UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark  One)

 

(Mark One)

þ

ANNUAL REPORT PURSUANT TO SECTIONSSECTION 13 OR

15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20122013

 

OR

¨

TRANSITION REPORT PURSUANT TO SECTIONSSECTION 13 OR 15(d) OF

OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-03262

COMSTOCK RESOURCES, INC.

(Exact name of registrant as specified in its charter)

 

NEVADA

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 including zip code)

(972) 668-8800

(Registrant’s telephone number and area code)

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

 

Common Stock, $.50 Par Value

New York Stock Exchange

(Title of class)

(Name of exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:None

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yesþ    No  ¨

Yes

ü

No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ¨    No  þ

Yes

No

ü

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ    No  ¨

Yes

ü

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  þ    No  ¨

Yes

ü

No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þü

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

 þü

Accelerated filer¨

Non-accelerated filer¨

Smaller reporting company¨

(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  ¨No  þ

As of February 28, 2013, there were 48,303,517 shares of common stock outstanding.

Yes

No

ü

The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of common stock on the New York Stock Exchange on June 30, 20122013 (the last business day of the registrant’s most recently completed second fiscal quarter), was $734.6$705.7 million.

As of February 26, 2014, there were 47,837,224 shares of common stock of the registrant outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Definitive Proxy Statement for the 20122014 Annual Meeting of Stockholders

are incorporated by reference into Part III of this report.

 

 

 


COMSTOCK RESOURCES, INC.

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended December 31, 20122013

CONTENTS

 

Item

   Page 

 

 

 

Page

 Part I  

 

 

Part I

 

 

 

 Cautionary Note Regarding Forward-Looking Statements   2  

 

 

Cautionary Note Regarding Forward-Looking Statements

 

2

 Definitions   3  

 

 

Definitions

 

3

1. and 2.

 Business and Properties   6  

1 and 2.

  

 

Business and Properties

 

6

1A.

 Risk Factors   31  

 

 

Risk Factors

 

29

1B.

 Unresolved Staff Comments   41  

 

 

Unresolved Staff Comments

 

41

3.

 Legal Proceedings   41  

 

 

Legal Proceedings

 

41

4.

 Mine Safety Disclosures   41  

 

 

Mine Safety Disclosures

 

41

 Part II  

 

 

Part II

 

 

 

5.

 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities   42  

 

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

42

6.

 Selected Financial Data   43  

 

 

Selected Financial Data

 

44

7.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations   44  

 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

45

7A.

 Quantitative and Qualitative Disclosures About Market Risk   54  

 

 

Quantitative and Qualitative Disclosures About Market Risk

 

56

8.

 Financial Statements and Supplementary Data   54  

 

 

Financial Statements and Supplementary Data

 

57

9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   55  

 

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

57

9A.

 Controls and Procedures   55  

 

 

Controls and Procedures

 

57

9B.

 Other Information   59  

 

 

Other Information

 

60

 Part III  

 

 

Part III

 

 

 

10.

 Directors, Executive Officers and Corporate Governance   59  

 

 

Directors, Executive Officers and Corporate Governance

 

60

11.

 Executive Compensation   59  

 

 

Executive Compensation

 

60

12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   59  

 

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

60

13.

 Certain Relationships and Related Transactions, and Directors Independence   60  

 

 

Certain Relationships and Related Transactions, and Director Independence

 

61

14.

 Principal Accountant Fees and Services   60  

 

 

Principal Accountant Fees and Services

 

61

 Part IV  

 

 

Part IV

 

 

 

15.

 Exhibits and Financial Statement Schedules   60  

 

 

Exhibits and Financial Statement Schedules

 

61

1


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are identified by their use of terms such as “expect,” “estimate,” “anticipate,” “project,” “plan,” “intend,” “believe” and similar terms. All statements, other than statements of historical facts, included in this report, are forward-looking statements, including statements mentioned under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” regarding:

amount and timing of future production of oil and natural gas;

·

amount and timing of future production of oil and natural gas;

the availability of exploration and development opportunities;

·

the availability of exploration and development opportunities;

amount, nature and timing of capital expenditures;

·

amount, nature and timing of capital expenditures;

the number of anticipated wells to be drilled after the date hereof;

·

the number of anticipated wells to be drilled after the date hereof;

our financial or operating results;

·

our financial or operating results;

our cash flow and anticipated liquidity;

·

our cash flow and anticipated liquidity;

operating costs including lease operating expenses, administrative costs and other expenses;

·

operating costs including lease operating expenses, administrative costs and other expenses;

finding and development costs;

·

finding and development costs;

our business strategy; and

·

our business strategy; and

other plans and objectives for future operations.

·

other plans and objectives for future operations.

Any or all of our forward-looking statements in this report may turn out to be incorrect. They can be affected by a number of factors, including, among others:

·

the risks described in “Risk Factors” and elsewhere in this report;

·

the volatility of prices and supply of, and demand for, oil and natural gas;

·

the timing and success of our drilling activities;

·

the numerous uncertainties inherent in estimating quantities of oil and natural gas reserves and actual future production rates and associated costs;

·

our ability to successfully identify, execute or effectively integrate future acquisitions;

·

the usual hazards associated with the oil and natural gas industry, including fires, well blowouts, pipe failure, spills, explosions and other unforeseen hazards;

·

our ability to effectively market our oil and natural gas;

·

the availability of rigs, equipment, supplies and personnel;

·

our ability to discover or acquire additional reserves;

·

our ability to satisfy future capital requirements;

·

changes in regulatory requirements;

·

general economic conditions, status of the financial markets and competitive conditions;

·

our ability to retain key members of our senior management and key employees; and

·

hostilities in the Middle East and other sustained military campaigns and acts of terrorism or sabotage that impact the supply of crude oil and natural gas.

2


 

the risks described in “Risk Factors” and elsewhere in this report;

the volatility of prices and supply of, and demand for, oil and natural gas;

the timing and success of our drilling activities;

the numerous uncertainties inherent in estimating quantities of oil and natural gas reserves and actual future production rates and associated costs;

our ability to successfully identify, execute or effectively integrate future acquisitions;

the usual hazards associated with the oil and natural gas industry, including fires, well blowouts, pipe failure, spills, explosions and other unforeseen hazards;

our ability to effectively market our oil and natural gas;

the availability of rigs, equipment, supplies and personnel;

our ability to discover or acquire additional reserves;

our ability to satisfy future capital requirements;

changes in regulatory requirements;

general economic conditions, status of the financial markets and competitive conditions;

our ability to retain key members of our senior management and key employees; and

hostilities in the Middle East and other sustained military campaigns and acts of terrorism or sabotage that impact the supply of crude oil and natural gas.

DEFINITIONS

The following are abbreviations and definitions of terms commonly used in the oil and gas industry and this report. Natural gas equivalents and crude oil equivalents are determined using the ratio of six Mcf to one barrel. All references to “us,” “our,” “we” or “Comstock” mean the registrant, Comstock Resources, Inc. and where applicable, its consolidated subsidiaries.

“Bbl”means a barrel of U.S. 42 gallons of oil.

“Bcf” means one billion cubic feet of natural gas.

“Bcfe”means one billion cubic feet of natural gas equivalent.

“BOE”means one barrel of oil equivalent.

“Btu”means British thermal unit, which is the quantity of heat required to raise the temperature of one pound of water from 58.5 to 59.5 degrees Fahrenheit.

“Completion”means the installationinstallation of permanent equipment for the production of oil or gas.

“Condensate”means a hydrocarbon mixture that becomes liquid and separates from natural gas when the gas is produced and is similar to crude oil.

“Development well” means a well drilled withinwithin the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.

“Dry hole” means a well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such productionproduction exceed production expenses and taxes.

“Exploratory well” means a well drilled to find and produce oil or natural gas reserves not classified as proved, to find a new productive reservoir in a field previously found to be productive of oil or natural gas in another reservoir or to extend a known reservoir.

“GAAP” means generally accepted accounting principles in the United States of America.

“Gross” when used with respect to acres or wells, production or reserves refers to the total acres or wells in which we or another specified person has a working interest.

“MBbls” means one thousand barrels of oil.

“MBbls/d”means one thousand barrels of oil per day.

“Mcf” means one thousand cubic feet of natural gas.

“Mcfe”means one thousand cubic feet of naturalnatural gas equivalent.

“MMBbls”means one million barrels of oil.

“MMBOE” means one million barrels of oil equivalent.

“MMBtu” means one million British thermal units.

3


“MMcf” means one million cubic feet of natural gas.

“MMcf/d”means one million cubic feet of natural gas per day.

“MMcfe/d” means one million cubic feet of natural gas equivalent per day.

“MMcfe” means one million cubic feet of natural gas equivalent.

“Net”when used with respect to acres or wells, refers to grossgross acres of wells multiplied, in each case, by the percentage working interest owned by us.

“Net production” means production we own less royalties and production due others.

“Oil”means crude oil or condensate.

“Operator” means the individual or company responsible for the exploration, development, and production of an oil or gas well or lease.

“PV 10 Value” means the present value of estimated future revenues to be generated from the production of proved reserves calculatedcalculated in accordance with the Securities and Exchange Commission guidelines, net of estimated production and future development costs, using prices and costs as of the date of estimation without future escalation, without giving effect to non-property related expenses such as general and administrative expenses, debt service, future income tax expense and depreciation, depletion and amortization, and discounted using an annual discount rate of 10%. This amount is the same as the standardized measure of discounted future net cash flows related to proved oil and natural gas reserves except that it is determined without deducting future income taxes. Although PV 10 Value is not a financial measure calculated in accordance with GAAP, management believes that the presentation of PV 10 Value is relevant and useful to our investors because it presents the discounted future net cash flows attributable to our proved reserves prior to taking into account corporate future income taxes and our current tax structure. We use this measure when assessing the potential return on investment related to our oil and gas properties. Because many factors that are unique to any given company affect the amount of estimated future income taxes, the use of a pre-tax measure is helpful to investors when comparing companies in our industry.

“Proved developed reserves” means reserves that can be expected to be recovered through existing wells with existing equipment and operating methods. Additional oil and gas expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery will be included as “proved developed reserves” only after testing by a pilot project or after the operation of an installed program has confirmed through production response that increased recovery will be achieved.

“Proved developed non-producing”means reserves (i) expectedexpected to be recovered from zones capable of producing but which are shut-in because no market outlet exists at the present time or whose date of connection to a pipeline is uncertain or (ii) currently behind the pipe in existing wells, which are considered proved by virtue of successful testing or production of offsetting wells.

“Proved developed producing”means reserves expected to be recovered from currently producing zones under continuation of present operating methods. This category may also includes recently completed shut-in gas wells scheduled for connection to a pipeline in the near future.

“Proved reserves” means the estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future

years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include consideration of changes in existing prices provided only by contractual arrangements, but not on escalations based upon future conditions.arrangements.

4


“Proved undeveloped reserves” means reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage shall beare limited to those drilling unitslocations offsetting productive unitswells that are reasonably certain of production when drilled. Proved reserves for other undrilled units can be claimed onlydrilled or where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. Under no circumstances are estimates for proved undeveloped reserves attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual tests in the area and in the same reservoir.

“Recompletion” means the completion for production of an existing well bore in another formation from which the well has been previously completed.

“Reserve life” means the calculation derived by dividing year-end reserves by total production in that year.

“Reserve replacement” means the calculation derived by dividing additions to reserves from acquisitions, extensions, discoveries and revisions of previous estimates in a year by total production in that year.

“Royalty” means an interest in an oil and gas leaselease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage. Royalties may be either landowner’s royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.

“3-D seismic” means an advanced technology method of detecting accumulations of hydrocarbons identified by the collection and measurement of the intensity and timing of sound waves transmitted into the earth as theythey reflect back to the surface.

“Tcfe” means one trillion cubic feet of natural gas equivalent.

“Working interest” means an interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce oil and gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations. The share of production to which a working interest owner is entitled will always be smaller than the share of costs that the working interest owner is required to bear, with the balance of the production accruing to the owners of royalties. For example, the owner of a 100% working interest in a lease burdened only by a landowner’s royalty of 12.5% would be required to pay 100% of the costs of a well but would be entitled to retain 87.5% of the production.

“Workover” means operations on a producing well to restore or increase production.

5


PART I

 

ITEMS 1 and 2.   BUSINESS AND PROPERTIES

ITEMS 1. and 2.    BUSINESS

AND PROPERTIES

We are a Nevada corporation engaged in the acquisition, development, production and exploration of oil and natural gas. Our common stock is listed and traded on the New York Stock Exchange.In May 2013, we divested all of our oil and gas properties in West Texas and, accordingly, the discussion which follows pertains solely to our continuing oil and gas operations.

Our oil and gas operations are concentrated in East Texas/North Louisiana, South Texas and West Texas.Louisiana. Our oil and natural gas properties are estimated to have proved reserves of 711.9585 Bcfe with an estimated PV 10 Value of $1.0$1.1 billion as of December 31, 20122013 and a standardized measure of discounted future net cash flows of $0.8 billion. Our consolidated proved oil and natural gas reserve base is 67%77% natural gas and 33% oil. Our proved reserves23% oil and are 62%73% developed on a Bcfe basis as of December 31, 2012.2013.

Our proved reserves at December 31, 20122013 and our 20122013 average daily production are summarized below:

 

 Reserves at December 31, 2012 2012 Average Daily Production 

  

Proved Reserves at December 31, 2013

 

  

2013 Average Daily Production

 

 Oil
(MMBbls)
     Natural    
Gas
(Bcf)
 Total
     (Bcfe)    
 % of
    Total    
 Oil
  (MBbls/d)  
 Natural
Gas
(MMcf/d)
 Total
(MMcfe/d)
 % of
    Total    
 

  

Oil
(MMBbls)

 

  

Natural
Gas
(Bcf)

 

  

Total
(Bcfe)

 

  

% of
Total

 

  

Oil
(MBbls/d)

 

  

Natural
Gas
(MMcf/d)

 

  

Total
(MMcfe/d)

 

  

% of
Total

 

East Texas / North Louisiana

  0.4    339.4    341.9    48.0  0.2    194.2    195.6    74.3

 

0.4

 

 

341.3

 

 

343.8

 

 

58.8

%

 

0.1

 

 

128.4

 

 

129.5

 

 

68.0

%

South Texas

  18.4    86.2    196.5    27.6  4.6    23.6    51.1    19.4

 

21.5

 

 

98.6

 

 

227.6

 

 

38.9

%

 

6.1

 

 

19.7

 

 

56.3

 

 

29.5

%

West Texas

  20.3    39.2    161.1    22.6  1.4    2.0    10.5    4.0

Other Regions

  0.1    11.8    12.4    1.8  0.1    5.6    6.1    2.3

 

 

0.1

 

 

 

12.8

 

 

 

13.1

 

 

 

2.3

%

 

 

0.1

 

 

 

4.5

 

 

 

4.8

 

 

 

2.5

%

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

  39.2    476.6    711.9    100.0  6.3    225.4    263.3    100.0

 

 

22.0

 

 

 

452.7

 

 

 

584.5

 

 

 

100.0

%

 

 

6.3

 

 

 

152.6

 

 

 

190.6

 

 

 

100.0

%

 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Strengths

High Quality Properties.     Our operations are currently focused in three primarytwo operating areas: East Texas/North Louisiana South Texas and WestSouth Texas. Our properties have an average reserve life of approximately 7.48.4 years and have extensive development and exploration potential. In response to the continuing low natural gas price environment in recent years, we have focused our drilling activity primarily on oil projects.projects and limited our natural gas drilling to wells required to hold acreage. Our two primary properties that provide opportunitiesEagleville field includes 31,755 acres (25,316 net to increase ourus) located in the oil production and reserves are our South Texaswindow of the Eagle Ford shale propertiesin South Texas. In 2013 94% of our drilling and completion expenditures were related to our WolfboneEagleville field development. During 2013, we acquired acreage in West Texas. We have 34,727two additional areas that are prospective for oil, including 33,624 acres (27,689(21,034 net to us) in the Eagle Fordoil window of the Eagleford shale in or near Burleson County, Texas, and we have 88,66653,470 acres (54,355(51,017 net to us) in West TexasMississippi and Louisiana that are prospective for development in the Bone Spring and Wolfcamp shales.Tuscaloosa Marine shale. Our properties in the East Texas/North Louisiana region, including 93,620which are primarily prospective for natural gas, include 84,875 acres (80,046(72,232 net to us) in the Haynesville or Bossier shales, are primarily prospective for natural gas.shale formations.

Successful Exploration and Development Program.     In 20122013 we spent $524.9$481.1 million net of reimbursed costs from our joint venture partner, on exploration and development activities. We spent $338.0 million on drilling and completing wells in 2013. We drilled 8577 wells (54.2(53.6 net to us) in 2012 at a cost of $415.1 million and we spent $70.9 million to complete 20completed 67 wells (13.6(44.1 net to us) that were drilled in 2011.. We also spent $35.1$137.1 million in 20122013 to acquire additional leasehold, $0.1$0.4 million to acquire seismic data and $3.7$5.6 million for recompletions, workovers, abandonment, and production facilities. 80% ofOf our 20122013 capital expenditures, 95% were directed towards oil projects. Our drilling activities in 20122013 added 22.513.2 MMBOE to our proved reserves and increased our oil production in 2013 by 175%29% from 2011.2012's oil production.

Efficient Operator.     We operated 90%95% of our proved oil and natural gas reserve base as of December 31, 2012.2013. As operator we are better able to control operating costs, the timing and plans for

future development, the

6


level of drilling and lifting costs and the marketing of production. As an operator, we receive reimbursements for overhead from other working interest owners, which reduces our general and administrative expenses.

Successful Acquisitions.   We have had significant growth over the years as a result of our acquisition activity.In recent years we have focused primarily on acquiring undrilled acreage rather than producing properties. We apply strict economic and reserve risk criteria in evaluating acquisitions. Over the last twenty years, we have added 1.1 Tcfe of proved oil and natural gas reserves from 38 acquisitions of producing oil and gas properties at an average cost of $1.17 per Mcfe. Our application of strict economic and reserve risk criteria have enabled us to successfully evaluate and integrate acquisitions.

Business Strategy

Pursue Exploration Opportunities.    We   Each year, we conduct exploration activities to grow our reserve base and to replace our production each year. During 2012production. In recent years we refocused our effortshave been focused on prospects with potential for oil development, and we have limited our drilling on our natural gas properties due to the decline inweak natural gas prices.

