

 

Net cash provided by investing activities of discontinued operations

 

 

  

  

 

722,664

 

Net cash provided by (used for) investing activities

 

 

(502,362

)

  

 

485,526

 

 

Cash Flows from Financing Activities:

 

 

 

 

  

 

 

 

Borrowings

 

 

300,750

 

  

 

95,000

  

Principal payments on debt

 

 

(100,000

)

  

 

(537,225

)

Debt issuance costs

 

 

(2,524

)

  

 

(16

)

Tax withholdings related to restricted stock

 

 

(2,349

)

  

 

(1,680

)

Excess income taxes from stock-based compensation

 

 

(1,087

)

  

 

(2,016

)

Repurchases of common stock

 

 

 

 

 

(9,232

)

Dividends paid

 

 

(17,945

)

  

 

(12,037

)

Net cash provided by (used for) financing activities

 

 

176,845

 

  

 

(467,206

)

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

3,466

 

  

 

223,882

  

Cash and cash equivalents, beginning of period

 

 

2,967

  

  

 

4,471

  

Cash and cash equivalents, end of period

 

$

6,433

  

  

$

228,353

 

 

 

The accompanying notes are an integral part of these statements.

 

 

8


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2014

(Unaudited)

 

 

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES –

Basis of Presentation

In management’s 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 September 30, 2014, the related results of operations and comprehensive income (loss) for the three months and nine months ended September 30, 2014 and 2013, and cash flows for the nine months ended September 30, 2014 and 2013.

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, 2013.

The results of operations for the three months and nine months ended September 30, 2014 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.

Reclassifications

Certain reclassifications have been made to prior periods’ financial statements, consisting primarily of reclassifications to the presentation of the Company’s derivative financial instruments, to conform to the current periods’ presentation.

Marketable Securities

During the nine months ended September 30, 2013, the Company sold 600,000 shares of Stone Energy Corporation common stock and received $13.4 million in proceeds. These shares had a cost basis of $5.5 million. Comstock realized a gain before income taxes of $7.9 million on the sale which is included in other income in the consolidated statements of operations. The Company utilized the specific identification method to determine the cost of the securities that were sold.

Property and Equipment

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

Unproved oil and gas properties are periodically assessed and any impairment in value is charged to exploration expense. The costs of unproved properties which are determined to be productive are transferred to oil and gas properties and amortized on an equivalent unit-of-production basis. For the three months and nine months ended September 30, 2013, the Company recognized impairment charges in exploration expense of $3.0 million and $14.9 million, respectively, related to certain leases that were expected to expire prior to the Company conducting drilling operations. There were no unproved property impairments during the nine months ended September 30, 2014.

The Company also assesses the need for an impairment of the costs capitalized for its oil and gas properties on a property basis. The Company recognized impairment charges of $15,000 for the three months ended September 30, 2014, and $0.3 million and $0.7 million for the nine months ended September 30, 2014 and September 30, 2013, respectively, related to its oil and gas properties.

9


 

 

Accrued Liabilities

Accrued liabilities at September 30, 2014 and December 31, 2013 consist of the following:

 

 

 

As of
September 30,
2014

 

  

As of
December 31,
2013

 

 

 

(In thousands)

 

Accrued oil and gas property acquisition costs

 

$

  

  

$

40,128

  

Accrued drilling costs

 

 

19,904

 

  

 

34,914

  

Accrued interest

 

 

23,880

 

  

 

7,051

  

Accrued ad valorem taxes

 

 

4,800

 

 

 

 

Other accrued liabilities

 

 

8,217

 

  

 

9,204

  

 

 

$

56,801

  

  

$

91,297

 

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 during the nine months ended September 30, 2014 and 2013:

 

 

 

Nine Months Ended
September 30,

 

 

 

2014

 

  

2013

 

 

 

(In thousands)

 

Future abandonment costs – beginning of period

 

$

14,534

 

 

$

16,387

  

Accretion expense

 

 

615

 

 

 

716

  

New wells placed on production

 

 

1,045

 

 

 

599

  

Liabilities settled and assets disposed of

 

 

(76

)

 

 

(555

Future abandonment costs — end of period

 

$

16,118

 

 

$

17,147

  

Derivative Financial Instruments and Hedging Activities

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 volumes 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.

As of September 30, 2014, the Company had the following outstanding commodity derivatives:

 

Commodity and Derivative Type

  

Weighted-Average
Contract Price

 

  

Volume
(barrels)

  

Contract Period

 

Crude Oil Price Swap Agreements

  

$96.60 per  Bbl.