In 2013 our Eagleville field in South Texas was the primary focus of our drilling activity. From 2010 through 20122013, we spent approximately $155.2$169.5 million to acquire 34,727 acres (27,689 net to us)leasing acreage in McMullen, Atascosa, Frio, La Salle, Karnes and Wilson Counties in South Texas, which we believe to be prospective for oil in the Eagle Ford shale formation. In 2012 we spent approximately $201.7 million to drill 30 wells (20.5 net to us) on our Eagle Ford shale properties. In 2012 we entered into a joint venture arrangement to allow us to accelerate the development of our acreage.this field. Our joint venture partner participates for a one-third interest in the wells that we drill in exchange for paying $25,000 per net acre that is earned by their participation. Through December 31, 2013, we have drilled 128 wells (94.3 net to us) in our Eagleville field including 75 wells (51.6 net to us) drilled in 2013. Our joint venture partner participated in 96 of these wells and contributed $61.3 million through December 31, 2013 for acreage and an additional $5.0 million to reimburse us for a portion of common production facilities. In 2012, our Eagle Ford shale drilling program2013, we added 13.26.1 MMBOE to our proved reserves. In 2013 wereserves from our drilling activity in Eagleville. We have budgeted to spend $219.0$344.0 million in 2014, net of reimbursements from our joint venture partner, to drill 4259 wells (27.3(40.2 net to us) on our Eagle Ford shale properties and to complete six18 wells (3.8(13.3 net to us) that were drilled in 2012.2013.

In May 2013 we completed the divestiture of our West Texas properties that were acquired in 2011.  We havereceived proceeds of $823.1 million from the sale and recognized a gain of $230.0 million ($148.6 million after income taxes).  We divested of the properties due to the substantial drilling required to maintain the leases, the opportunity to earn a substantial profit from our investment and the low returns we were realizing from our 2012 drilling activity.  The divestiture allowed us to repay $722.0 million of our long-term debt and to accelerate the development of our Eagleville field.

We spent approximately $340.0$67.4 million in 2013 to acquire 68,764lease 33,624 acres (41,071(21,034 net to us)us) in Reevesor near Burleson County, in West  Texas which we believe to beare prospective for oil in the Bone SpringEagle Ford shale formation, and Wolfcamp shales in the Delaware Basin. During 2012 we spent $183.4$53.3 million and drilled 48 wells (30.5to acquire 53,470 acres (51,017 net to us) in West Texas. Our drilling program added 6.9 MMBOE to our reservesLouisiana and Mississippi, which are prospective for oil in 2012. In 2013 wethe Tuscaloosa Marine shale.  We have budgeted $168.9$77.0 million to drill 33in 2014 for drilling 12 wells (27.2(7.4 net to us), including eight horizontal Wolfcamp shale wells (7.3 net to us). on the new acreage.

We have a significant acreage position of 93,62084,875 acres (80,046(72,232 net to us) in East Texas and North Louisiana with Haynesville or Bossier shale natural gas potential, but in 20122013 we have deferredelected to defer most of our drilling operations due to the lowuntil natural gas price environment. In 2012, weprices improve. We drilled seventwo Haynesville and Bossier shale horizontal wells (3.2(2.0 net to us) in 2013, which added 1437 Bcfe to our proved reserves in 2012. With the low natural gas price outlook in 2013, we continue to defer our natural gas focused drilling. We have budgeted to spend $32.1 million in 2013 to drill ten Haynesville and Bossier shale horizontal wells (3.6 net to us).reserves.

Exploit Existing Reserves. We seek to maximize the value of our oil and gas properties by increasing production and recoverable reserves through development drilling and workover, recompletion and exploitation activities. We utilize advanced industry technology, including 3-D seismic data, horizontal drilling, improvedenhanced logging tools, and formation stimulation techniques.

7


Maintain Flexible Capital Expenditure Budget. The timing of most of our capital expenditures is discretionary because we have not made any significant long-term capital expenditure commitments except for contracted drilling and completion services. We operate most of the drilling projects in which we participate. Consequently, we have a significant degree of flexibility to adjust the level of such

expenditures according to market conditions. We have budgeted to spend approximately $420.0$450.0 million in 20132014 on our development and exploration projects and $25.0$28.0 million for lease acquisition activity.

Acquire High Quality Properties at Attractive Costs.   Historically, we have had a successful track record of increasing ourour oil and natural gas reserves through opportunistic acquisitions. Over the last twenty years, we have added 1.1 Tcfe of proved oil and natural gas reserves from 38 acquisitions of producing oil and gas properties at a total cost of $1.3 billion, or $1.17 per Mcfe. The acquisitions were acquired at an average of 67% of their PV 10 Value in the year the acquisitions were completed. In evaluating acquisitions, we apply strict economic and reserve risk criteria. We target properties in our core operating areas with established production and low operating costs that also have potential opportunities to increase production and reserves through exploration and exploitation activities. We also evaluate our existing properties and consider divesting of non-strategic assets when market conditions are favorable.

Primary Operating Areas

The following table summarizes the estimated proved oil and natural gas reserves for our fifteen largest field areas as of December 31, 2012:2013:

 

  Oil
(MBbls)
   Natural
Gas
(MMcf)
   Total
(MMcfe)(1)
       %     PV 10  Value(2)
(000’s)
 ��   %     

 

Oil
(MBbls)

 

 

Natural
Gas
(MMcf)

 

 

Total
(MMcfe)(1)

 

 

%

 

 

PV 10 
Value
(2)
(000’s)

 

 

%

 

East Texas / North Louisiana:

          

East Texas / North Louisiana:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Logansport

   15     212,172     212,263     29.8 $123,779    12.1

Logansport

 

 

28

 

 

 

232,642

 

 

 

232,811

 

 

 

39.8

%

 

$

169,649

 

 

 

16.1

%

Toledo Bend

        44,965     44,965     6.3  27,810    2.7

Toledo Bend

 

 

 

 

 

31,071

 

 

 

31,071

 

 

 

5.3

%

 

 

31,503

 

 

 

3.0

%

Beckville

   125     31,130     31,880     4.5  28,357    2.8

Beckville

 

 

142

 

 

 

29,762

 

 

 

30,616

 

 

 

5.2

%

 

 

30,663

 

 

 

2.9

%

Waskom

   98     14,207     14,798     2.1  14,365    1.4

Waskom

 

 

66

 

 

 

12,285

 

 

 

12,678

 

 

 

2.2

%

 

 

13,435

 

 

 

1.3

%

Blocker

   46     10,901     11,175     1.6  9,351    0.9

Blocker

 

 

47

 

 

 

11,864

 

 

 

12,146

 

 

 

2.1

%

 

 

12,513

 

 

 

1.2

%

Mansfield

        8,614     8,614     1.2  4,990    0.5

Mansfield

 

 

 

 

 

7,092

 

 

 

7,092

 

 

 

1.2

%

 

 

4,934

 

 

 

0.5

%

Douglass

Douglass

 

 

 

 

 

3,584

 

 

 

3,584

 

 

 

0.6

%

 

 

2,007

 

 

 

0.2

%

Darco

   12     3,845     3,919     0.6  2,136    0.2

Darco

 

 

8

 

 

 

2,724

 

 

 

2,772

 

 

 

0.5

%

 

 

2,403

 

 

 

0.2

%

Douglass

        2,995     2,995     0.4  976    0.1

Other

   117     10,560     11,256     1.5  9,240    0.8

Other

 

 

114

 

 

 

10,301

 

 

 

10,988

 

 

 

1.9

%

 

 

11,433

 

 

 

1.0

%

  

 

   

 

   

 

   

 

  

 

  

 

 
   413     339,389     341,865     48.0  221,004    21.5
  

 

   

 

   

 

   

 

  

 

  

 

 

 

 

405

 

 

 

341,325

 

 

 

343,758

 

 

 

58.8

%

 

 

278,540

 

 

 

26.4

%

South Texas:

          

South Texas:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eagleville

   18,281     14,051     123,739     17.4  532,714    51.9

Eagleville

 

 

21,324

 

 

 

18,669

 

 

 

146,613

 

 

 

25.1

%

 

 

688,227

 

 

 

65.3

%

Fandango

        37,274     37,274     5.2  19,782    1.9

Fandango

 

 

 

 

 

45,405

 

 

 

45,405

 

 

 

7.8

%

 

 

32,520

 

 

 

3.1

%

Rosita

        16,295     16,296     2.3  6,601    0.6

Rosita

 

 

 

 

 

16,283

 

 

 

16,283

 

 

 

2.8

%

 

 

10,315

 

 

 

1.0

%

Javelina

   39     7,809     8,046     1.1  9,759    1.0

Javelina

 

 

34

 

 

 

7,552

 

 

 

7,757

 

 

 

1.3

%

 

 

10,497

 

 

 

1.0

%

Las Hermanitas

        4,482     4,483     0.6  2,300    0.2

Las Hermanitas

 

 

 

 

 

5,736

 

 

 

5,736

 

 

 

1.0

%

 

 

5,124

 

 

 

0.5

%

Lopeno

Lopeno

 

 

31

 

 

 

2,298

 

 

 

2,483

 

 

 

0.4

%

 

 

4,624

 

 

 

0.4

%

Other

   61     6,335     6,696     1.0  6,768    0.7

Other

 

 

113

 

 

 

2,622

 

 

 

3,299

 

 

 

0.5

%

 

 

7,874

 

 

 

0.7

%

  

 

   

 

   

 

   

 

  

 

  

 

 
   18,381     86,246     196,534     27.6  577,924    56.3
  

 

   

 

   

 

   

 

  

 

  

 

 

West Texas:

          

Wolfbone

   20,320     39,155     161,073     22.6  212,186    20.7
  

 

   

 

   

 

   

 

  

 

  

 

 
   20,320     39,155     161,073     22.6  212,186    20.7
  

 

   

 

   

 

   

 

  

 

  

 

 

 

 

21,502

 

 

 

98,565

 

 

 

227,576

 

 

 

38.9

%

 

 

759,181

 

 

 

72.0

%

Other:

          

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

San Juan Basin

   12     3,311     3,381     0.5  4,107    0.4

San Juan Basin

 

 

8

 

 

 

2,796

 

 

 

2,846

 

 

 

0.5

%

 

 

3,720

 

 

 

0.4

%

Other

   93     8,499     9,064     1.3  11,309    1.1

Other

 

 

61

 

 

 

9,967

 

 

 

10,331

 

 

 

1.8

%

 

 

12,554

 

 

 

1.2

%

  

 

   

 

   

 

   

 

  

 

  

 

 

 

 

69

 

 

 

12,763

 

 

 

13,177

 

 

 

2.3

%

 

 

16,274

 

 

 

1.6

%

   105     11,810     12,445     1.8  15,416    1.5
  

 

   

 

   

 

   

 

  

 

  

 

 

Total

   39,219     476,600     711,917     100.0  1,026,530    100.0

Total

 

 

21,976

 

 

 

452,653

 

 

 

584,511

 

 

 

100.0

%

 

 

1,053,995

 

 

 

100.0

%

  

 

   

 

   

 

   

 

   

 

 

Discounted Future Income Taxes

          (242,313 

Discounted Future Income Taxes

 

 

(246,778

)

 

 

 

 

         

 

  

Standardized Measure of Discounted Future Cash Flows

         $784,217   

Standardized Measure of Discounted Future Cash Flows

 

$

807,217

 

 

 

 

 

         

 

  

________________

(1)

(1)

Oil is converted to natural gas equivalents by using a conversion factor of one barrel of oil for six Mcf of natural gas.gas based upon the approximate relative energy content of oil to natural gas, which is not indicative of oil and natural gas prices.

(2)

(2)

The PV 10 Value represents the discounted future net cash flows attributable to our proved oil and gas reserves before income tax, discounted at 10%. Although it is a non-GAAP measure, we believe that the presentation of the PV 10 Value is relevant and useful to our investors because it presents the discounted future net cash flows attributable to our proved reserves prior to taking into account corporate future income taxes and our current tax structure. We use this measure when assessing the potential return on investment related to our oil and gas properties. The standardized measure of discounted future net cash flows represents the present value of future cash flows attributable to our proved oil and natural gas reserves after income tax, discounted at 10%.

8


East Texas/North Louisiana Region

Approximately 48%59% or 341.9343.8 Bcfe of our proved reserves are located in East Texas and North Louisiana where we own interests in 958956 producing wells (585.8(584.8 net to us) in 28 field areas. We operate 664662 of these wells. The largest of our fields in this region are the Logansport, Toledo Bend, Beckville, Waskom, Blocker, Mansfield, DarcoDouglass and DouglassDarco fields. Production from this region averaged 194128 MMcf of natural gas per day and 220175 barrels of oil per day during 20122013 or 196130 MMcfe per day. Most of the reserves in this area produce from the upper Jurassic aged Haynesville or Bossier shale or Cotton Valley formations and the Cretaceous aged Travis Peak/Hosston formation. In 2012,2013, we spent $101.1$16.7 million drilling seventwo wells (3.2(2.0 net to us) and completing 16 wells (10.4 net to us) that were drilled in 2011. We also spent $8.2 million on leasehold costs and $1.7$2.3 million on workovers and recompletions in this region. All seven of theThe two wells we drilled in 20122013 were Bossier shale horizontal wells that targeted the Haynesville or Bossier shales.wells. We planhave not budgeted to spend approximately $32.1 million in 2013drill any wells in this region to drill ten (3.6 net to us) horizontal wells targeting the Haynesville or Bossier shales. These wells are required to retain our interest in certain undeveloped leases.2014.

Logansport

Logansport

The Logansport field located in DeSoto Parish, Louisiana primarily produces from the Haynesville and Bossier shale formations at a depth of 11,100 to 11,500 feet and from multiple sands in the Cotton Valley and Hosston formations at an average depth of 8,000 feet. Our proved reserves of 212.3232.8 Bcfe in the Logansport field represent approximately 30%40% of our proved reserves. We own interests in 254252 wells (163.2(161.9 net to us) and operate 180178 of these wells in this field. During December 2012 net daily production attributable to our interest from this field averaged 94 MMcf of natural gas and 20 barrels of oil. In 2012 we completed ten Haynesville or Bossier shale horizontal wells (8.2 net to us) in Logansport that were drilled in 2011. In 2013 we plan to drill three horizontal Haynesville or Bossier shale wells (0.6 net to us) in our Logansport field.

Toledo Bend

Toledo Bend

The Toledo Bend field in DesotoDeSoto and Sabine Parishes, Louisiana was discovered in 2008 with our first horizontal Haynesville shale well. Production from the Haynesville shale in the Toledo Bend field ranges from 11,400 to 11,800 feet and from 10,880 to 11,300 feet in the Bossier shale. Our proved reserves of 4531.1 Bcfe in the Toledo Bend field represent approximately 6%5% of our reserves. We own interests in 7276 producing wells (37.3(39.3 net to us) and operate 3941 of these wells in this field. During 20122013 we drilled four Haynesville or Bossier shaletwo horizontal wells (1.3(2.0 net to us) at Toledo Bend and we completed sixtwo wells (2.1(0.1 net to us) that were drilled in 2011. During December 2012, net daily production attributable to our interest from this field averaged 35 MMcf of natural gas. In 2013, we plan to drill five horizontal Haynesville or Bossier shale wells (2.6 net to us) in this field.2012.

Beckville

Beckville

The Beckville field, located in Panola and Rusk Counties, Texas, has estimated proved reserves of 31.930.6 Bcfe which represents approximately 5% of our proved reserves. We operate 192191 wells in this field and own interests in 8178 additional wells for a total of 273269 wells (160.4(159.3 net to us). During December 2012, production attributable to our interest from this field averaged 8 MMcf of natural gas per day and 40 barrels of oil per day. The Beckville field produces primarily from the Cotton Valley formation at depths ranging from 9,000 to 10,000 feet. The field is also prospective for future Haynesville shale development.

Waskom

Waskom

The Waskom field, located in Harrison and Panola Counties in Texas, represents approximately 2% (14.8(12.7 Bcfe) of our proved reserves as of December 31, 2012.2013. We own interests in 63 wells in this field (40.5(39.8 net to us) and operate 4847 wells in this field. During December 2012, net daily production attributable to our interest averaged 5 MMcf of natural gas and 20 barrels of oil from this field. The Waskom field produces from the Cotton Valley formation at depths ranging from 9,000 to 10,000 feet and from the Haynesville shale formation at depths of 10,800 to 10,900 feet.

Blocker

Blocker

Our proved reserves of 11.212.1 Bcfe in the Blocker field located in Harrison County, Texas represent approximately 2% of our proved reserves. We own interests in 77 wells (71.0 net to us) and operate 71 of these wells. During December 2012, net daily production attributable to our interest from this field averaged 4 MMcf of natural gas and 22 barrels of oil. Most of this production is from the Cotton Valley formation between 8,600 and 10,150 feet and the Haynesville shale formation between 11,100 and 11,450 feet.

9


Mansfield

Mansfield

The Mansfield field is located in DeSoto Parish, Louisiana and produces from the Haynesville shale between 12,250 and 12,350 feet. We own interests in 17 wells (4.6 net to us) and operate four4 of these wells. Our proved reserves in this field of 8.67.1 Bcfe represent approximately 1% of our total reserves. During December 2012, net daily production attributable to our interest for this field averaged 4 MMcf of natural gas. In 2013, we plan to drill two (0.4 net to us) horizontal Haynesville shale wells in this field.

Douglass

Darco

The Darco field is located in Harrison County, Texas and produces from the Cotton Valley formation at depths from approximately 9,800 to 10,200 feet. Our proved reserves of 3.9 Bcfe in the Darco field represent approximately 1% of our reserves. We own interests in 23 wells (18 net to us) and operate all of these wells. During December 2012, net daily production attributable to our interest from this field averaged 1 MMcf of natural gas.

Douglass

The Douglass field is located in Nacogdoches County, Texas and is productive from stratigraphically trapped reservoirs in the Pettet Lime and Travis Peak formations. These reservoirs are found at depths from 9,200 to 10,300 feet. Our proved reserves of 3.03.6 Bcfe in the Douglass field represent less than 1% of our reserves. We own interests in 40 wells (25.8 net to us) and operate 33 of these wells. During December 2012,

Darco

The Darco field is located in Harrison County, Texas and produces from the Cotton Valley formation at depths from approximately 9,800 to 10,200 feet.  Our proved reserves of 2.8 Bcfe in the Darco field represent less than 1% of our reserves.  We own interests in 23 wells (18 net daily production attributable to our interest from this field averaged 1 MMcfus) and operate all of natural gas.these wells.  

South Texas Region

Approximately 28%39%, or 32.837.9 MMBOE (196.5 Bcfe,)(227.6 Bcfe), of our proved reserves are located in South Texas, where we own interests in 191240 producing wells (116.6(151.7 net to us). We own interests in 1613 field areas in the region, the largest of which are the Eagleville, Fandango, Rosita, Javelina, and Las Hermanitas and Lopeno fields. Net daily production rates from this region averaged 4,5876,110 barrels of oil and 2420 MMcf

of natural gas during 20122013 or 8,5219,388 BOE per day. We spent $202.9$325.0 million in 2012, net of cost recoveries from our joint venture partner,2013 to drill 30 (20.575 oil wells (51.6 net to us) targeting the Eagle Ford shale wells and for other development activity. We also spent $7.7$77.2 million in this region in 20122013 to acquire acreage. In 2013 weacreage, including $67.4 million for 33,624 acres (21,034 net to us) in or near Burleson County, Texas which are prospective in the Eagle Ford shale formation.   We plan to spend approximately $219.0$264.0 million in 2014 to drill 59 horizontal wells (40.2 net to us) in our Eagleville field, $50.0 million to drill 42 horizontalten wells (27.3(5.6 net to us) and to complete sixin our newly acquired Eagle Ford shale acreage, $80.0 million to complete 18 Eagleville wells (3.8(13.3 net to us) that were drilled in 2012.2013 and $25.0 million on facilities, recompletions and other capital projects.

Eagleville

Eagleville

We have 34,72731,755 acres (27,689(25,316 net to us) in McMullen, Atascosa, Frio, La Salle, Atascosa,Karnes and Wilson and Karnes Counties which are prospective forcomprise our Eagleville field. The Eagle Ford shale development in South Texas. The Eagle Ford Shale is found between 7,500 feet and 11,500 feet across our acreage position. DuringAt December 201231, 2013 we had 49101 wells (40.5(74.6 net to us) that were producing a total of 4,023 barrels of oil per day and 2.4 MMcf per day of natural gas net to our interest or 4,418 BOE per day.in the Eagleville field. Our proved reserves in this field are estimated to be 20.624.4 MMBOE (123.7(146.6 Bcfe) (89%(87% oil) and represent 17%25% of our total proved reserves. All of our planned South Texas drilling activityWe plan to spend approximately $264.0 million in 2014 to drill 59 horizontal wells (40.2 net to us) and $80.0 million to complete wells that were drilled in 2013 will be in the Eagleville field.

Fandango

Fandango

We own interests in 2019 wells (20.0(19.0 net to us) in the Fandango field located in Zapata County, Texas. We operate all of these wells which produce from the Wilcox formation at depths from approximately 13,000 to 18,000 feet. Our proved reserves of 37.345.4 Bcfe in this field represent approximately 5%8% of our total proved reserves. Production from this field averaged 9 MMcf of natural gas per day during December 2012.

10


Rosita

Rosita

We own interests in 3029 wells (16.2(15.7 net to us) in the Rosita field, located in Duval County, Texas. We operate four28 of these wells which produce from the Wilcox formation at depths from approximately 9,300 to 17,000 feet. Our proved reserves of 16.3 Bcfe in this field represent approximately 2%3% of our total proved reserves. Production from this field averaged 3 MMcf of natural gas per day during December 2012.

Javelina

Javelina

We own interests in and operate 18 wells (18.0 net to us) in the Javelina field in Hidalgo County in South Texas. These wells produce primarily from the Vicksburg formation at a depth of approximately 10,900 to 12,500 feet. Proved reserves attributable to our interests in the Javelina field are 8.07.8 Bcfe, which represents approximately 1% of our total proved reserves. During December 2012, production attributable to our interest from this field averaged 3 MMcf of natural gas per day and 21 barrels of oil per day.

Las Hermanitas

Las Hermanitas

We own interests in and operate 11 natural gas wells (9.0(11.0 net to us) in the Las Hermanitas field, located in Duval County, Texas. These wells produce from the Wilcox formation at depths from approximately 11,400 to 11,800 feet. Our proved reserves of 4.55.7 Bcfe in this field represent approximately 1% of our total proved reserves. During December 2012, net daily production attributable to

Lopeno

The Lopeno Field located in Zapata County, Texas has estimated proved reserves of 2.5 Bcfe which represents less than 1% of our interesttotal company proved reserves.  Production is from this field averaged 2 MMcf of natural gas.

shallow Queen City sands between 2,200 feet and 2,600 feet and deeper Wilcox sands bWest Texas Region

Wolfbone

etween 6,400 feet and 12,500 feet.  We own interests in 68,764 acres (41,07117 wells (2.7 net to us) in Reeves County in the Delaware Basin in West Texas that are prospective for the Bone Spring formation from depthsand operate one of 10,000 to 10,300 feet and the Wolfcamp shale formation from depths of 10,300 to 11,500 feet, most of which was acquired by us in 2011. Our proved reserves of 26.8 MMBOE (161.1 Bcfe) in the Wolfbone field are 76% oil and represent 23% of our total proved reserves. Net daily production rates from this region averaged 1,410 barrels of oil and 2 MMcf of natural gas during 2012 or 1,744 BOE per day. During 2012 we spent $183.9 million to drill 48 (30.5 net to us) oil wells and for other development activity. We also spent $19.2 million in this region in 2012 to acquire acreage. In 2013 we have budgeted to spend $168.9 million to drill 33 wells (27.2 net to us) in this region and to complete three wells (1.0 net to us) drilled in 2012.these wells.  

Other Regions

Other Regions

Approximately 2%2%, or 12.413.1 Bcfe, of our proved reserves are in other regions, primarily in New Mexico and the Mid-Continent region. We own interests in 421339 producing wells (161.0(85.3 net to us) in 2015 fields within these regions. The field with the largest proved reserves is our San Juan Basin properties in New Mexico. Net daily production from our other regions during 20122013 totaled 65 MMcf of natural gas and 8754 barrels of oil or 65 MMcfe per day.

During 2013, we spent $53.3 million to acquire 53,470 acres (51,017 net to us) in Louisiana and Mississippi which are prospective for oil in the Tuscaloosa Marine shale.  We have budgeted $27.0 million in 2014 to drill two wells (1.8 net to us) on this acreage.

San Juan

Our San Juan Basin properties are located in the west-central portion of the basin in San Juan County, New Mexico. These wells produce from multiple sands of the Cretaceous Dakota formation and the Fruitland Coal seams. The Dakota is generally found at about 6,000 feet with the shallower Fruitland seams encountered at 2,500 to 3,000 feet. Our proved reserves of 3.42.8 Bcfe in the San Juan field represent less than 1% of our reserves. We own interests in 9392 wells (14.1(14.0 net to us) in this field. During December 2012, net daily production attributable to our interest from this field averaged 1 MMcf of natural gas and 2 barrels of oil.

Major Property Acquisitions

As a result of our acquisitions of producing oil and gas properties, we have added 1.1 Tcfe of proved oil and natural gas reserves since 1991. Our ten largest acquisitions include the following:

Delaware Basin Acquisition. In December 2011, we acquired certain oil and gas properties from Eagle Oil & Gas Co. and other third parties for $348.7 million. The properties acquired had estimated

11


proved reserves of approximately 151.2 Bcfe and included approximately 65,000 exploratory acres (39,100 net to us). We divested of these properties in May 2013.

Shell Wilcox Acquisition.In December 2007, wewe completed the acquisition of certain oil and natural gas properties and related assets from SWEPI LP, an affiliate of Shell Oil Company for $160.1 million. The properties acquired had estimated proved reserves of approximately 70.1 Bcfe. Major fields acquired in the acquisition include the Fandango and Rosita fields.

Javelina Acquisition.In June 2007, we acquired additional working interests in oil and gas properties in the Javelina field in South Texas from Abaco Operating LLC for $31.2 million. The properties acquired had estimated proved reserves of approximately 9.1 Bcfe.

Denali Acquisition.In September 2006, we acquired proved and unproved oil and gas properties in the Las Hermanitas field in South Texas from Denali Oil & Gas Partners LP and other working interest owners for $67.2 million. The properties acquired had estimated proved reserves of approximately 16.5 Bcfe.

Ensight Acquisition.In May 2005, we completed the acquisition of certain oil and natural gas properties and related assets from Ensight Energy Partners, L.P., Laurel Production, LLC, Fairfield Midstream Services, LLC and Ensight Energy Management, LLC (collectively, “Ensight”“Ensight”) for $190.9 million. We also purchased additional interests in those properties from other owners for $10.9 million in July 2005. The properties acquired had estimated proved reserves of approximately 121.5 billion cubic feet of natural gas equivalent and included 312 active wells, of which 119 are operated by us. Major fields acquired include the Darco, Douglass, Cadeville, and Laurel fields. We divested of the Laurel field in 2010.

Ovation Energy Acquisition.In October 2004, we acquired producing oil and gas properties in the East Texas, Arkoma, Anadarko and San Juan basins from Ovation Energy, L.P. for $62.0 million. The properties acquired had estimated proved reserves of approximately 41.0 billion cubic feet of gas equivalent and included 165 active wells, of which 69 were operated by us.

DevX Energy Acquisition.   In December 2001, we completed the acquisition of DevX Energy, Inc. by acquiring 100% of the common stock of DevX for $92.6 million. The total purchase price including debt and other liabilities assumed in the acquisition was $160.8 million. The acquisition included 600 producing wells located onshore primarily in East and South Texas, Kentucky, Oklahoma and Kansas with 1.2 MMBbls of oil reserves and 156.5 Bcf of natural gas reserves at the time of the acquisition.

Bois d’Arc Acquisition.In December 1997, Comstock acquired working interests in certain producing offshore Louisiana oil and gas properties as well as interests in undeveloped offshore oil and natural gas leases for approximatelyapproximately $200.9 million from Bois d’Arc Resources and certain of its affiliates and working interest partners. We acquired interests in 43 wells (29.6 net to us) and eight separate production complexes located in the Gulf of Mexico offshore of Plaquemines and Terrebonne Parishes, Louisiana. The acquisition included interests in the Louisiana state and federal offshore areas of Main Pass Block 21, Ship Shoal Blocks 66, 67, 68 and 69 and South Pelto Block 1. The net proved reserves acquired in this acquisition were estimated at 14.3 MMBbls of oil and 29.4 Bcf of natural gas. We divested of these offshore properties in 2008.

Black Stone Acquisition.In May 1996, we acquired 100% of the capital stock of Black Stone Oil Company and interests in producing and undevelopedundeveloped oil and gas properties located in South Texas for $100.4 million. We acquired interests in 19 wells (7.7 net to us) that were located in the Double A Wells field in Polk County, Texas and we became the operator of most of the wells in the field. The net proved

12


reserves acquired in this acquisition were estimated at 5.9 MMBbls of oil and 100.4 Bcf of natural gas. We divested of these properties in 2012.

Sonat Acquisition.In July 1995, we purchased interests in certain producing oil and gas propertiesproperties located in East Texas and North Louisiana from Sonat Inc. for $48.1 million. We acquired interests in 319 producing wells (188.0 net to us). The acquisition included interests in the Logansport, Beckville, Waskom, Hico-Knowles, and Blocker fields. The net proved reserves acquired in this acquisition were estimated at 0.8 MMBbls of oil and 104.7 Bcf of natural gas. We divested of the Hico-Knowles field in 2012.

Oil and Natural Gas Reserves

The following table sets forth our estimated proved oil and natural gas reserves and the PV 10 Value as of December 31, 2012:2013:

 

  Oil
(MBbls)
   Natural
Gas

(MMcf)
   Total
(MMcfe)
   PV 10 Value
(000’s)
 

 

Oil
  (MBbls)

 

Natural  
Gas
(MMcf)

 

Total
  (MMcfe)

 

PV 10 Value
(000’s)

 

Proved Developed:

        

 

 

 

 

 

 

 

 

 

 

Producing

   11,503     367,140     436,157    $759,743  

 

10,526

 

290,260

 

353,418

 

$

787,095

 

Non-producing

   805     1,635     6,466     37,877  

 

3,388

 

54,018

 

74,346

 

 

188,596

 

  

 

   

 

   

 

   

 

 

Total Proved Developed

   12,308     368,775     442,623     797,620  

 

13,914

 

344,278

 

427,764

 

 

975,691

 

Proved Undeveloped

   26,911     107,825     269,294     228,910  

 

8,062

 

108,375

 

156,747

 

 

78,304

 

  

 

   

 

   

 

   

 

 

Total Proved

   39,219     476,600     711,917     1,026,530  

 

21,976

 

452,653

 

584,511

 

 

1,053,995

 

  

 

   

 

   

 

   

Discounted Future Income Taxes

         (242,313

Discounted Future Income Taxes

 

 

(246,778

)

        

 

 

Standardized Measure of Discounted Future Net Cash Flows(1)

        $784,217  

Standardized Measure of Discounted Future Net Cash Flows(1)

 

$

807,217

 

        

 

 

 

____________

(1)

The PV 10 Value represents the discounted future net cash flows attributable to our proved oil and natural gas reserves before income tax, discounted at 10%. Although it is a non-GAAP measure, we believe that the presentation of the PV 10 Value is relevant and useful to our investors because it presents the discounted future net cash flows attributable to our proved reserves prior to taking into account corporate future income taxes and our current tax structure. We use this measure when assessing the potential return on investment related to our oil and gas properties. The standardized measure of discounted future net cash flows represents the present value of future cash flows attributable to our proved oil and natural gas reserves after income tax, discounted at 10%.

The following table sets forth our year end reserves as of December 31 for each of the last three fiscal years:

 

  2010   2011   2012 

 

2011

 

2012

 

2013

 

  Oil
(MBbls)
   Natural Gas
(MMcf)
   Oil
(MBbls)
   Natural Gas
(MMcf)
   Oil
(MBbls)
   Natural Gas
(MMcf)
 

 

Oil
(MBbls)

 

Natural Gas
(MMcf)

 

Oil
(MBbls)

 

Natural Gas
(MMcf)

 

Oil
(MBbls)

 

 

Natural Gas
(MMcf)

 

Proved Developed

   2,961     506,809     8,405     550,474     12,308     368,775  

 

6,499

 

 

546,627

 

 

 

8,389

 

 

 

362,426

 

 

 

13,914

 

 

 

344,278

 

Proved Undeveloped

   1,258     518,824     23,694     568,158     26,911     107,825  

 

 

6,735

 

 

 

534,017

 

 

 

10,510

 

 

 

75,019

 

 

 

8,062

 

 

 

108,375

 

  

 

   

 

   

 

   

 

   

 

   

 

 

Total Proved Reserves

     4,219     1,025,633     32,099     1,118,632     39,219     476,600  

 

 

13,234

 

 

 

1,080,644

 

 

 

18,899

 

 

 

437,445

 

 

 

21,976

 

 

 

452,653

 

  

 

   

 

   

 

   

 

   

 

   

 

 

Proved reserves that are attributable to existing producing wells are primarily determined using decline curve analysis and rate transient analysis, which incorporates the principles of hydrocarbon flow. Proved reserves attributable to producing wells with limited production history and for undeveloped locations are estimated using performance from analogous wells in the surrounding area and geologic data to assess the reservoir continuity. Technologies relied on to establish reasonable certainty of economiceconomic producibility include, but are not limited to, electrical logs, radioactivity logs, core analyses, geologic maps and available production data, seismic data and well test data.

There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves. Oil and natural gas reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be precisely measured. The accuracy of any reserve estimate is a function of the qualityquality of available data and of engineering and geological interpretation and judgment. Results of drilling, testing and production subsequent to the date of the estimate may justify

13


revision of such estimate. Accordingly, reserves estimates are often different from the quantities of oil and natural gas that are ultimately recovered.

The average prices that we realized from sales of oil and natural gas excluding the effect of hedging, and lifting costs including severance and ad valorem taxes and transportation costs, for each of the last three fiscal years were as follows:

 

   Year Ended December 31, 
   2010   2011   2012 

Oil Price — $/Bbl

  $68.35    $95.73    $96.95  

Natural Gas Price — $/Mcf

  $4.35    $3.91    $2.52  

Lifting costs — $/Mcfe

  $1.10    $0.82    $1.06  

 

Year Ended December 31,

 

 

2011

 

 

2012

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil Price - $/Bbl

 

$95.73

 

 

 

$101.09

 

 

 

$100.20

 

Natural Gas Price - $/Mcf

 

$3.91

 

 

 

$2.49

 

 

 

$3.38

 

Lifting costs - $/Mcfe

 

$0.82

 

 

 

$0.96

 

 

 

$1.22

 

Prices used in determining quantities of oil and natural gas reserves and future cash inflows from oil and natural gas reserves represent the average first of the month prices received at the point of sale.sale for the last twelve months. These prices have been adjusted from posted prices for both location and quality differences. The oil and natural gas prices used for reserves estimation were as follows:

 

Year

 

Oil Price
(per Bbl)

 

Natural
Gas Price
(per Mcf)

 

 

 

 

 

 

 

 

Year

  Oil Price
(per  Bbl)
   Natural
Gas Price

(per Mcf)
 

2010

  $76.31    $4.16  

2011

  $92.93    $4.18  

 

 

$94.73

 

 

$4.01

 

2012

  $94.61    $2.84  

 

 

$101.75

 

 

$2.58

 

2013

 

 

$104.38

 

 

$3.37

 

Reserves may be classified as proved undeveloped if there is a high degree of confidence that the quantities will be recovered, and they are scheduled to be drilled within five years of their initial inclusion as proved reserves, unless specific circumstances justify a longer time. In connection with estimating proved undeveloped reserves for our December 31, 20122013 reserve report, reserves on undrilled acreage were limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled.drilled where we can verify the continuity of the reservoir. Using empirical evidence, we utilize control points and sample sizes to show continuity in the reservoir.

The following table presents We reflect changes to undeveloped reserves that occur in the same field as revisions to the extent that proved undeveloped locations are revised due to changes in our estimated proved undeveloped oilfuture development plans, including changes to proposed lateral lengths, development spacing and natural gas reserves for the years ended December 31, 2010, 2011 and 2012:timing of development.