  

  

633,000

  

October 2014 –

December 2014

  

  

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. All of Comstock’s derivative financial instruments are with parties that are lenders under its bank credit facility. 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.

 

10


 

None of the derivative contracts have been designated as cash flow hedges. The Company recognizes cash settlements and changes in the fair value of its derivative financial instruments as a single component of other income (expenses). The Company had gains of $12.0 million and losses of $7.4 million related to its oil swap agreements during the three months ended September 30, 2014 and 2013, respectively, and losses of $2.8 million and $10.3 million during the nine months ended September 30, 2014 and 2013, respectively. Cash settlements on derivative financial instruments were payments of $0.4 million and $3.6 million for the three months ended September 30, 2014 and 2013, respectively, and payments of $5.7 million and receipts of $1.6 million during the nine months ended September 30, 2014 and 2013, respectively. The estimated fair value and carrying value of the Company’s derivative financial instruments was an asset of $3.9 million and $1.0 million as of September 30, 2014 and December 31, 2013, respectively, which were classified as current assets.

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 September 30, 2014 and 2013, the Company recognized $2.8 million and $3.1 million, respectively, of stock-based compensation expense within general and administrative expenses related to awards of restricted stock and performance stock units to its employees and directors. For the nine months ended September 30, 2014 and 2013, the Company recognized $7.8 million and $9.6 million, respectively, of stock-based compensation expense within general and administrative expenses.

During the nine months ended September 30, 2014, the Company granted 235,524 shares of restricted stock with a grant date fair value of $4.8 million or $20.24 per share to its employees and non-employee directors. The fair value of each restricted share on the date of grant is equal to its market price. As of September 30, 2014, Comstock had 1,209,694 shares of unvested restricted stock outstanding at a weighted average grant date fair value of $19.91 per share. Total unrecognized compensation cost related to unvested restricted stock grants of $8.8 million as of September 30, 2014 is expected to be recognized over a period of 1.2 years.

During the nine months ended September 30, 2014, the Company granted 188,958 performance share units (“PSUs”) with a grant date fair value of $3.7 million or $19.81 per unit to its employees. As of September 30, 2014, Comstock had 364,332 PSUs outstanding at a weighted average grant date fair value of $20.36 per unit. The number of shares of common stock to be issued related to the PSUs is based on the Company’s stock price performance as compared to its peers which could result in the issuance of anywhere from zero to 853,658 shares of common stock. Total unrecognized compensation cost related to these grants of $3.4 million as of September 30, 2014 is expected to be recognized over a period of 1.5 years.

As of September 30, 2014, Comstock had outstanding options to purchase 115,150 shares of common stock at a weighted average exercise price of $32.90 per share. All of the stock options were exercisable and there were no unrecognized compensation costs related to the stock options as of September 30, 2014. No stock options were exercised during the three months or nine months ended September 30, 2014 or 2013.

Income Taxes

The following is an analysis of consolidated income tax expense (benefit) from continuing operations:

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

  

 

2014

 

  

2013

 

 

2014

 

  

2013

 

 

 

(In thousands)

 

Current benefit

 

$

(73

)  

  

$

 

 

$

(36

)  

  

$

 

Deferred provision (benefit)

 

 

(417

)

  

 

(12,554

 

 

1,487

 

  

 

(36,792

)

Provision for (benefit from) income taxes

 

$

(490

)  

  

$

(12,554

 

$

1,451

 

  

$

(36,792

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 Company’s effective tax rate and the 35% federal statutory rate is mainly caused by non-deductible stock compensation and state taxes.  The Company estimated the income tax provision for the three months and nine months ended September 30, 2014 using the discrete method.  The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year to date period as if it was the annual period and determines the income tax expense or benefit on that basis. The Company believes that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to (i) the high degree of uncertainty in estimating annual pretax earnings and (ii) the wide variability in the effective tax rate given the significant impact of permanent items.