   Proved Undeveloped Reserves 
   2010  2011  2012 
   Oil
(MBbls)
  Natural Gas
(MMcf)
  Oil
(MBbls)
   Natural Gas
(MMcf)
  Oil
(MBbls)
  Natural Gas
(MMcf)
 

Beginning Balance

   2,320    315,287    1,258     518,824    23,694    568,158  

Sales and Disposals

   (1,996  (2,378           (5,698  (21,459

Acquisitions

           16,959     45,792          

Extension & Discoveries

   1,012    241,160    5,151     66,978    10,526    11,778  

Conversions from undeveloped to developed

       (8,825       (39,761  (1,597  (1,466

Price, Performance and Other Revisions

   (78  (26,420  326     (23,675  (14  (449,186
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Total Change

   (1,062  203,537    22,436     49,334    3,217    (460,333
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Ending Balance

   1,258    518,824    23,694     568,158    26,911    107,825  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

The timing, by year, when our proved undeveloped reserve quantities were estimated to be converted to proved developed reserves is as follows:

   Proved Undeveloped Reserves 
   2010   2011   2012 

Year ended December 31,

  Oil
(MBbls)
   Natural Gas
(MMcf)
   Oil
(MBbls)
   Natural Gas
(MMcf)
   Oil
(MBbls)
   Natural Gas
(MMcf)
 

2011

   527     107,729                      

2012

   426     163,984     8,250     51,034            

2013

   305     138,831     4,909     264,497     4,402     16,220  

2014

        93,547     9,329     215,756     4,545     34,695  

2015

        14,733     925     36,311     4,769     25,472  

2016

             201     402     7,708     22,411  

2017

             80     158     5,487     9,027  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   1,258     518,824     23,694     568,158     26,911     107,825  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Our oil proved undeveloped reserves increased by 3.2 MMBbls during 2012. This increase was primarily due to our drilling program which added 8.1 MMBbls in the Eagle Ford shale and 2.4 MMBbls in West Texas. We also sold 5.7 million barrels of proved undeveloped oil reserves, and converted 1.6 million barrels to developed in 2012.

Our natural gas proved undeveloped reserves decreased by 460 Bcf at December 31, 2012 as compared with December 31, 2011. This decrease was primarily related to the decline in natural gas prices, which caused approximately 465 Bcf of our natural gas proved undeveloped reserves to become uneconomic under the natural gas price used to determine proved reserves in 2012. We also sold 22 Bcf of natural gas proved undeveloped reserves, added 11 Bcf of natural gas proved undeveloped reserves from our drilling program, and had other revisions of 16 Bcf. Included in the 465 Bcf of reserves reductions associated with downward price revisions were 330 Bcf of proved undeveloped natural gas reserves that, as of December 31, 2011 had positive undiscounted future cash flows but had a rate of return that was less than 10%. These reserves became uneconomic due to the lower natural gas prices used to determine our 2012 year end reserve estimates.

As of December 31, 2012,2013, our proved undeveloped reserves included 26.98.1 MMBbls of oil and 107.8108.4 Bcf of natural gas, for a total of 269.3157 Bcfe of undeveloped reserves. Approximately 16.4 MMBblsAll of our undeveloped oil reserves   and 335 Bcf of natural gas of our proved undeveloped reserves at December 31, 2012 were associated with the future development of our West Texas properties that we acquired in December 2011 and an additional 10.5 MMBbls of oil and 7 Bcf of natural gas were associated with our Eagle Ford shaleEagleville properties in South Texas. The proved undeveloped reserves associated with our Haynesville orand Bossier shale properties represented approximately 87 Bcf of our proved undeveloped natural gas reserves at December 31, 2013. The remaining proved undeveloped natural gas reserves are primarily associated with developing reserves in our Wilcox and Vicksburg reservoirs in South Texas. In 2013, we focused on drilling oil properties due to the weak natural gas prices. 28 of the Eagle Ford shale wells we drilled in 2013 resulted in conversions of proved undeveloped reserves to proved developed producing reserves at December 31, 2013. Our proved undeveloped oil reserves decreased by 2.4 MMBbls during 2013. This decrease was primarily due to converting 3.0 MMBbls of our proved undeveloped oil reserves to developed in 2013 and new reserves additions of 0.6 MMBbls. Our proved undeveloped natural gas reserves increased by 33 Bcf at December 31, 2013 as compared with December 31, 2012. This increase was primarily related to reserve additions of 36 Bcf of natural gas which were partially offset by undeveloped reserves converted to developed reserves of 3 Bcf.

14


As of December 31, 2012, our proved undeveloped reserves included 10.5 MMBbls of oil and 75 Bcf of natural gas, for a total of 138 Bcfe of undeveloped reserves. All of our undeveloped oil reserves and 7 Bcf of natural gas were associated with our Eagleville shale properties in South Texas. The proved undeveloped natural gas reserves associated with our Haynesville and Bossier shale properties represented approximately 55 Bcf of our total natural gas proved undeveloped reserves at December 31, 2012. The remaining proved undeveloped reserves are primarily associated with developing reserves in our Cotton Valley and Hosston sand reservoirs in East Texas/North Louisiana and theour Wilcox and Vicksburg reservoirs in South Texas. In 2012, we focused on drilling oil propertieswells due to the weak natural gas prices. Seven of the Eagle Ford shale wells and four of the Wolfbone shale oilEagleville  wells we drilled in 2012 resulted in conversions of proved undeveloped reserves to proved developed producing reserves at December 31, 2012. Undeveloped natural gas reserves originally expected to be converted to developed reserves in 2012 were removed from our proved reserves due to the low natural gas prices during 2012.

Our oil proved undeveloped reserves increased by 22.43.8 MMBbls during 2011.2012. This increase was primarily due to our acquisitiondrilling program which added 8.1 MMBbls in the Eagle Ford shale.  Sales of oil reserves in 2012 of 3.1 MMbls and conversions of proved undevelopeddeveloped oil reserves in West Texas of 17.01.3 MMBbls proved undeveloped reserves additions of 4.7 MMBblspartially offset the increase from our Eagle Ford shale properties and 0.7 MMBbls of oil additions and revisions on our other properties.reserve adds.  Our natural gas proved undeveloped reserves increaseddecreased by 49459 Bcf during 2011.2012. This increasedecrease was primarily related to our successful Haynesville and Bossier shale drilling program which added 44 Bcfthe decline of natural gas reserves, our acquisition in West Texasprices which added 34 Bcf and we had other additions of approximately 36 Bcf. Our proved undeveloped natural gas reserves additions were partially offset by conversions to proved developed reserves of approximately 40 Bcf during 2011 and other downward revisions to previous estimates of approximately 23 Bcf.

As of December 31, 2011, our proved undeveloped reserves included 23.7 MMBbls of oil and 568caused 465 Bcf of natural gas, for a total of 710 Bcfe of undeveloped reserves. Approximately 17.0 MMBbls of oil and 34 Bcf of natural gas of our proved undeveloped reserves at December 31, 2011 were associated with the future development of our West Texas properties that we acquired in December 2011 and an additional 6.0 MMBbls of oil and 5 Bcf of natural gas were associated with our Eagle Ford shale properties in South Texas. The proved undeveloped natural gas reserves associated with our Haynesville or Bossier shale properties represented approximately 425 Bcf of our total natural gas proved undeveloped reserves at December 31, 2011. to become uneconomical under the natural gas prices used to determine proved reserves in 2012.

The remainingfollowing table presents the changes in our estimated proved undeveloped oil and natural gas reserves are primarily associated with developing reserves in our Cotton Valley and Hosston sand reservoirs in East Texas/North Louisiana and our Wilcox and Vicksburg reservoirs in South Texas. Duringfor the yearyears ended December 31, 2011, the price of oil increased significantly,2012 and the value of oil relative to natural gas on a heating equivalent basis widened to historic levels. This, coupled with a growing over-supply of natural gas in the United States, caused us to change2013:

 

 

Proved Undeveloped Reserves

 

 

 

2011

 

 

2012

 

 

2013

 

 

  

Oil
(MBbls)

 

  

Natural Gas
(MMcf)

 

 

Oil
(MBbls)

 

 

Natural Gas
(MMcf)

 

 

Oil
(MBbls)

  

 

Natural Gas
(MMcf)

 

Beginning Balance

 

 

1,258

 

 

 

518,824

 

 

 

6,735

 

 

 

534,017

 

 

 

10,510

 

 

 

75,019

 

Sales and Disposals

 

 

 

 

 

 

 

 

(3,143

)

 

 

(16,125

)

 

 

 

 

 

 

Acquisitions

 

 

 

 

 

11,651

 

 

 

 

 

 

 

 

 

 

 

 

 

Extension & Discoveries

 

 

5,151

 

 

 

66,978

 

 

 

8,142

 

 

 

7,007

 

 

 

583

 

 

 

36,578

 

Conversions from undeveloped to developed

 

 

 

 

 

(39,761

)

 

 

(1,341

)

 

 

(1,095

)

 

 

(3,060

)

 

 

(2,930

)

Price, Performance and Other Revisions

 

 

326

 

 

 

(23,675

)

 

 

117

 

 

 

(448,785

)

 

 

29

 

 

 

(292

)

Total Change

 

 

5,477

 

 

 

15,193

 

 

 

3,775

 

 

 

(458,998

)

 

 

(2,448

)

 

 

33,356

 

Ending Balance

 

 

6,735

 

 

 

534,017

 

 

 

10,510

 

 

 

75,019

 

 

 

8,062

 

 

 

108,375

 

The timing, by year, when our strategic focus towards oil and away from natural gas. As a result, our drilling program during 2011, which was initially focused on our Haynesville and Bossier shale reserves, was refocused during the year towards our oil prone properties in the Eagle Ford shale in South Texas. Eleven of the Haynesville shale wells we drilled in 2011 resulted in conversions of proved undeveloped reservesreserve quantities were estimated to be converted to proved developed producing reserves at the end of 2011. To better position the company for future growth of oil production, in late 2011 we acquired a substantial acreage position in West Texas which is prospective for oil. A portion of this acquisition was determined to contain proved undeveloped reserves.as follows:

 

 

Proved Undeveloped Reserves

 

 

 

2011

 

 

2012

 

 

2013

 

Year ended December 31,

  

Oil
(MBbls)

 

 

Natural Gas
(MMcf)

 

  

Oil
(MBbls)

 

  

Natural Gas
(MMcf)

 

  

Oil
(MBbls)

  

 

Natural Gas
(MMcf)

 

2012

 

 

4,275

 

 

 

43,084

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

1,169

 

 

 

256,989

 

 

 

2,205

 

 

 

11,832

 

 

 

 

 

 

 

2014

 

 

1,000

 

 

 

198,903

 

 

 

988

 

 

 

27,581

 

 

 

6,392

 

 

 

4,617

 

2015

 

 

291

 

 

 

35,041

 

 

 

845

 

 

 

17,624

 

 

 

1,328

 

 

 

369

 

2016

 

 

 

 

 

 

 

 

3,933

 

 

 

14,896

 

 

 

342

 

 

 

1,242

 

2017

 

 

 

 

 

 

 

 

2,539

 

 

 

3,086

 

 

 

 

 

 

56,129

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46,018

 

Total

 

 

6,735

 

 

 

534,017

 

 

 

10,510

 

 

 

75,019

 

 

 

8,062

 

 

 

108,375

 

Our estimates of oil and natural gas reserves at December 31, 20122013 include 80.647 Bcfe related to undrilled wells that have positive undiscounted future cash flows but which, based upon oil and natural

15


gas prices that we use to prepare the proved reserve estimates, have a rate of return that is less than the 10% discount rate used in the Standardized Measure of Discounted Future Cash Flows attributable to the proved reserve estimates. We intend to drill the proved undeveloped wells in the time frame reflected in the estimates of proved oil and natural gas reserves as of December 31, 20122013 based upon the oil and natural gas prices that we used to prepare the reserve estimates. We anticipate drilling such proved undeveloped locations based on our current development plans for our properties. Certain of these wells may be drilled to retain leasehold interests or to properly manage reservoir performance. To the extent that actual oil or natural gas prices are substantially weaker, we may have to modify our development plans or we may not fully recover our investment in drilling these wells from future cash flows.

The following table presents the estimated timing of our estimated future development capital costs to be incurred for the years ended December 31, 2010, 2011, 2012 and 2012:2013:

 

  Future Development Costs
Total Proved Undeveloped Reserves
 

  

Future Development Costs
Total Proved Undeveloped Reserves

 

Year ended December 31,  2010   2011   2012 

  

2011

 

  

2012

 

  

2013

 

  (in millions) 

  

(in millions)

 

 

2011

  $237.3    $    $  

2012

   381.0     395.4       

 

$

240.2

 

 

$

 

 

$

 

2013

   299.6     734.4     122.5  

 

572.3

 

 

73.6

 

 

 

2014

   199.0     742.4     111.5  

 

452.5

 

 

53.3

 

 

265.2

 

2015

   28.4     117.9     325.8  

 

85.2

 

 

91.8

 

 

70.6

 

2016

        9.4     275.3  

 

 

 

130.0

 

 

24.1

 

2017

        4.2     233.1  

 

 

 

104.7

 

 

98.1

 

  

 

   

 

   

 

 

2018

 

 

 

 

 

 

 

 

85.2

 

Total

  $1,145.3    $2,003.7    $1,068.2  

 

$

1,350.2

 

 

$

453.4

 

 

$

543.2

 

  

 

   

 

   

 

 

The following table presents the changes in our estimated future development costs for the years ended December 31, 20112012 and 2012:2013:

 

 

Haynesville

/Bossier

Shale

 

 

Eagle Ford

Shale

 

 

All Other

Properties

 

 

Total

 

  Future Development Costs — Proved Undeveloped Reserves 
  Haynesville
Shale
 Eagle Ford
Shale
 West Texas
Properties
 All Other
Properties
 Total 
  (in millions) 

Total as of December 31, 2010

  $698.9   $49.0   $   $397.4   $1,145.3  

Development Costs Incurred

   (56.3              (56.3

Additions and Revisions

   243.5    169.0    653.5    (151.3  914.7  
  

 

  

 

  

 

  

 

  

 

 

Total Changes

   187.2    169.0    653.5    (151.3  858.4  
  

 

  

 

  

 

  

 

  

 

 

 

(in millions)

 

 

Total as of December 31, 2011

   886.1    218.0    653.5    246.1    2,003.7  

 

$

886.1

 

 

$

218.0

 

 

$

246.1

 

 

$

1,350.2

 

Development Costs Incurred

   (24.7  (43.4  (19.2      (87.3

 

(24.7

)

 

(43.4

)

 

 

 

 

(68.1

)

Sales and Disposals

               (48.1  (48.1

 

 

 

 

 

(48.1

)

 

 

(48.1

)

Additions and Revisions

   (777.5  174.2    (19.5  (177.3  (800.1

 

 

(777.5

)

 

 

174.2

 

 

 

(177.3

)

 

 

(780.6

)

  

 

  

 

  

 

  

 

  

 

 

Total Changes

   (802.2  130.8    (38.7  (225.4  (935.5

 

 

(802.2

)

 

 

130.8

 

 

 

(225.4

)

 

 

(896.8

)

  

 

  

 

  

 

  

 

  

 

 

Total as of December 31, 2012

  $83.9   $348.8   $614.8   $20.7   $1,068.2  

 

83.9

 

 

348.8

 

 

20.7

 

 

 

453.4

 

  

 

  

 

  

 

  

 

  

 

 

Development Costs Incurred

 

 

(105.7

)

 

 

 

(105.7

)

Additions and Revisions

 

 

68.2

 

 

 

114.5

 

 

 

12.8

 

 

 

195.5

 

Total Changes

 

 

68.2

 

 

 

8.8

 

 

 

12.8

 

 

 

89.8

 

Total as of December 31, 2013

 

$

152.1

 

 

$

357.6

 

 

$

33.5

 

 

$

543.2

 

Our estimated future capital costs to develop proved undeveloped reserves as of December 31, 2013 of $543.2 million increased by $89.8 million from our estimated future capital costs of $453.4 million as of December 31, 2012. We incurred approximately $105.7 million during 2013 to develop proved undeveloped reserves, primarily in our Eagle Ford shale properties. Our oil focused future capital expenditures increased by $114.5 million and our natural gas focused capital expenditures increased by $68.2 million.

16


Our estimated future capital costs to develop proved undeveloped reserves as of December 31, 2012 of $1.1 billion$453.4 million decreased by $0.9 billion$896.8 million from our estimated future capital costs of $2.0$1.4 billion as of December 31, 2011. During 2012, we incurred approximately $87.3$43.4 million to develop proved undeveloped reserves primarily in our Eagle Ford shale and West Texas properties. Our oil focused future capital expenditures increased by $155.0$174.2 million and our natural gas focused capital expenditures decreased by $955.0$954.8 million. Approximately $749.0 million of the reduction in our estimated future development costs in 2012 was associated with wells that, as of December 31, 2011, had positive undiscounted cash flows but had a rate of return of less than 10%.

Our estimated future capital costs to develop proved undeveloped reserves as of December 31, 2011 of $2.0 billion increased by $858.0 million from our estimated future capital costs of $1.1 billion as of December 31, 2010. During 2011, we incurred approximately $56.3 million to develop proved undeveloped reserves in our Haynesville shale properties. Due to the success of our oil focused drilling

programs, we increased our proved undeveloped reserve estimates in the Eagle Ford shale and we acquired properties in West Texas with significant potential for oil during 2011. During 2011 our oil focused future capital expenditures increased by $169.0 million in the Eagle Ford shale and $654.0 million in West Texas. Our future capital expenditures in the Haynesville and Bossier shales increased by $244.0 million during 2011 reflecting our 2011 drilling success on these properties, while we further reduced our forecast of capital expenditures on our remaining conventional natural gas undeveloped reserves by $151.0 million during 2011.

The estimates of our oil and natural gas reserves were determined by Lee Keeling and Associates, Inc. (“Lee Keeling”), an independent petroleum engineering firm. Lee Keeling has been providing consulting engineering and geological services for over fifty years. Lee Keeling’s professional staff is comprised of qualified petroleum engineers who are experienced in all productiveproductive areas of the United States. The technical person responsible for review of our reserve estimates at Lee Keeling meets the requirements regarding qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. Lee Keeling does not own any interests in our properties and is not employed on a contingent fee basis.