11


 

The difference between the Company’s customary rate of 35% and the effective tax rate on income before income taxes from continuing operations is due to the following:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Tax at statutory rate

 

35.0

%

 

 

35.0

%

 

 

35.0

%

 

 

35.0

%

Tax effect of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nondeductible stock-based compensation

 

(15.1

 

 

(0.6

 

 

20.1

 

 

 

(1.1

)

State income taxes, net of federal benefit

 

5.5

 

 

 

(0.3

 

 

(5.5

 

 

0.6

  

Other

 

(4.9

 

 

0.3

 

 

 

6.0

 

 

 

(0.1

)

Effective tax rate

 

20.5

%

 

 

34.4

%

 

 

55.6

%

 

 

34.4

%

The Company’s federal income tax returns for the years subsequent to December 31, 2009, remain subject to examination. The Company’s income tax returns in major state income tax jurisdictions remain subject to examination from various periods subsequent to December 31, 2008. State tax returns in one state jurisdiction are currently under review. The Company has evaluated the preliminary findings in this jurisdiction and believes it is more likely than not that the ultimate resolution of these matters will not have a material effect on the Company’s financial statements. 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 items that are required to be measured at fair value. These include cash and cash equivalents held in bank accounts and derivative financial instruments in the form of oil price swap agreements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements:

Level 1 – Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date.

Level 2 – Inputs used to measure fair value, other than quoted prices included in Level 1, are either directly or indirectly observable as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.

Level 3 – Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

The Company’s valuation of cash and cash equivalents is a Level 1 measurement. The Company’s oil price swap agreements are not traded on a public exchange. 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 swap agreements is categorized as a Level 2 measurement.

The following table summarizes financial assets accounted for at fair value as of September 30, 2014:

 

 

 

Carrying
Value
Measured at
Fair Value at
September 30,
2014

 

  

Level 1

 

  

Level 2

 

 

 

(In thousands)

 

Assets measured at fair value on a recurring basis:

 

 

 

 

  

 

 

 

  

 

 

 

Cash and cash equivalents held in bank accounts

 

$

6,433

  

  

$

6,433

  

  

$

  

Derivative financial instruments

 

 

3,909

 

 

 

 

 

 

3,909

 

Total assets

 

$

10,342

  

  

$

6,433

  

  

$

3,909

  

 

 

 

 

 

 

 

 

 

 

 

 

  

12


 

The following table presents the carrying amounts and estimated fair value of the Company’s other financial instruments:

 

 

 

As of September 30, 2014

 

 

 

Carrying
Value

 

  

Fair
Value

 

 

 

(In thousands)

 

Fixed rate debt

 

$

695,298

  

  

$

745,000

  

Floating rate debt

 

$

305,000

  

  

$

305,000

  

The fair market value of the Company’s fixed rate debt was based on the market prices as of September 30, 2014, a Level 1 measurement. The fair value of the floating rate debt outstanding at September 30, 2014 approximated its carrying value, a Level 2 measurement.

Earnings Per Share

Basic earnings per share is determined without the effect of any outstanding potentially dilutive stock options or PSUs and diluted earnings per share is determined with the effect of outstanding stock options and PSUs 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. PSUs represent the right to receive a number of shares of the Company’s common stock that may range from zero to up to three times the number of PSUs granted on the award date based on the achievement of certain performance measures during a performance period. The number of potentially dilutive shares related to PSUs is based on the number of shares, if any, which would be issuable at the end of the respective period, assuming that date was the end of the contingency period. The treasury stock method is used to measure the dilutive effect of PSUs. Basic and diluted earnings per share for the three months and nine months ended September 30, 2014 and 2013 were determined as follows:

 

 

 

Three Months Ended September 30,

 

 

 

2014

 

  

2013

 

 

 

Loss

 

  

Shares

 

  

Per
Share

 

  

Loss

 

 

Shares

 

  

Per
Share

 

 

 

(In thousands, except per share amounts)

 

Net loss from continuing operations

 

$

(1,903

)

  

 

 

 

  

 

 

 

  

$

(24,034

)

 

 

 

 

  

 

 

 

Income  allocable to unvested restricted stock

 

 

(151

)

  

 

 

 

  

 

 

 

  

 

(195

)

 

 

 

 

  

 

 

 

Basic net loss from continuing operations attributable to common stock

 

$

(2,054

)

  

 

46,651

 

  

$

(0.04

)

  

$

(24,229

)

 

 

46,570

  

  

$

(0.52

)

Effect of dilutive securities:

 

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

Stock options

 

 

  

  

 

  

  

 

 

 

  

 

  

 

 

  

  

 

 

 

Performance share units

 

 

  

  

 

 

  

 

 

 

  

 

  

 

 

  

  

 

 

 

Diluted net loss from continuing operations attributable to common stock

 