We have established, and maintain, internal controls designed to provide reasonable assurance that the estimates of proved reserves are computed and reported in accordance with rules and regulations promulgated by the SEC. These internal controls include documented process workflows, employing qualifiedqualified professional engineering and geological personnel, and on-going education for personnel involved in our reserves estimation process. Our internal audit function routinely tests our processes and controls. Inputs to our reserves estimation process, which we provide to Lee Keeling for use in their reserves evaluation, are based upon our historical results for production history, oil and natural gas prices, lifting and development costs, ownership interests and other required data. Our Reservoir Engineering Department, comprised of qualified petroleum engineers and technical support staff, works with our operating, accounting, land and marketing departments in order to accumulate the information required for the reserves estimation process. Our Vice President of Reservoir Engineering is the primary person in charge of overseeing our reserve estimates and our Reservoir Engineering Department. He has a BS Degree and a Masters Degree in Petroleum Engineering, is a Registered Professional Engineer and has over thirty-five years of experience in various technical roles within the oil and gas industry. During the reserves estimation process our petroleum engineers work with Lee Keeling to ensure that all data we provide is properly reflected in the final reserves estimates and they consult with Lee Keeling throughout the reserves estimation process on technical questions regarding the reserve estimates. We also regularly communicate with Lee Keeling throughout the year about our operations and the potential impact of operational changes and events on our reserve estimates.

We did not provide estimates of total proved oil and natural gas reserves during the years ended December 31, 2010, 2011, 2012 or 20122013 to any federal authority or agency, other than the SEC.

17


Drilling Activity Summary

During the three-year period ended December 31, 2012,2013, we drilled development and exploratory wells as set forth in the table below:

 

  2010   2011   2012 

  

2011

 

2012

 

2013

 

  Gross     Net     Gross     Net     Gross     Net   

  

Gross

 

 

Net

 

Gross

 

Net

 

Gross

 

 

Net

 

Development:

            

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil

             17     16.2     78     51.0  

 

17

 

 

16.2

 

 

78

 

 

51.0

 

 

 

75

 

 

51.6

 

Gas

   65     41.1     61     26.6     7     3.2  

 

61

 

 

26.6

 

 

7

 

 

3.2

 

 

 

2

 

 

2.0

 

Dry

                              

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

   

 

   

 

 

 

 

78

 

 

 

42.8

 

 

 

85

 

 

 

54.2

 

 

 

77

 

 

 

53.6

 

   65     41.1     78     42.8     85     54.2  
  

 

   

 

   

 

   

 

   

 

   

 

 

Exploratory:

            

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil

   3     3.0     3     3.0            

 

3

 

 

3.0

 

 

 

 

 

 

 

 

 

 

Gas

   10     5.2     6     1.9            

 

6

 

 

1.9

 

 

 

 

 

 

 

 

 

 

Dry

                              

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

   

 

   

 

 

 

 

9

 

 

 

4.9

 

 

 

 

 

 

 

 

 

 

 

 

 

   13     8.2     9     4.9            
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

       78     49.3         87     47.7     85     54.2  

 

 

87

 

 

 

47.7

 

 

 

85

 

 

 

54.2

 

 

 

77

 

 

 

53.6

 

  

 

   

 

   

 

   

 

   

 

   

 

 

In 20132014 to the date of this report, we have drilled teneleven wells (7.2(8.6 net to us) and we have eightnine wells (5.0(6.0 net to us) that are in the process of being drilled.

Producing Well Summary

The following table sets forth the gross and net producing oil and natural gas wells in which we owned an interest at December 31, 2012:2013:

 

  Oil   Natural Gas 

 

Oil

 

 

Natural Gas

 

  Gross   Net   Gross   Net 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

Arkansas

             15     8.0  

 

 

 

 

 

 

 

 

15

 

 

 

8.0

 

Kansas

             9     5.0  

 

 

 

 

 

 

 

9

 

 

 

5.0

 

Kentucky

             86     76.1  

Louisiana

   17     5.4     450     251.6  

 

 

17

 

 

 

5.4

 

 

452

 

 

 

252.4

 

New Mexico

   1          92     14.1  

 

 

1

 

 

 

 

 

91

 

 

 

14.0

 

Oklahoma

   10     1.2     127     17.9  

 

 

10

 

 

 

1.2

 

 

132

 

 

 

18.5

 

Texas

   141     96.1     669     437.2  

 

 

121

 

 

 

79.1

 

 

661

 

 

 

436.3

 

Wyoming

             26     1.9  

 

 

 

 

 

 

 

26

 

 

 

1.9

 

  

 

   

 

   

 

   

 

 

Total

       169     102.7     1,474     811.8  

 

 

149

 

 

 

85.7

 

 

 

1,386

 

 

 

736.1

 

  

 

   

 

   

 

   

 

 

We operate 962895 of the 1,6431,535 producing wells presented in the above table. As of December 31, 2012,2013, we owned interests in 14 wells containing multiple completions, which means that a well is producing from more than one completed zone. Wells with more than one completion are reflected as one well in the table above.

Acreage

18


Acreage

The following table summarizes our developed and undeveloped leasehold acreage at December 31, 2012,2013, all of which is onshore in the continental United States. We have excluded acreage in which our interest is limited to a royalty or overriding royalty interest.

 

  Developed   Undeveloped 

 

Developed

 

 

Undeveloped

 

  Gross   Net   Gross   Net 

 

Gross

 

 

Net

 

 

Gross

 

 

Net

 

Arkansas

   1,280     684            

 

 

1,280

 

 

 

684

 

 

 

 

 

 

 

Kansas

   6,400     4,064            

 

 

6,400

 

 

 

4,064

 

 

 

 

 

 

Kentucky

   7,206     5,773            

Louisiana

   95,516     60,597     24,576     18,910  

 

 

95,138

 

 

 

60,726

 

 

34,699

 

 

 

30,298

 

Mississippi

 

 

 

 

 

 

 

34,616

 

 

 

32,455

 

New Mexico

   10,240     1,896            

 

 

10,240

 

 

 

1,896

 

 

 

 

 

 

Oklahoma

   38,080     5,707            

 

 

38,080

 

 

 

5,707

 

 

 

 

 

 

Texas

   123,553     74,361     96,090     60,968  

 

 

110,761

 

 

 

68,454

 

 

43,044

 

 

 

27,816

 

Wyoming

   13,440     927            

 

 

13,440

 

 

 

927

 

 

 

 

 

 

 

  

 

   

 

   

 

   

 

 

Total

   295,715     154,009     120,666       79,878  

 

 

275,339

 

 

 

142,458

 

 

 

112,359

 

 

 

90,569

 

  

 

   

 

   

 

   

 

 

Our undeveloped acreage expires as follows:

 

Expires in 2013

29

Expires in 2014

13

38

%

Expires in 2015

11

10

%

Expires in 2016

15

%

Thereafter

61

23

%

 

 

100

%

Title to our oil and natural gas properties is subject to royalty, overriding royalty, carried and other similar interests and contractual arrangements customary in the oil and gas industry, liens incident to operating agreements and for current taxes not yet due and other minor encumbrances. All of our oil and natural gas properties are pledged as collateral under our bank credit facility. As is customary in the oil and gas industry, we are generally able to retain our ownership interest in undeveloped acreageacreage by production of existing wells, by drilling activity which establishes commercial reserves sufficient to maintain the lease, by payment of delay rentals or by the exercise of contractual extension rights. The Company anticipatesWe anticipate retaining ownership of a substantial amount of the acreage with primary terms expiring in 20132014 through drilling activity or by extending the leases.

Markets and Customers

The market for our production of oil and natural gas produced by us depends on factors beyond our control, including the extent of domestic production and imports of oil and natural gas, the proximity and capacity of natural gas pipelines and other transportation facilities, demand for oil and natural gas, the marketing of competitive fuels and the effects of state and federal regulation. The oil and gas industry also competes with other industries in supplying the energy and fuel requirements of industrial, commercial and individual consumers.

Our oil production is currently sold under short-term contracts with a duration of six months or less. The contracts require the purchasers to purchase the amount of oil production that is available at prices

tied to the spot oil markets. Our natural gas production is primarily sold under contracts with various terms and priced on first of the month index prices or on daily spot market prices. Approximately 89%87% of our 20122013 natural gas sales were priced utilizing first of the month index prices and approximately 11%13% were priced utilizing daily spot prices. BP Energy Company and its subsidiaries and Shell Oil Company and its subsidiaries accounted for 42%51% and 27%36%, respectively, of our total 20122013 sales. The loss of either of these customers would not have a material adverse effect on us as there is an available market for our crude oil and natural gas production from other purchasers.

19


We have entered into longer term marketing arrangements to ensure that we have adequate transportation to get our natural gas production in North Louisiana to the markets. As an alternative to constructing our own gathering and treating facilities, we have entered into a variety of gathering and treating agreements with midstream companies to transport our natural gas to the long-haul natural gas pipelines. We have entered into certain agreements with a major natural gas marketing company to provide us with firm transportation for 80,00055,000 MMBtus per day for our North Louisiana natural gas production on the long-haul pipelines. These agreements expire from 20132015 to 2019. To the extent we are not able to deliver the contracted natural gas volumes, we may be responsible for the transportation costs. Our production available to deliver under these agreements in North Louisiana is expected to exceed the firm transportation arrangements we have in place. In addition, the marketing company managing the firm transportation is required to use reasonable efforts to supplement our deliveries should we have a shortfall during the term of the agreements.

Competition

Competition

The oil and gas industry is highly competitive. Competitors include major oil companies, other independent energy companies and individual producers and operators, many of which have financial resources, personnel and facilities substantially greater than we do. We face intense competition for the acquisition of oil and natural gas properties and leases for oil and gas exploration.

Regulation

RegulationGeneral.

General.Various aspects of our oil and natural gas operations are subject to extensive and continually changing regulation, as legislation affecting the oil and natural gas industry is under constant review for amendment or expansion. Numerous departments and agencies, both federal and state, are authorized by statute to issue, and have issued, rules and regulations binding upon the oil and natural gas industry and its individual members. The Federal Energy Regulatory Commission, or “FERC,” regulates the transportation and sale for resale of natural gas in interstate commerce pursuant to the Natural Gas Act of 1938, or “NGA,” and the Natural Gas Policy Act of 1978, or “NGPA.” In 1989, however, Congress enacted the Natural Gas Wellhead Decontrol Act, which removed all remaining price and nonprice controls affecting all “first sales” of natural gas, effective January 1, 1993, subject to the terms of any private contracts that may be in effect. While sales by producers of natural gas and all sales of crude oil, condensate and natural gas liquids can currently be made at uncontrolled market prices, in the future Congress could reenact price controls or enact other legislation with detrimental impact on many aspects of our business. Under the provisions of the Energy Policy Act of 2005 (the “2005 Act”), the NGA has been amended to prohibit any form of market manipulation with the purchase or sale of natural gas, and the FERC has issued new regulations that are intended to increase natural gas pricing transparency. The 2005 Act has also significantly increased the penalties for violations of the NGA. The FERC has issued Order No. 704 et al. which requires a market participant to make an annual filing if it has sales or purchases equal to or greater than 2.2 million MMBtu in the reporting year to facilitate price transparency.

Regulation and transportation of natural gas.   Our sales of natural gas are affected by the availability, terms and cost of transportation. The price and terms for access to pipeline transportation are subject to extensive regulation. The FERC requires interstate pipelines to provide open-access transportation on a not unduly discriminatory basis for similarly situated shippers. The FERC frequently reviews and modifies its regulations regarding the transportation of natural gas, with the stated goal of fostering competition within the natural gas industry.

Intrastate natural gas transportation is subject to regulation by state regulatory agencies. The Texas Railroad Commission has been changing its regulations governing transportation and gathering services provided by intrastate pipelines and gatherers. While the changes by these state regulators affect us only

20


indirectly, they are intended to further enhance competition in natural gas markets. We cannot predict what further action the FERC or state regulators will take on these matters; however, we do not believe that we will be affected differently in any material respect than other natural gas producers with which we compete by any action taken.

Additional proposals and proceedings that might affect the natural gas industry are pending before Congress, the FERC, state commissions and the courts. The natural gas industry historically has been very heavily regulated; therefore, there is no assurance that the less stringent regulatory approach pursued by the FERC, Congress and state regulatory authorities will continue.

Federal leases. Some of our operations are located on federal oil and natural gas leases thatthat are administered by the Bureau of Land Management (“BLM”) of the United States Department of the Interior. These leases are issued through competitive bidding and contain relatively standardized terms. These leases require compliance with detailed Department of Interior and BLM regulations and orders that are subject to interpretation and change. These leases are also subject to certain regulations and orders promulgated by the Department of Interior’s Bureau of Ocean Energy Management, Regulation & Enforcement (“BOEMRE”), through its Minerals Revenue Management Program, which is responsible for the management of revenues from both onshore and offshore leases.

Oil and natural gas liquids transportation rates.   Our sales of crude oil, condensate and naturalnatural gas liquids are not currently regulated and are made at market prices. In a number of instances, however, the ability to transport and sell such products is dependent on pipelines whose rates, terms and conditions of service are subject to FERC jurisdiction under the Interstate Commerce Act. In other instances, the ability to transport and sell such products is dependent on pipelines whose rates, terms and conditions of service are subject to regulation by state regulatory bodies under state statutes. The price received from the sale of these products may be affected by the cost of transporting the products to market.

The FERC’s regulation of pipelines that transport crude oil, condensate and natural gas liquids under the Interstate Commerce Act is generally more light-handed than the FERC’s regulation of natural gas pipelines under the NGA. FERC-regulated pipelines that transport crude oil, condensate and natural gas liquids are subject to common carrier obligations that generally ensure non-discriminatorynon-discriminatory access. With respect to interstate pipeline transportation subject to regulation of the FERC under the Interstate Commerce Act, rates generally must be cost-based, although settlement rates agreed to by all shippers are permitted and market-based rates are permitted in certain circumstances. Effective January 1, 1995, the FERC implemented regulations establishing an indexing system (based on inflation) for transportation rates governed by the Interstate Commerce Act that allowed for an increase or decrease in the transportation rates. The FERC’s regulations include a methodology for such pipelines to change their rates through the use of an index system that establishes ceiling levels for such rates. The mandatory five year review in 2005 revised the methodology for this index to be based on Producer Price Index for Finished Goods (PPI-FG) plus 1.3 percent for the period July 1, 2006 through June 30, 2012.2011. The mandatory five year review in 2012 revised the methodology for this index to be based on PPI-FG plus

2.65 percent for the period July 1, 20122011 through June 30, 2016. The regulations provide that each year the Commission will publish the oil pipeline index after the PPI-FG becomes available.

With respect to intrastate crude oil, condensate and natural gas liquids pipelines subject to the jurisdiction of state agencies, such state regulation is generally less rigorous than the regulation of interstate pipelines. State agencies have generally not investigated or challenged existing or proposed rates in the absence of shipper complaints or protests. Complaints or protests have been infrequent and are usually resolved informally.

21


We do not believe that the regulatory decisions or activities relating to interstate or intrastate crude oil, condensate or natural gas liquids pipelines will affect us in a way that materially differs from the way it affects other crude oil, condensate and natural gas liquids producers or marketers.

Environmental regulations.   We are subject to stringent federal, state and local laws. These laws, among other things, govern the issuance of permits to conduct exploration, drilling and production operations, the amounts and types of materials that may be released into the environment, the discharge and disposition of waste materials, the remediation of contaminated sites and the reclamation and abandonment of wells, sites and facilities. Numerous governmental departments issue rules and regulations to implement and enforce such laws, which are often difficult and costly to comply with and which carry substantial civil and even criminal penalties for failure to comply. Some laws, rules and regulations relating to protection of the environment may, in certain circumstances, impose strict liability for environmental contamination, rendering a person liable for environmental damages and cleanup cost without regard to negligence or fault on the part of such person. Other laws, rules and regulations may restrict the rate of oil and natural gas production below the rate that would otherwise exist or even prohibit exploration and production activities in sensitive areas. In addition, state laws often require various forms of remedial action to prevent pollution, such as closure of inactive pits and plugging of abandoned wells. The regulatory burden on the oil and natural gas industry increases our cost of doing business and consequently affects our profitability. These costs are considered a normal, recurring cost of our on-going operations. Our domestic competitors are generally subject to the same laws and regulations.

We believe that we are in substantial compliance with current applicable environmental laws and regulations and that continued compliance with existing requirements will not have a material adverse impact on our operations. However, environmental laws and regulations have been subject to frequent changes over the years, and the imposition of more stringent requirements or new regulatory schemes such as carbon “cap and trade”trade” programs could have a material adverse effect upon our capital expenditures, earnings or competitive position, including the suspension or cessation of operations in affected areas. As such, there can be no assurance that material cost and liabilities will not be incurred in the future.

The Comprehensive Environmental Response, Compensation and Liability Act, or “CERCLA,” imposes liability, without regard to fault, on certain classes of persons that are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the current or former owner or operator of the disposal site or sites where the release occurred and companies that disposed or arranged for the disposal of hazardous substances. Under CERCLA,CERCLA, such persons may be subject to joint and several liability for the cost of investigating and cleaning up hazardous substances that have been released into the environment, for damages to natural resources and for the cost of certain health studies. In addition, companies that incur liability frequently also confront third party claims because it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances or other pollutants released into the environment from a polluted site.

The Federal Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, or “RCRA,” regulates the generation, transportation, storage, treatment and disposal of hazardous wastes and can require cleanup of hazardous waste disposal sites. RCRA currently excludes drilling fluids, produced waters and other wastes associated with the exploration, development or production of oil and natural gas from regulationregulation as “hazardous waste.” Disposal of such non-hazardous oil and natural gas exploration, development and production wastes usually are regulated by state law. Other wastes handled at exploration and production sites or used in the course of providing well services may not fall within this exclusion. Moreover, stricter standards for waste handling and disposal may be imposed on the oil and natural gas industry in the future. From time to time, legislation is proposed in

22


Congress that would revoke or alter the current exclusion of exploration, development and production wastes from RCRA’s definition of “hazardous wastes,” thereby potentially subjecting such wastes to more stringent handling, disposal and cleanup requirements. If such legislation were enacted, it could have a significant impact on our operating costs, as well as the oil and natural gas industry in general. The impact of future revisions to environmental laws and regulations cannot be predicted.