$

(2,054

)

  

 

46,651

 

  

$

(0.04

)

  

$

(24,229

)

 

 

46,570

  

  

$

(0.52

)

 

13


 

 

 

Nine Months Ended September 30,

 

 

 

2014

 

  

2013

 

 

 

Income

 

  

Shares

 

  

Per
Share

 

  

Income
(Loss)

 

 

Shares

 

  

Per
Share

 

 

 

(In thousands, except per share amounts)

 

Net income (loss) from continuing operations

 

$

1,160

 

  

 

 

 

  

 

 

 

  

$

(70,082

 

 

 

 

  

 

 

 

(Income) loss allocable to unvested restricted stock

 

 

(444

)

  

 

 

 

  

 

 

 

  

 

2,254

  

 

 

 

 

  

 

 

 

Basic net income (loss) from continuing operations attributable to common stock

 

$

716

 

  

 

46,628

 

  

$

0.02

  

  

$

(67,828

 

 

46,684

  

  

$

(1.45

)

Effect of dilutive securities:

 

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

Stock options

 

 

  

  

 

  

  

 

 

 

  

 

  

 

 

  

  

 

 

 

Performance share units

 

 

  

  

 

320

  

  

 

 

 

  

 

  

 

 

  

  

 

 

 

Diluted net income (loss) from continuing operations attributable to common stock

 

$

716

  

  

 

46,948

 

  

$

0.02

  

  

$

(67,828

 

 

46,684

  

  

$

(1.45

)

 

Net income from discontinued operations

 

 

 

 

 

 

 

 

  

 

 

 

  

$

148,609

  

 

 

 

 

  

 

 

 

Income allocable to unvested restricted stock

 

 

 

 

 

 

 

 

  

 

 

 

  

 

(4,782

 

 

 

 

  

 

 

 

Basic net income from discontinued operations attributable to common stock

 

 

 

 

 

 

 

 

  

 

 

 

  

$

143,827

  

 

 

46,684

  

  

$

3.08

  

Effect of dilutive securities:

 

 

 

 

 

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

Stock options

 

 

 

 

 

 

 

 

  

 

 

 

  

 

  

 

 

  

  

 

 

 

Performance share units

 

 

 

 

 

 

 

 

  

 

 

 

  

 

  

 

 

  

  

 

 

 

Diluted net income from discontinued operations attributable to common stock

 

 

 

 

 

 

 

 

  

 

 

 

  

$

143,827

  

 

 

46,684

  

  

$

3.08

  

At September 30, 2014 and December 31, 2013, 1,209,694 and 1,515,889 shares of restricted stock, respectively, 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 on matters submitted to the Company’s stockholders. Weighted average shares of unvested restricted stock outstanding during the three months and nine months ended September 30, 2014 and 2013 were as follows:

 

 

Three Months Ended
September 30,

 

  

Nine Months Ended
September 30,

 

 

2014

  

 

2013

 

  

2014

 

  

2013

 

 

(In thousands)

 

Unvested restricted stock

 

1,210

  

 

 

1,520

  

  

 

1,184

 

  

 

1,552

  

Options to purchase common stock and PSUs that were outstanding and that were excluded as anti-dilutive from the determination of diluted earnings per share are as follows:

 

 

 

Three Months Ended
September 30,

 

  

Nine Months Ended
September 30,

 

 

 

2014

 

  

2013

 

  

2014

 

  

2013

 

 

 

(In thousands except per share/unit data)

 

Weighted average anti-dilutive stock options

 

 

115

 

  

 

115

  

  

 

115

 

  

 

135

  

Weighted average exercise price per share

 

$

32.90

  

  

$

32.90

  

  

$

32.90

  

  

$

32.90

  

Weighted average performance share units

 

 

257

 

  

 

91

  

  

 

 

  

 

56

  

Weighted average grant date fair value per unit

 

$

20.71

  

  

$

21.19

  

  

$

  

  

$

21.15

  

 

For the three months and nine months ended September 30, 2014 and 2013, the excluded options that were anti-dilutive were at exercise prices in excess of the average stock price. All stock options and unvested PSUs were anti-dilutive to earnings and excluded from weighted average shares used in the computation of earnings per share in the three months ended September 30, 2014 and 2013 and the nine months ended September 30, 2013 due to the net loss in the periods.

14


 

 

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 September 30, 2014 and December 31, 2013, the Company’s cash investments consisted of cash held in bank accounts.