Our operations are also subject to the Clean Air Act, or “CAA,” and comparable state and local requirements. Amendments to the CAA were adopted in 1990 and contain provisions that may result in the gradual imposition of certain pollution control requirements with respect to air emissions from our operations.operations. On April 17, 2012, the U. S. Environmental Protection Agency or “EPA” promulgated new emission standards for the oil and gas industry. These rules require a nearly 95 percent reduction in volatile organic compounds (“VOCs”) emitted from hydraulically fractured gas wells by January 1, 2015. This significant reduction in emissions is to be accomplished primarily through the use of “green completions” (i.e., capturing natural gas that currently escapes to the air). These rules also have notification and reporting requirements. StorageOn September 23, 2013, EPA revised the emission requirements for storage tanks emitting certain levels of VOCs may also requirerequiring a 95% reduction of VOC emissions by October 1, 2015.April 15, 2014 and April 15, 2015 (depending upon the date of construction of the storage tank).  We may be required to incur certain capital expenditures in the future for air pollution control equipment in connection with obtaining and maintaining operating permits and approvals for air emissions. However, we believe our operations will not be materially adversely affected by any such requirements, and the requirements are not expected to be any more burdensome to us than to other similarly situated companies involved in oil and natural gas exploration and production activities.

The Federal Water Pollution Control Act of 1972, as amended, or the “Clean Water Act,” imposes restrictions and controls on the discharge of produced waters and other wastes into navigable waters. Permits must be obtained to discharge pollutants into state and federal waters and to conduct construction activities in waters and wetlands. Certain state regulations and the general permits issued under the Federal National Pollutant Discharge Elimination System program prohibit the discharge of produced waterswaters and sand, drilling fluids, drill cuttings and certain other substances related to the oil and natural gas industry into certain coastal and offshore waters, unless otherwise authorized. Further, the EPA has adopted regulations requiring certain oil and natural gas exploration and production facilities to obtain permits for storm water discharges. Costs may be associated with the treatment of wastewater or developing and implementing storm water pollution prevention plans. The Clean Water Act and comparable state statutes provide for civil, criminal and administrative penalties for unauthorized discharges for oil and other pollutants and impose liability on parties responsible for those discharges for the cost of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release. We believe that our operations comply in all material respects with the requirements of the Clean Water Act and state statutes enacted to control water pollution.

The Federal Safe Drinking Water Act of 1974, as amended, requires EPA to develop minimum federal requirements for Underground Injection Control (“UIC”) programs and other safeguards to protect public health by preventing injection wells from contaminating underground sourcessources of drinking water. The UIC program does not regulate wells that are solely used for production. However, EPA has authority to regulate hydraulic fracturing when diesel fuels are used in fluids or propping agents. In 2012,

EPA issued draft guidance on when UIC permitting requirements apply to fracking fluids containing diesel. We are not able to predict at this time the effect on our operations should EPA requireimpose changes to the UIC permits be obtained prior topermitting program when utilizing diesel as a fracking agent. However, we believe our operations will not be materially adversely affected by any such requirements, and the requirements are not expected to be any more burdensome to us than to other similarly situated companies involved in oil and natural gas exploration and production activities.

23


Federal regulators require certain owners or operators of facilities that store or otherwise handle oil to prepare and implement spill prevention, control, countermeasure and response plans relating to the possible discharge of oil into surface waters. The Oil Pollution Act of 1990 (“OPA”) contains numerous requirements relating to the prevention and response to oil spills in the waters of the United States. The OPA subjects owners of facilities to strict joint and several liability for all containment and cleanup costs and certain other damages relating to a spill. Noncompliance with OPA may result in varying civil and criminal penalties and liabilities.

Executive Order 13158, issued on May 26, 2000, directs federal agencies to safeguard existing Marine Protected Areas, or “MPAs,” in the United States and establish new MPAs. The order requires federal agencies to avoid harm to MPAs to the extent permitted by law and to the maximum extent practicable. It also directs the EPA to propose newnew regulations under the Clean Water Act to ensure appropriate levels of protection for the marine environment. This order has the potential to adversely affect our operations by restricting areas in which we may carry out future exploration and development projects and/or causing us to incur increased operating expenses.

Certain flora and fauna that have officially been classified as “threatened” or “endangered” are protected by the Endangered Species Act. This law prohibits any activities that could “take” a protected plant or animal or reduce or degrade its habitat area. If endangered species are located in an area we wish to develop, the work could be prohibited or delayed and/or expensive mitigation might be required.

Other statutes that provide protection to animal and plant species and which may apply to our operations include, but are not necessarily limited to, the Oil Pollution Act, the Emergency Planning and Community Right to Know Act, the Marine Mammal Protection Act, the Marine Protection, ResearchResearch and Sanctuaries Act, the Fish and Wildlife Coordination Act, the Fishery Conservation and Management Act, the Migratory Bird Treaty Act and the National Historic Preservation Act. These laws and regulations may require the acquisition of a permit or other authorization before construction or drilling commences and may limit or prohibit construction, drilling and other activities on certain lands lying within wilderness or wetlands and other protected areas and impose substantial liabilities for pollution resulting from our operations. The permits required for our various operations are subject to revocation, modification and renewal by issuing authorities. In addition, laws such as the National Environmental Policy Act and the Coastal Zone Management Act may make the process of obtaining certain permits more difficult or time consuming, resulting in increased costs and potential delays that could affect the viability or profitability of certain activities.

Certain statutes such as the Emergency Planning and Community Right to Know Act require the reporting of hazardous chemicals manufactured, processed, or otherwise used, which may lead to heightened scrutiny of the company’s operations by regulatory agencies or the public. In 2012, the EPA adopted a newnew reporting requirement, the Petroleum and Natural Gas Systems Greenhouse Gas Reporting Rule (40 C.F.R. Part 98, Subpart W), which requires certain onshore petroleum and natural gas facilities to begin collecting data on their emissions of greenhouse gases (“GHGs”) in January 2012, with the first annual reports of those emissions due on September 28, 2012. GHGs include gases such as methane, a primary component of natural gas, and carbon dioxide, a byproduct of burning natural gas. Different GHGs have different global warming potentials with CO2 having the lowest global warming potential, so

emissions of GHGs are typically expressed in terms of CO2 equivalents, or CO2e. The rule applies to facilities that emit 25,000 metric tons of CO2e or more per year, and requires onshore petroleum and natural gas operators to group all equipment under common ownership or control within a single hydrocarbon basin together when determining if the threshold is met. We have determined that these new reporting requirements apply to us and we believe we have met all of the EPA required reporting deadlines and strive to ensure accurate and consistent emissions data reporting. Other EPA actions with respect to the reduction of greenhouse gases (such as EPA’s Greenhouse Gas Endangerment Finding, and

24


EPA’s Prevention of Significant Deterioration and Title V Greenhouse Gas Tailoring Rule) and various state actions have or could impose mandatory reductions in greenhouse gas emissions. We are unable to predict at this time how much the cost of compliance with any legislation or regulation of greenhouse gas emissions will be in future periods.

Such changes in environmental laws and regulations which result in more stringent and costly reporting, or waste handling, storage, transportation, disposal or cleanup activities, could materially affect companies operating in the energy industry. Adoption of new regulations further regulating emissions from oil and gas production could adversely affect our business, financial position, results of operations and prospects, as could the adoption of new laws or regulations which levy taxes or other costs on greenhousegreenhouse gas emissions from other industries, which could result in changes to the consumption and demand for natural gas. We may also be assessed administrative, civil and/or criminal penalties if we fail to comply with any such new laws and regulations applicable to oil and natural gas production.

We maintain insurance against “sudden and accidental” occurrences, which may cover some, but not all, of the risks described above. Most significantly, the insurance we maintain will not cover the risks described above which occur over a sustained period of time. Further, there can be no assurance that such insurance will continue to be available to cover all such cost or that such insurance will be available at a cost that would justify its purchase. The occurrenceoccurrence of a significant event not fully insured or indemnified against could have a material adverse effect on our financial condition and results of operations.

Regulation of oil and natural gas exploration and production.   Our exploration and production operations are subject to various types of regulation at the federal, state and local levels. Such regulations include requiring permits and drilling bonds for the drilling of wells, regulating the location of wells, the method of drilling and casing wells and the surface use and restoration of properties upon which wells are drilled. Many states also have statutes or regulations addressing conservation matters, including provisions for the unitization or pooling of oil and natural gas properties, the establishment of maximum rates of production from oil and natural gas wells and the regulation of spacing, plugging and abandonment of such wells. Some state statutes limit the rate at which oil and natural gas can be produced from our properties.

State regulation.   Most states regulate the production and sale of oil and natural gas, including requirements for obtaining drilling permits, the method of developing new fields, the spacing and operation of wells and the prevention of waste of oil and gas resources. The rate of production may be regulated and the maximum daily production allowable from both oil and gas wells may be established on a market demand or conservation basis or both.

Office and Operations Facilities

Our executive offices are located at 5300 Town and Country Blvd., Suite 500 in Frisco, Texas 75034 and our telephone number is (972) 668-8800. We lease office space in Frisco, Texas covering 66,382 square feet at a monthly rate of $118,934.$118,934, which escalates to $124,466 beginning August 1, 2014. This lease expires on December 31, 2021. We also own production offices and pipe yard facilities near Marshall, Midland, PecosPleasanton and Zapata, Texas;Texas and Logansport, Louisiana and Guston, Kentucky.

EmployeesLouisiana.

Employees

As of December 31, 2012,2013, we had 116131 employees and utilized contract employees for certain of our field operations. We consider our employee relations to be satisfactory.

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Directors and Executive Officers

The following table sets forth certain information concerning our executive officers and directors.

 

Name

Position with Company

Age

M. Jay Allison

President,

Chief Executive Officer and Chairman of the Board of Directors

57

58

Roland O. Burns

Senior Vice

President, Chief Financial Officer, Secretary Treasurer and Director

52

53

Mark A. Williams

Chief Operating Officer and Vice President of Operations

51

52

Gerry L. Blackshear

Vice President of Exploration

54

55

D. Dale Gillette

Vice President of Land and General Counsel

67

68

Stephen E. NeukomMichael D. McBurney

Vice President of Marketing

63

58

Daniel K. Presley

Vice President of Accounting, Controller and ControllerTreasurer

52

53

Russell W. Romoser

Vice President of Reservoir Engineering

61

62

Richard D. Singer

Vice President of Financial Reporting

58

59

Blaine M. Stribling

Vice President of Corporate Development

42

43

David K. Lockett

Director

58

59

Cecil E. Martin

Director

71

72

Frederic D. Sewell

Director

78

79

David W. Sledge

Director

56

57

Nancy E. Underwood

Director

61

62

Executive Officers

A brief biography of each person who serves as a director or executive officer follows below.

M. Jay Allison has been a director since 1987, and our President and Chief Executive Officer since 1988. Mr. Allison was elected Chairman of the board of directors in 1997. From 1987From 1988 to 1988,2013, Mr. Allison served as our President and before that he served as our Vice President and Secretary. From 1981 to 1987, he was a practicing oil and gas attorney with the firm of Lynch, Chappell & Alsup in Midland, Texas. Mr. Allison was Chairman of the Board of Directors of Bois d’Arc Energy, Inc. from the time of its formation in 2004 until its merger with Stone Energy Corporation in 2008. He received B.B.A., M.S. and J.D. degrees from Baylor University in 1978, 1980 and 1981, respectively. Mr. Allison also currently serves as a Director of Tidewater, Inc. and is on the Board of Regents for Baylor University.

Roland O. Burns has been our Senior Vice President since 1994,2013, Chief Financial Officer and Treasurer since 1990, our Secretary since 1991 and a director since 1999. Mr. Burns served as our Senior Vice President from 1994 to 2013 and Treasurer from 1990 to 2013. From 1982 to 1990, Mr. Burns was employed by the public accounting firm, Arthur Andersen. During his tenure with Arthur Andersen,

Mr. Burns worked primarily in the firm’s oil and gas audit practice. Mr. Burns was a director, Senior Vice President and the Chief Financial Officer of Bois d’Arc Energy, Inc. from the time of its formation in 2004 until its merger with Stone Energy Corporation in 2008. Mr. Burns received B.A. and M.A. degrees from the University of Mississippi in 1982 and is a Certified Public Accountant. Mr. Burns also serves on the Board of Directors of the University of Mississippi Foundation.Foundation and the Cotton Bowl Athletic Association.

Mark A. Williamswas appointed has been our Chief Operating Officer in Maysince 2012. From 2011 to early 2012, he served as Vice President of Operations. From 2007 to 2011, he served as our Engineering and Operations Manager. From 1996 until 2007, Mr. Williams served as our Drilling Manager and as our South Texas District Engineer. Prior to joining Comstock Mr. Williams was a production engineer at Mitchell Energy Corporation and Citation Oil & Gas. Mr. Williams received a B.S. degree in Petroleum Engineering from Texas A&M University in 1984.

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Gerry L. Blackshearwas namedhas been our Vice President of Exploration in Maysince 2012. From 2007 to 2011early 2012 Mr. Blackshear served as our Geoscience Manager. Prior to joining us, Mr. Blackshear was a lead geologist at Encana Oil & Gas from 2004 to 2007. Prior to 2004 he worked as a senior geologist for several large independent oil and gas exploration and development companies. Mr. Blackshear received a B.S. degree in Geology from East Texas State University in 1981 and is a Certified Petroleum Geologist.

D. Dale Gillette has been our Vice President of Land and General Counsel since 2006. Prior to joining us, Mr. Gillette practiced law extensively in the energy sector for 3334 years, most recently as a partner with Gardere Wynne Sewell LLP, and before that with Locke Liddell & Sapp LLP.LLP (now known as Locke Lord LLP). During that time he represented independent exploration and production companies and large financial institutions in numerous oil and gas transactions. Mr. Gillette has also served as corporate counsel in the legal department of Mesa Petroleum Co. and in the legal department of Enserch Corp. Mr. Gillette holds B.A. and J.D. degrees from the University of Texas and is a member of the State Bar of Texas.

Stephen E. Neukom has beenMichael D. McBurney was named our Vice President of Marketing since 1997in July 2013. Mr. McBurney has over 32 years of energy industry experience within the oil, natural gas, LNG, and has served as our manager of oilpower segments. For the past seven years Mr. McBurney worked for EXCO Resources, Inc., an independent exploration and production company where he was responsible for natural gas and natural gas marketing since 1996.liquids marketing. From 19942000 to 1996,2006, Mr. Neukom served as vice presidentMcBurney was with FPL Energy of Comstock Natural Gas, Inc., our former wholly owned gas marketing subsidiary. Prior to joining us,Florida, where he was responsible for Fuel and Transportation logistics for large scale power generation facilities located throughout the U.S. Mr. Neukom was senior vice president of Victoria Gas Corporation from 1987 to 1994. Mr. NeukomMcBurney received a B.B.A. degreein Finance from the University of North Texas in 1972.1978.

Daniel K. Presley has been was named our Vice President of Accounting since 1997 andTreasurer in 2013. Mr. Presley, who has been with us since 1989, servingalso continues to serve as our Vice President of Accounting and controller, positions he has had held since 1991.1997 and 1991, respectively. Prior to joining us, Mr. Presley had six years of experience with several independent oil and gas companies including AmBrit Energy, Inc. Prior thereto, Mr. Presley spent two and one-half years with B.D.O. Seidman, a public accounting firm. Mr. Presley received a B.B.A. degree from Texas A & M University in 1983.

Russell W. Romoser was namedhas been our Vice President of Reservoir Engineering in Maysince 2012. Mr. Romoser has over 35 years of experience as a reservoir engineer both with industry and with a petroleum engineering consulting firm. Prior to joining us, Mr. Romoser served eleven years as the Acquisitions Engineering Manager for EXCO Resources, Inc. Mr. Romoser received a B.S. Degree in Petroleum Engineering in 1975 and a Masters Degree in Petroleum Engineering in 1976 from the University of Texas and is a Registered Professional Engineer in Oklahoma and Texas.

Richard D. Singerhas been our Vice President of Financial ReportingReporting since 2005. Mr. Singer has over 3635 years of experience in financial accounting and reporting. Prior to joining us, Mr. Singer most recently served as an assistant controller for Holly Corporation from 2004 to 2005 and as assistant controller for Santa Fe International Corporation from 1988 to 2002. Mr. Singer received a B.S. degree from the Pennsylvania State University in 1976 and is a Certified Public Accountant.

Blaine M. Stribling was namedhas been our Vice President of Corporate Development in Maysince 2012. From 2007 to 2011,early 2012, Mr. Stribling served as our Asset & Corporate Development Manager. Prior to joining us, Mr. Stribling managed a development project team at Encana Oil & Gas from 2005 to 2007. Prior to 2005 he worked in various petroleum engineering operations management positions of increasing responsibility for several independent oil and gas exploration and development companies. Mr. Stribling received a B.S. Degree in Petroleum Engineering from the Colorado School of Mines.

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Outside Directors

David K. Locketthas served as a director since 2001. Mr. Lockett was a Vice President with Dell Inc. and held executive management positions in several divisions within Dell from 1991 until his retirement from Dell in 2012. Mr. Lockett, who has over 35 years of experience in the technology industry, is presently considering opportunities to provideproviding consulting services forto small and mid-size companies. Mr. Lockett was a director of Bois d’Arc Energy, Inc. from May 2005 until its merger with Stone Energy Corporation in August 2008. Mr. Lockett received a B.B.A. degree from Texas A&M University in 1976.

Cecil E. Martin has served as a director since 1989 and is currently the chairman of our audit committee and our Lead Director. Mr. Martin is an independent commercial real estate investor who has primarily been managing his personal real estate investments since 1991. From 1973 to 1991, he also served as chairman of a public accounting firm in Richmond, Virginia. Mr. Martin was a director and chairman of the Audit Committee of Bois d’Arc Energy, Inc. from May 2005 until its merger with Stone Energy Corporation in August 2008. Mr. Martin also serves on the board of directors of Crosstex Energy, Inc. and Crosstex Energy, L.P. and on the Board of Directors and Audit Committee of Garrison Capital, a privately held business development company. Mr. Martin holds a B.B.A. degree from Old Dominion University and is a Certified Public Accountant.

Frederic D. Sewell was first electedhas served as a director insince May 2012. Mr. Sewell has extensive experience in the oil and gas industry, where he has had a distinguished career as an executive leader and a petroleum engineer. Mr. Sewell was the co-founder of Netherland, Sewell and& Associates, Inc., a worldwide oil and gas consulting firm, where he served as the chairman and chief executive officer until his retirement in 2008. Mr. Sewell is presently the President and Chief Executive Officer of Sovereign Resources LLC, an exploration and production company that he founded. Mr. Sewell holds a B.S. Degree in Petroleum Engineering from the University of Texas.

David W. Sledgehas served as a director since 1996. Mr. Sledge is the Chief Operating Officer of ProPetro Services, Inc. Mr. Sledge was President and Chief Operating Officer of Sledge Drilling Company until it was acquired by Basic Energy Services, Inc. in April 2007 and served as a Vice President of Basic Energy Services, Inc. from April 2007 to February 2009. He served as an area operations manager for Patterson-UTI Energy, Inc. from May 2004 until January 2006. From March 2009 through October 2011, and from October 1996 until May 2004, Mr. Sledge managed his personal investments in oil and gas exploration activities. Mr. Sledge was a director of Bois d’Arc Energy, Inc. from May 2005 until its merger with Stone Energy Corporation in August 2008. Mr. Sledge is a past director of the International Association of Drilling Contractors and is a past chairman of the Permian Basin chapter of this association. He received a B.B.A. degree from Baylor University in 1979.

Nancy E. Underwoodhas served as a director since 2004. Ms. Underwood is owner and President of Underwood Financial Ltd., a position she has held since 1986. Ms. Underwood holds B.S. and J.D. degrees from Emory University and practiced law at an Atlanta, Georgia based law firm before joining River Hill Development Corporation in 1981. Ms. Underwood currently serves on the Executive Board and Campaign Steering Committee of the Southern Methodist University Dedman School of Law and on the Board of Directors of Texas Health Presbyterian Foundation.

Available Information

Our executive offices are located at 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034. Our telephone number is (972) 668-8800. We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtainobtain information on the operation of the Public Reference

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Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information that is electronically filed with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov. We also make available free of charge on our website (www.comstockresources.com) our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we file such material with, or furnish it to, the SEC.

 

ITEM 1A.    RISK FACTORS

ITEM 1A.  Risk Factors

You should carefully consider the following risk factors as well as the other information contained or incorporated by reference in this report, as these important factors, among others, could cause our actual results to differ from our expected or historical results. It is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete statement of all of our potential risks or uncertainties.

A substantial or extended decline in oil and natural gas prices may adversely affect our business, financial condition, cash flow, liquidity or results of operations and our ability to meet our capital expenditure obligations and financial commitments and to implement our business strategy.

Our business is heavily dependent upon the prices of, and demand for, oil and natural gas. Historically, the prices for oil and natural gas have been volatile and are likely to remain volatile in the future. Prices for oil remained relatively strong in 2012, but2013, and our realized natural gasgas prices continuedincreased by 36% in 2013 to decline in 2012, reaching a thirteen year low of $2.03$3.38 per Mcf in the second quarter of 2012. The continued growth in production of natural gas in the United States has increased supply and resulted in high natural gas storage inventories. As a result,Mcf. However natural gas prices continue to face downward pressures.by historical standards remain low.  

The prices we receive for our oil and natural gas production and the level of such production willcontinue to be subject to wide fluctuations and depend on numerous factors beyond our control, including the following:

the domestic and foreign supply of oil and natural gas;

·

the domestic and foreign supply of oil and natural gas;

weather conditions;

·

weather conditions;

the price and quantity of imports of oil and natural gas;

·

the price and quantity of imports of oil and natural gas;

political conditions and events in other oil-producing and natural gas-producing countries, including embargoes, hostilities in the Middle East and other sustained military campaigns, and acts of terrorism or sabotage;

·

political conditions and events in other oil-producing and natural gas-producing countries, including embargoes, hostilities in the Middle East and other sustained military campaigns, and acts of terrorism or sabotage;

the actions of the Organization of Petroleum Exporting Countries, or OPEC;

·

the actions of the Organization of Petroleum Exporting Countries, or OPEC;

domestic government regulation, legislation and policies;

·

domestic government regulation, legislation and policies;

the level of global oil and natural gas inventories;

·

the level of global oil and natural gas inventories;

technological advances affecting energy consumption;

·

technological advances affecting energy consumption;

the price and availability of alternative fuels; and

·

the price and availability of alternative fuels; and

overall economic conditions.

If the decline in the price of natural gas that first started in 2008 continues through 2013, the lower prices will adversely affect:

our revenues, profitability and cash flow from operations;

the value of our proved oil and natural gas reserves;

the economic viability of certain of our drilling prospects;

our borrowing capacity; and

our ability to obtain additional capital.

·

overall economic conditions.

We have entered into certain oil price hedging arrangements on certain of our anticipated sales in 2013. In the future we may enter into additional hedging arrangements in order to reduce our exposure to price risks. Such arrangements would limit our ability to benefit from increases in oil and natural gas prices.

The recent recession could have a material adverse impact on our financial position, results of operations and cash flows.Lower

The oil and gas industry is cyclical and tends to reflect general economic conditions. The United States and other countries have been in a recession which could continue through 2013 and beyond, and the capital markets have experienced significant volatility. The recession has had an adverse impact on demand and pricing for oil and natural gas. A continuation of the recession could have a further negative impact on oil and natural gas prices. Our operating cash flows and profitability will be significantly affected by declining oil and natural gas prices. Further declines in oil and natural gas prices may also impact will adversely affect:

·

our revenues, profitability and cash flow from operations;

·

the value of our proved oil and natural gas reserves;

·

the economic viability of certain of our drilling prospects;

·

our borrowing capacity; and

·

our ability to obtain additional capital.

29


We pursue acquisitions as part of our oilgrowth strategy and gas reserves, which could resultthere are risks in future impairment chargesconnection with acquisitions.

Our growth has been attributable in part to reduce the carrying valueacquisitions of our oil and gasproducing properties and companies. More recently we have been focused on acquiring acreage for our marketable securities. Ourdrilling program. We expect to continue to evaluate and, where appropriate, pursue acquisition opportunities on terms we consider favorable. However, we cannot assure you that suitable acquisition candidates will be identified in the future, access to capital could be limited due to tightening credit markets and volatile capital markets. If our access to capital is limited, development of our assets may be delayed or limited, andthat we may notwill be able to executefinance such acquisitions on favorable terms. In addition, we compete against other companies for acquisitions, and we cannot assure you that we will successfully acquire any material property interests. Further, we cannot assure you that future acquisitions by us will be integrated successfully into our growth strategy.operations or will increase our profits.

The successful acquisition of producing properties requires an assessment of numerous factors beyond our control, including, without limitation:

·

recoverable reserves;

·

exploration potential;

·

future oil and natural gas prices;

·

operating costs; and

·

potential environmental and other liabilities.

In connection with such an assessment, we perform a review of the subject properties that we believe to be generally consistent with industry practices. The resulting assessments are inexact and their accuracy uncertain, and such a review may not reveal all existing or potential problems, nor will it necessarily permit us to become sufficiently familiar with the properties to fully assess their merits and deficiencies. Inspections may not always be performed on every well, and structural and environmental problems are not necessarily observable even when an inspection is made.

Additionally, significant acquisitions can change the nature of our operations and business depending upon the character of the acquired properties, which may be substantially different in operating and geologic characteristics or geographic location than our existing properties. While our current operations are focused in Texas, Louisiana and Mississippi, we may pursue acquisitions or properties located in other geographic areas.

Our future production and revenues depend on our ability to replace our reserves.

Our future production and revenues depend upon our ability to find, develop or acquire additional oil and natural gas reserves that are economically recoverable. Our proved reserves will generally decline as reserves are depleted, except to the extent that we conduct successful exploration or development activities or acquire properties containing proved reserves, or both. To increase reservesreserves and production, we must continue our acquisition and drilling activities. We cannot assure you, however, that our acquisition and drilling activities will result in significant additional reserves or that we will have continuing success drilling productive wells at low finding and development costs. Furthermore, while our revenues may increase if prevailing oil and natural gas prices increase significantly, our finding costs for additional reserves could also increase.

Prospects that we decide to drill may not yield oil or natural gas in commercially viable quantities or quantities sufficient to meet our targeted rate of return.

A prospect is a property in which we own an interest or have operating rights and that has what our geoscientists believe, based on available seismic and geological information, to be an indication of

30


potential oil or natural gas. Our prospects are in various stages of evaluation, ranging from a prospect that is ready to be drilled to a prospect that will require substantial additional evaluation and interpretation. There is no way

to predict in advance of drilling and testing whether any particular prospect will yield oil or natural gas in sufficient quantities to recover drilling or completion costs or to be economically viable. The use of seismic data and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling whether oil or natural gas will be present or, if present, whether oil or natural gas will be present in commercial quantities. The analysis that we perform using data from other wells, more fully explored prospects and/or producing fields may not be useful in predicting the characteristics and potential reserves associated with our drilling prospects. If we drill additional unsuccessful wells, our drilling success rate may decline and we may not achieve our targeted rate of return.

Federal and state legislation and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays as well as restrict our access to our oil and gas reserves.

Hydraulic fracturing is an essential and common practice that is used to stimulate production of oil and natural gas from dense subsurface rock formations such as shale and tight sands. We routinely apply hydraulic fracturing techniques in completing our wells. The process involves the injection of water, sand and additives under pressure into a targeted subsurface formation. The water and pressure create fractures in the rock formations, which are held open by the grains of sand, enabling the oil or natural gas to flow to the wellbore. The use of hydraulic fracturing is necessary to produce commercial quantities of oil and natural gas from many reservoirs including the Haynesville shale, Bossier shale, Eagle Ford shale, Wolfcamp shale, Bone Spring, Cotton Valley and other tight natural gas and oil reservoirs. Substantially all of our proved oil and gas reserves that are currently not producing and our undeveloped acreage require hydraulic fracturing to be productive. All of the wells being drilled by us in 2013 utilize hydraulic fracturing in their completion. We estimate we will incur approximately $178.0 million for hydraulic fracturing services in connection with our 2013 drilling and completion program.

The use of hydraulic fracturing in our well completion activities could expose us to liability for negative environmental effects that might occur. Although we have not had any incidents related to hydraulic fracturing operations that we believe have caused any negative environmental effects, we have established operating procedures to respond and report any unexpected fluid discharge which might occur during our operations, including plans to remediate any spills that might occur. In the event that we were to suffer a loss related to hydraulic fracturing operations, our insurance will be net of a $25,000 deductible and our ability to recover costs will be limited to a total aggregate policy limit of $26.0 million, which may or may not be sufficient to pay the full amount of our losses incurred.

Drilling and completion activities are typically regulated by state oil and natural gas commissions. Our drilling and completion activities are conducted primarily in Louisiana and Texas. Texas adopted a law in June 2012 requiring disclosure to the Railroad Commission of Texas and the public of certain information regarding the components used in the hydraulic-fracturing process. Several proposals are before the United States Congress that, if implemented, would subject the process of hydraulic fracturing to regulation under the Safe Drinking Water Act. At the direction of Congress, the EPA is currently conducting an extensive, multi-year study into the potential effects of hydraulic fracturing on underground sources of drinking water, and the results of that study have the potential to impact the likelihood or scope of future legislation or regulation.

Potential changes to US federal tax regulations, if passed, could have an adverse effect on us.

The United States Congress continues to consider imposing new taxes and repeal of many tax incentives and deductions that are currently used by independent oil and gas producers. Examples of changes being considered that would impact us are: elimination of the ability to fully deduct intangible

drilling costs in the year incurred, repeal of the manufacturing tax deduction for oil and gas companies, increasing the geological and geophysical cost amortization period, and implementation of a fee on non-producing leases located on federal lands. If these proposals are enacted, our current income tax liability will increase, potentially significantly, which would have a negative impact on our cash flow from operating activities. A reduction in operating cash flow could require us to reduce our drilling activities. Since none of these proposals have yet to be included in new legislation, we do not know the ultimate impact they may have on our business.

Our debt service requirements could adversely affect our operations and limit our growth.

We had $1.3 billion in debt as of December 31, 2012, and our ratio of total debt to total capitalization was approximately 59%.

Our outstanding debt will have important consequences, including, without limitation:

a portion of our cash flow from operations will be required to make debt service payments;

our ability to borrow additional amounts for working capital, capital expenditures (including acquisitions) or other purposes will be limited; and

our debt could limit our ability to capitalize on significant business opportunities, our flexibility in planning for or reacting to changes in market conditions and our ability to withstand competitive pressures and economic downturns.

In addition, future acquisition or development activities may require us to alter our capitalization significantly. These changes in capitalization may significantly increase our debt. Moreover, our ability to meet our debt service obligations and to reduce our total debt will be dependent upon our future performance, which will be subject to general economic conditions and financial, business and other factors affecting our operations, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our indebtedness and to meet other commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness, selling material assets or seeking to raise additional debt or equity capital. We cannot assure you that any of these actions could be effected on a timely basis or on satisfactory terms or that these actions would enable us to continue to satisfy our capital requirements.

Our bank credit facility contains a number of significant covenants. These covenants will limit our ability to, among other things:

borrow additional money;

merge, consolidate or dispose of assets;

make certain types of investments;

enter into transactions with our affiliates; and

pay dividends.

Our failure to comply with any of these covenants could cause a default under our bank credit facility and the respective indentures governing our senior notes. A default, if not waived, could result in acceleration of our indebtedness, in which case the debt would become immediately due and payable. If this occurs, we may not be able to repay our debt or borrow sufficient funds to refinance it given the current status of the credit markets. Even if new financing is available, it may not be on terms that are acceptable to us. Complying with these covenants may cause us to take actions that we otherwise would not take or not take actions that we otherwise would take.

The unavailability or high cost of drilling rigs, equipment, supplies or qualified personnel and oilfield services could adversely affect our ability to execute our exploration and development plans on a timely basis and within our budget.

Our industry has experienced a shortage of drilling rigs, equipment, supplies and qualified personnel in recent years as the result of higher demand for these services. Costs and delivery times of rigs, equipment and supplies have been substantially greater than they were several years ago. In addition, demand for, and wage rates of, qualified drilling rig crews have escalated due to the higher activity levels. Shortages of drilling rigs, equipment or supplies or qualified personnel in the areas in which we operate could delay or restrict our exploration and development operations, which in turn could adversely affect our financial condition and results of operations because of our concentration in those areas.

Our business involves many uncertainties and operating risks that can prevent us from realizing profits and can cause substantial losses.

Our future success will depend on the success of our exploration and development activities. Exploration activities involve numerous risks, including the risk that no commercially productive natural gas or oil reserves will be discovered. In addition, these activities may be unsuccessful for many reasons, including weather, cost overruns, equipment shortages and mechanical difficulties. Moreover, the successful drilling of a natural gas or oil well does not ensure we will realize a profit on our investment. A variety of factors, both geological and market-related, can cause a well to become uneconomical or only marginally economical. In addition to their costs, unsuccessful wells can hurt our efforts to replace production and reserves.

Our business involves a variety of operating risks, including:

unusual or unexpected geological formations;

·

unusual or unexpected geological formations;

fires;

·

fires;

explosions;

·

explosions;

blow-outs and surface cratering;

·

blow-outs and surface cratering;

uncontrollable flows of natural gas, oil and formation water;

·

uncontrollable flows of natural gas, oil and formation water;

natural disasters, such as hurricanes, tropical storms and other adverse weather conditions;

·

natural disasters, such as hurricanes, tropical storms and other adverse weather conditions;

pipe, cement, or pipeline failures;

·

pipe, cement, or pipeline failures;

casing collapses;

·

casing collapses;

mechanical difficulties, such as lost or stuck oil field drilling and service tools;

·

mechanical difficulties, such as lost or stuck oil field drilling and service tools;

abnormally pressured formations; and

·

abnormally pressured formations; and

environmental hazards, such as natural gas leaks, oil spills, pipeline ruptures and discharges of toxic gases.

·

environmental hazards, such as natural gas leaks, oil spills, pipeline ruptures and discharges of toxic gases.

If we experience any of these problems, well bores, gathering systems and processing facilities could be affected, which could adversely affect our ability to conduct operations.

We could also incur substantial losses as a result of:

·

injury or loss of life;

·

severe damage to and destruction of property, natural resources and equipment;

·

pollution and other environmental damage;

·

clean-up responsibilities;

·

regulatory investigation and penalties;

·

suspension of our operations; and

·

repairs to resume operations.

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injury or loss of life;

severe damage to and destruction of property, natural resources and equipment;

pollution and other environmental damage;

clean-up responsibilities;

regulatory investigation and penalties;

suspension of our operations; and

repairs to resume operations.

We pursue acquisitions as part of our growth strategy and there are risks in connection with acquisitions.

Our growth has been attributable in part to acquisitions of producing properties and companies. We expect to continue to evaluate and, where appropriate, pursue acquisition opportunities on terms we consider favorable. However, we cannot assure you that suitable acquisition candidates will be identified in the future, or that we will be able to finance such acquisitions on favorable terms. In addition, we compete against other companies for acquisitions, and we cannot assure you that we will successfully acquire any material property interests. Further, we cannot assure you that future acquisitions by us will be integrated successfully into our operations or will increase our profits.

The successful acquisition of producing properties requires an assessment of numerous factors beyond our control, including, without limitation:

recoverable reserves;

exploration potential;

future oil and natural gas prices;

operating costs; and

potential environmental and other liabilities.

In connection with such an assessment, we perform a review of the subject properties that we believe to be generally consistent with industry practices. The resulting assessments are inexact and their accuracy uncertain, and such a review may not reveal all existing or potential problems, nor will it necessarily permit us to become sufficiently familiar with the properties to fully assess their merits and deficiencies. Inspections may not always be performed on every well, and structural and environmental problems are not necessarily observable even when an inspection is made.

Additionally, significant acquisitions can change the nature of our operations and business depending upon the character of the acquired properties, which may be substantially different in operating and geologic characteristics or geographic location than our existing properties. While our current operations are focused in the East Texas/North Louisiana, South Texas and West Texas regions, we may pursue acquisitions or properties located in other geographic areas.

We operate in a highly competitive industry, and our failure to remain competitive with our competitors, many of which have greater resources than we do, could adversely affect our results of operations.