The following is a summary of cash payments made for interest and income taxes:

 

 

 

Nine Months Ended September 30,

 

 

 

2014

 

  

2013

 

 

 

(In thousands)

 

Cash Payments:

 

 

 

 

  

 

 

 

Interest payments

 

$

30,441

  

  

$

44,228

  

Income tax payments

 

$

1,467

  

  

$

768

  

The Company capitalizes interest on its unevaluated oil and gas property costs during periods when it is conducting exploration activity on this acreage. The Company capitalized interest of $2.7 million and $0.7 million for the three months ended September 30, 2014 and 2013, respectively, and $7.5 million and $2.4 million for the nine months ended September 30, 2014 and 2013, respectively, which reduced interest expense.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of the following:

 

 

 

Three Months Ended 
September 30,

 

  

Nine Months Ended 
September 30,

 

 

 

2014

 

  

2013

 

  

2014

 

  

2013

 

 

 

(In thousands)

 

Net income (loss)

 

$

(1,903

)

  

$

(24,034

)

  

$

1,160

  

  

$

78,527

  

Other comprehensive income:

 

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Realized gains on marketable securities reclassified
to gain on sale of marketable securities, net of
a benefit from income taxes of $2,757

 

 

  

  

 

  

  

 

  

  

 

(5,120

)

Unrealized gains on marketable securities, net of
provision for income taxes of $377

 

 

  

  

 

  

  

 

  

  

 

702

  

Total comprehensive income (loss)

 

$

(1,903

  

$

(24,034

)

  

$

1,160

  

  

$

74,109

  

15


 

Discontinued Operations

On March 14, 2013, the Company entered into an agreement to sell its oil and gas properties located in Reeves and Gaines counties in West Texas to a third party. The sale closed on May 14, 2013 with an effective date of January 1, 2013. Income from discontinued operations for the nine months ended September 30, 2013 is comprised of the following:

 

 

 

Nine Months
Ended
September 30, 2013

 

 

 

(In thousands)

 

Revenues:

 

 

 

 

Oil and gas sales

 

$

25,125

  

Costs and expenses:

 

 

 

 

Production taxes

 

 

1,120

  

Gathering and transportation

 

 

501

  

Lease operating

 

 

9,853

  

Depletion, depreciation and amortization

 

 

8,649

  

Interest expense(1)

 

 

6,346

  

Total costs and expenses

 

 

26,469

  

 

 

 

 

 

Gain on sale of discontinued operations

 

 

230,637

  

Income from discontinued operations before income taxes

 

 

229,293

  

 

Income tax expense:

 

 

 

 

Current

 

 

(637

Deferred

 

 

(80,047

Total income tax expense

 

 

(80,684

 

Net income from discontinued operations

 

$

148,609

  

 

 

(1)

Interest expense was allocated to discontinued operations based on the ratio of the net assets of discontinued operations to our consolidated net assets plus long-term debt. Interest expense is net of capitalized interest of $2,010 for the nine months ended September 30, 2013, respectively.

 

(2) STOCKHOLDERS’ EQUITY –

On each of February 20, May 21, and August 21, 2014, Comstock’s Board of Directors declared a dividend of 12.5¢ per share on the Company’s common stock to stockholders of record at the close of business on March 7, June 6 and September 5, 2014, respectively. Dividends of $17.9 million and $12.0 million were paid during the nine months ended September 30, 2014 and September 30, 2013, respectively. In 2013, the Board of Directors approved an open market share repurchase plan which permits the Company to repurchase up to $100.0 million of its common stock on the open market. The Company made various open market purchases of 631,096 shares at an aggregate cost of $9.2 million under this plan during the three months and nine months ended September 30, 2013. The Company did not make any purchases under this plan during the nine months ended September 30, 2014, and repurchases of up to $90.8 million remain available under this plan in future periods as of September 30, 2014.

 

(3) LONG-TERM DEBT –

At September 30, 2014, long-term debt was comprised of:

 

 

(In thousands)

 

Bank credit facility

$

305,000

 

734 % Senior Notes due 2019

 

405,277

 

912% Senior Notes due 2020

 

290,021

 

 

$

1,000,298

 

Comstock has a $1.0 billion 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 November 22, 2018. Indebtedness under the bank credit facility is secured by all of Comstock’s assets and is guaranteed by all of its wholly owned subsidiaries. The credit facility is subject to borrowing base availability, which is redetermined semiannually based on the banks’ estimates of the Company’s future net cash flows of oil and natural gas properties. As of September 30, 2014, the borrowing base was $700.0 million, of which $395.0 million was available. The borrowing base may be affected by the performance of Comstock’s properties and changes in oil and natural gas prices. The determination of the

16


 

borrowing base is at the sole discretion of the administrative agent and the bank group. Borrowings under the bank credit facility bear interest, based on the utilization of the borrowing base, at Comstock’s option at either (1) LIBOR plus 1.5% to 2.5% or (2) the base rate (which is the higher of the administrative agent’s prime rate, the federal funds rate plus 0.5% or 30 day LIBOR plus 1.0%) plus 0.5% to 1.5%. A commitment fee of 0.375% to 0.5%, based on the utilization of the borrowing base, is payable annually on the unused borrowing base. The bank credit facility contains covenants that, among other things, restrict the payment of cash dividends and repurchases of common stock in excess of $120.0 million per year, limit the amount of consolidated debt that Comstock may incur and limit the Company’s ability to make certain loans and investments. The only financial covenants are the maintenance of a leverage ratio and the maintenance of an interest coverage ratio. The Company was in compliance with these covenants as of September 30, 2014.

Comstock has $400.0 million of 7¾% senior notes (the “2019 Notes”) outstanding which are due on April 1, 2019 and bear interest which is payable semi-annually on each April 1 and October 1. Comstock also has $300.0 million of 9½% senior notes (the “2020 Notes”) which are due on June 15, 2020 and bear interest which is payable semi-annually on each June 15 and December 15. During the nine months ended September 30, 2014, the Company issued $100.0 million of the 2019 Notes in a public offering. Net proceeds from the issuance of the additional 2019 Notes of $103.3 million were used to pay down borrowings under the Company’s bank credit facility. The 2019 Notes and 2020 Notes are unsecured obligations of Comstock and are guaranteed by all of Comstock’s material subsidiaries. Such subsidiary guarantors are 100% owned and all of the guarantees are full and unconditional and joint and several obligations. As of September 30, 2014, Comstock had no material assets or operations which are independent of its subsidiaries. There are no restrictions on the ability of Comstock to obtain funds from its subsidiaries through dividends or loans.

 

(4) 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 Company’s 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 two years. As of September 30, 2014, the Company had commitments for contracted drilling services of $56.3 million.

The Company has entered into natural gas transportation and treating agreements through July 2019. Maximum commitments under these transportation agreements as of September 30, 2014 totaled $13.4 million.

 

 

17


 

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

This report contains forward-looking statements that involve risks and uncertainties that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those anticipated in our forward-looking statements due to many factors. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this report and in our annual report filed on Form 10-K for the year ended December 31, 2013.

Results of Operations From Continuing Operations

 

 

 

Three Months Ended 
September 30,

 

  

Nine Months Ended 
September 30,

 

 

 

2014

 

  

2013

 

  

2014

 

  

2013

 

 

 

(In thousands, except per unit amounts)

 

Net Production Data:

 

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Oil (Mbbls)

 

 

1,125

 

  

 

632

 

  

 

3,172

 

  

 

1,615

 

Natural gas (Mmcf)

 

 

9,641

 

  

 

13,612

 

  

 

30,722

 

  

 

43,446

 

Natural gas equivalent (Mmcfe)

 

 

16,390

 

  

 

17,404

 

  

 

49,752

 

  

 

53,134

 

 

Revenues:

 

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Oil sales

 

$

107,899

  

  

$

66,260

  

  

$

309,283

  

  

$

167,073

  

Natural gas sales

 

 

37,084

 

  

 

45,330

  

  

 

133,332

 

  

 

147,357

  

Total oil and gas sales

 

$

144,983

  

  

$

111,590

  

  

$

442,615

  

  

$

314,430

  

 

Expenses:

 

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Production taxes

 

$

6,369

  

  

$

4,168

  

  

$

18,437

  

  

$

10,172

  

Gathering and transportation

 

 

3,125

 

  

 

4,478

  

  

 

10,039

 

  

 

13,034

  

Lease operating(1)

 

 

15,858

 

  

 

12,955

  

  

 

44,899

 

  

 

39,123

  

Exploration

 

 

11,449

 

  

 

2,995

  

  

 

11,449

 

  

 

15,342

  

Depreciation, depletion and amortization

 

 

99,977

 

  

 

85,762

  

  

 

283,390