The oil and natural gas industry is highly competitive in the search for and development and acquisition of reserves. Our competitors often include companies that have greater financial and personnel resources than we do. These resources could allow those competitors to price their products and services more aggressively than we can, which could hurt our profitability. Moreover, our ability to acquire additional properties and to discover reserves in thethe future will be dependent upon our ability to evaluate and select suitable properties and to close transactions in a highly competitive environment.

Our competitors may use superior technology that we may be unable to afford or which would require costly investment by us in order to compete.

If our competitors use or develop new technologies, we may be placed at a competitive disadvantage, and competitive pressures may force us to implement new technologies at a substantial cost. In addition, our competitors may have greater financial, technical and personnel resources that allow

them to enjoy technological advances and may in the future allow them to implement new technologies before we can. We cannot be certain that we will be able to implement technologies on a timely basis or at a cost that is acceptable to us. One or more of the technologies that we currently use or that we may implement in the future may become obsolete. All of these factors may inhibit our ability to acquire additional prospects and compete successfully in the future.

Substantial exploration and development activities could require significant outside capital, which could dilute the value of our common shares and restrict our activities. Also, we may not be able to obtain needed capital or financing on satisfactory terms, which could lead to a limitation of our future business opportunities and a decline in our oil and natural gas reserves.

We expect to expend substantial capital in the acquisition of, exploration for and development of oil and natural gas reserves. In order to finance these activities, we may need to alter or increase our capitalization substantially through the issuance of debt or equity securities, the sale of non-strategic assets or other means. The issuance of additional equity securities could have a dilutive effect on the value of our common shares, and may not be possible on terms acceptable to us given the current volatility in the financial markets. The issuance of additional debt would require that a portion of our cash flow from operations be used for the payment of interest on our debt, thereby reducing our ability to use our cash flow to fund working capital, capital expenditures, acquisitions, dividends and general corporate requirements, which could place us at a competitive disadvantage relative to other competitors. Additionally, if our revenues decrease as a result of lower oil or natural gas prices operating difficulties or declines in reserves, our ability to obtain the capital necessary to undertake or complete future exploration and development programs and to pursue other opportunities may be limited, which could result in a curtailment of our operations relating to exploration and development of our prospects, which in turn could result in a decline in our oil and natural gas reserves.

If oil prices decline and natural gas prices remain low or continue to decline, we may be required to write-down the carrying values and/or the estimates of total reserves of our oil and natural gas properties, which would constitute a non-cash charge to earnings and adversely affect our results of operations.

Accounting rules applicable to us require that we review periodically the carrying value of our oil and natural gas properties for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews and the continuing evaluation of development plans, production data, economics and other factors, we may be required to write down the carrying value of our oil and natural gas properties. A write-down constitutes a non-cash charge to earnings. We may incur non-cash charges in the future, which could have a material adverse effect on our results of operations in the period taken. We may also reduce our estimates of the reserves that may be economically recovered, which could have the effect of reducing the total value of our reserves. Such

Our hedging transactions could result in financial losses or could reduce our income. To the extent we have hedged a reductionsignificant portion of our expected production and actual production is lower than we expected or the costs of goods and services increase, our profitability would be adversely affected.

To achieve more predictable cash flows and to reduce our exposure to adverse fluctuations in carrying value could impact our borrowing abilitythe prices of oil and gas, we have entered into and may in the future enter into hedging transactions for certain of our expected oil and natural gas production. These transactions could result in acceleratingboth realized and unrealized hedging losses.

The extent of our commodity price exposure is related largely to the repayment dateeffectiveness and scope of any outstanding debt.our derivative activities. For example, the derivative instruments we utilize are primarily based on New York Mercantile Exchange ("NYMEX") futures prices, which may differ significantly from the actual crude oil and gas prices we realize in our operations. Furthermore, we have adopted a policy that requires, and our revolving credit facility also requires, that we enter into derivative transactions related to only a portion of our expected production volumes and, as a result, we will continue to have direct commodity price exposure on the portion of our production volumes not covered by these derivative financial instruments.

Our actual future production may be significantly higher or lower than we estimate at the time we enter into derivative transactions. If our actual future production is higher than we estimated, we will have greater commodity price exposure than we intended. If our actual future production is lower than the nominal amount that is subject to our derivative financial instruments, we might be forced to satisfy all or a portion of our derivative transactions without the benefit of the cash flow from our sale or purchase of the underlying physical commodity, resulting in a substantial diminution in our profitability and liquidity. As a result of these factors, our derivative activities may not be as effective as we intend in reducing the volatility of our cash flows, and in certain circumstances may actually increase the volatility of our cash flows.

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In addition, our hedging transactions are subject to the following risks:

·

we may be limited in receiving the full benefit of increases in oil and gas prices as a result of these transactions;

·

a counterparty may not perform its obligation under the applicable derivative financial instrument or may seek bankruptcy protection;

·

there may be a change in the expected differential between the underlying commodity price in the derivative instrument and the actual price received; and

·

the steps we take to monitor our derivative financial instruments may not detect and prevent violations of our risk management policies and procedures, particularly if deception or other intentional misconduct is involved.

Our reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in our reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.

Reserve engineering is a subjective process of estimating the recovery from underground accumulations of oil and natural gas that cannot be precisely measured. The accuracy of any reserve

estimate depends on the quality of available data, production history and engineering and geological interpretation and judgment. Because all reserve estimates are to some degree imprecise, the quantities of oil and natural gas that are ultimately recovered, production and operating costs, the amount and timing of futurefuture development expenditures and future oil and natural gas prices may all differ materially from those assumed in these estimates. The information regarding present value of the future net cash flows attributable to our proved oil and natural gas reserves is only estimated and should not be construed as the current market value of the oil and natural gas reserves attributable to our properties. Thus, such information includes revisions of certain reserve estimates attributable to proved properties included in the preceding year’s estimates. Such revisions reflect additional information from subsequent activities, production history of the properties involved and any adjustments in the projected economic life of such properties resulting from changes in product prices. Any future downward revisions could adversely affect our financial condition, our borrowing ability, our future prospects and the value of our common stock.

As of December 31, 2012, 38%2013, 27% of our total proved reserves were undeveloped and 8%13% were developed non-producing. These reserves may not ultimately be developed or produced. Furthermore, not all of our undeveloped or developed non-producing reserves may be ultimately produced at the time periods we have planned, at the costs we have budgeted, or at all. As a result, we may not find commercially viable quantities of oil and natural gas, which in turn may result in a material adverse effect on our results of operations.

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The unavailability or high cost of drilling rigs, equipment, supplies or qualified personnel and oilfield services could adversely affect our ability to execute our exploration and development plans on a timely basis and within our budget.

Our industry has experienced a shortage of drilling rigs, equipment, supplies and qualified personnel in prior years as the result of higher demand for these services. Shortages of drilling rigs, equipment or supplies or qualified personnel in the areas in which we operate could delay or restrict our exploration and development operations, which in turn could adversely affect our financial condition and results of operations because of our concentration in those areas.

If we are unsuccessful at marketing our oil and natural gas at commercially acceptable prices, our profitability will decline.

Our ability to market oil and natural gas at commercially acceptable prices depends on, among other factors, the following:

the availability and capacity of gathering systems and pipelines;

·

the availability and capacity of gathering systems and pipelines;

federal and state regulation of production and transportation;

·

federal and state regulation of production and transportation;

changes in supply and demand; and

·

changes in supply and demand; and

general economic conditions.

·

general economic conditions.

Our inability to respond appropriately to changes in these factors could negatively affect our profitability.

Market conditions or operational impediments may hinder our access to oil and natural gas markets or delay our production.

Market conditions or the unavailability of satisfactory oil and natural gas transportation arrangements may hinder our access to oil and natural gas markets or delay our production. The availability of a ready market for our oil and natural gas production depends on a number of factors, including the demand for and supply of oil and natural gas and the proximity of reserves to pipelines and processing facilities. Our ability to market our production depends in a substantial part on the availability and capacity of gathering systems, pipelines and processing facilities, in some cases owned and operated by third parties. Our failure to obtain such services on acceptable terms could materially harm our business. We may be required to shut in wells for a lack of a market or because of the inadequacy or unavailability of pipelines or gathering system capacity. If that were to occur, then we would be unable to realize revenue from those wells until arrangements were made to deliver our production to market.

We depend on our key personnel and the loss of any of these individuals could have a material adverse effect on our operations.

We believe that the success of our business strategy and our ability to operate profitably depend on the continued employment of M. Jay Allison, our President and Chief Executive Officer, and a limited number of other senior management personnel. Loss of the services of Mr. Allison or any of those other individuals could have a material adverse effect on our operations.

Our insurance coverage may not be sufficient or may not be available to cover some liabilities or losses that we may incur.

If we suffer a significant accident or other loss, our insurance coverage will be net of our deductibles and may not be sufficient to pay the full current market value or current replacement value of our lost investment, which could result in a material adverse impact on our operations and financial condition. Our insurance does not protect us against all operational risks. We do not carry business interruption insurance. For some risks, we may not obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented. Because third party drilling contractors are used to drill our wells, we may not realize the full benefit of workers’ compensation laws in dealing with their employees. In addition, some risks, including pollution and environmental risks, generally are not fully insurable.

We are subject to extensive governmental laws and regulations that may adversely affect the cost, manner or feasibility of doing business.

Our operations and facilities are subject to extensive federal, state and local laws and regulations relating to the exploration for, and the development, production and transportation of, oil and natural gas, and operating safety. Future laws or regulations, any adverse changes in the interpretation of existing laws and regulations or our failure to comply with existingexisting legal requirements may harm our business, results of operations and financial condition. We may be required to make large and unanticipated capital expenditures to comply with governmental laws and regulations, such as:

·

lease permit restrictions;

·

drilling bonds and other financial responsibility requirements, such as plug and abandonment bonds;

·

spacing of wells;

·

unitization and pooling of properties;

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lease permit restrictions;

·

safety precautions;

drilling bonds and other financial responsibility requirements, such as plug and abandonment bonds;

·

regulatory requirements; and

spacing of wells;

unitization and pooling of properties;

safety precautions;

regulatory requirements; and

taxation.

·

taxation.

Under these laws and regulations, we could be liable for:

personal injuries;

·

personal injuries;

property and natural resource damages;

·

property and natural resource damages;

well reclamation costs; and

·

well reclamation costs; and

governmental sanctions, such as fines and penalties.

·

governmental sanctions, such as fines and penalties.

Our operations could be significantly delayed or curtailed and our cost of operations could significantly increase as a result of regulatory requirements or restrictions. We are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

Recently approved final rules regulating air emissions from natural gas production operations could cause us to incur increased capital expenditures and operating costs, which may be significant.

On August 16, 2012, the EPA adopted final regulations under the Clean Air Act that, among other things, require additional emissions controls for natural gas and natural gas liquids production, including New Source Performance Standards to address emissions of sulfur dioxide and volatile organic compounds ("VOCs") and a separate set of emission standards to address hazardous air pollutants frequently associated with such production activities. The final regulations require the reduction of VOC emissions from natural gas wells through the use of reduced emission completions or "green completions" on all hydraulically fractured wells constructed or refractured after January 1, 2015. For well completion operations occurring at such well sites before January 1, 2015, the final regulations allow operators to capture and direct flowback emissions to completion combustion devices, such as flares, in lieu of performing green completions. These regulations also establish specific new requirements regarding emissions from dehydrators, storage tanks and other production equipment. On September 23, 2013, the EPA revised the emission requirements for storage tanks emitting certain levels of VOCs requiring a 95% reduction of VOC emissions by April 15, 2014 and April 15, 2015 (depending on the date of construction of the storage tank). Compliance with these requirements could increase our costs of development and production, though we do not expect these requirements to be any more burdensome to us than to other similarly situated companies involved in oil and natural gas exploration and production activities.

Our operations are substantially dependent on the availability of water. Restrictions on our ability to obtain water may have an adverse effect on our financial condition, results of operations and cash flows.

Water is an essential component of both the drilling and hydraulic fracturing processes. Historically, we have been able to purchase water from various sources for use in our operations. In recent years South Texas has experienced the lowest inflows of water in recent history. As a result of this severe drought, some local water districts may begin restricting the use of water subject to their jurisdiction for drilling and hydraulic fracturing in order to protect the local water supply. If we are unable to obtain water to use in our operations from local sources, we may be unable to economically produce oil and natural gas, which could have an adverse effect on our financial condition, results of operations and cash flows.

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Our operations may incur substantial liabilities to comply with environmental laws and regulations.

Our oil and natural gas operations are subject to stringent federal, state and local laws and regulations relating to the release or disposal of materials into the environment and otherwise relating to environmental protection. These laws and regulations:

require the acquisition of one or more permits before drilling commences;

·

require the acquisition of one or more permits before drilling commences;

impose limitations on where drilling can occur and/or requires mitigation before authorizing drilling in certain locations;

·

impose limitations on where drilling can occur and/or requires mitigation before authorizing drilling in certain locations;

restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling and production activities;

·

restrict the types, quantities and concentration of substances that can be released into the environment in connection with drilling and production activities;

require reporting of significant releases, and annual reporting of the nature and quantity of emissions, discharges and other releases into the environment;

·

require reporting of significant releases, and annual reporting of the nature and quantity of emissions, discharges and other releases into the environment;

limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; and

·

limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and other protected areas; and

impose substantial liabilities for pollution resulting from our operations.

·

impose substantial liabilities for pollution resulting from our operations.

Failure to comply with these laws and regulations may result in:

the assessment of administrative, civil and criminal penalties;

·

the assessment of administrative, civil and criminal penalties;

the incurrence of investigatory or remedial obligations; and

·

the incurrence of investigatory and/or remedial obligations; and

the imposition of injunctive relief.

·

the imposition of injunctive relief.

In June 2009 the United States House of Representatives passed the American Clean Energy and Security Act of 2009. A similar bill, the Clean Energy Jobs and American Power Act, introduced in the Senate, did not pass. Both bills contained the basic feature of establishing a “cap and trade” system for restricting greenhouse gas emissions in the United States. Under such a system, certain sources of greenhousegreenhouse gas emissions would be required to obtain greenhouse gas emission “allowances” corresponding to their annual emissions of greenhouse gases. The number of emission allowances issued each year would decline as necessary over time to meet overall emission reduction goals. As the number of greenhouse gas emission allowances declines each year, the cost or value of allowances is expected to escalate significantly. It appears that the prospects for a cap and trade system such as that proposed in these bills have dimmed significantly; however, the EPA has moved ahead with its efforts to regulate GHG emissions from certain sources by rule. The EPA issued Subpart W of the Final Mandatory Reporting of Greenhouse Gases Rule, which required petroleum and natural gas systems that emit 25,000 metric tons of CO2e or more per year to begin collecting GHG emissions data under a new reporting system. We believe we have met all of the reporting requirements under these new regulations. Beyond measuring and reporting, the EPA issued an “Endangerment Finding” under section 202(a) of the Clean Air Act, concluding greenhouse gas pollution threatens the public health and welfare of current and future generations. The EPA has adopted regulations that would require permits for and reductions in greenhouse gas emissions for certain facilities. States in which we operate may also require permits and reductions in GHG emissions.  Since all of our oil and natural gas production is in the United States, these laws or regulations that have been or may be adopted to restrict or reduce emissions of greenhouse gases could require us to incur substantial increased operating costs, and could have an adverse effect on demand for the oil and natural gas we produce.

In June 2010 the Bureau of Land Management issuedbegan implementation of a proposed oil and gas leasing reform. The proposal would require,leasing reform requires, among other things, a more detailed environmental review prior to leasing oil and natural gas resources on federal lands, increased public engagement in the development of Master Leasing Plans prior to leasing areas where intensive new oil and gas development is anticipated, and a comprehensive parcel review process with greater public involvement in the identification of key

36


environmental resource values before a parcel is leased. New leases would incorporate adaptive management stipulations, requiring lessees to monitor and respond to observed environmental impacts,

possibly through the implementation of expensive new control measures or curtailment of operations, potentially reducing profitability. The proposedleasing reform policy could have the effect of reducing the amount of new federal lands made available for lease, increasing the competition for and cost of available parcels.

Changes in environmental laws and regulations occur frequently, and any changes that result in more stringent or costly restrictions on emissions, and/or waste handling, storage, transport, disposal or cleanup requirements could require us to make significant expenditures to reach and maintain compliance and may otherwise have a material adverse effect on our industry in general and on our own results of operations, competitive position or financial condition. Under these environmental laws and regulations, we could be held strictly liable for the removal or remediation of previously released materials or property contamination regardless of whether we were responsible for the release or contamination or if our operations met previous standards in the industry at the time they were performed. Future environmental laws and regulations, including proposed legislation regulating climate change, may negatively impact our industry. The costs of compliance with these requirements may have an adverse impact on our financial condition, results of operations and cash flows.

The enactment of derivatives legislation and regulation could have an adverse effect on our ability to use derivative instruments to reduce the effect of commodity price, interest rate and other risks associated with our business.

On July 21, 2010, new comprehensive financial reform legislation, known as the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank"), was enacted that established federal oversight regulation of over-the-counter derivatives market and entities, such as us, that participate in that market. Dodd-Frank requires the Commodities Futures Trading Commission, or CFTC, the SEC and other regulators to promulgate rules and regulations implementing the new legislation. The final rules adopted under Dodd-Frank identify the types of products and the classes of market participants subject to regulation and will require us in connection with certain derivatives activities to comply with clearing and trade-execution requirements (or take steps to qualify for an exemption from such requirements). In addition, new regulations may require us to comply with margin requirements, although these regulations are not finalized and their application to us is uncertain at this time. Other regulations also remain to be finalized, and the CFTC recently has delayed the compliance dates for various regulations already finalized. As a result, it is not possible at this time to predict with certainty the full effects of Dodd-Frank and CFTC rules on us or the timing of such effects. Dodd-Frank may also require the counterparties to our derivative instruments to spin off some of their derivatives activities to separate entities, which may not be as creditworthy as the current counterparties. Dodd-Frank and associated regulations could significantly increase the cost of derivative contracts from additional recordkeeping and reporting requirements and through requirements to post collateral which could adversely affect our available liquidity. Dodd-Frank could also materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks that we encounter, reduce our ability to monetize or restructure our existing derivative contracts and increase our exposure to less creditworthy counterparties. If we reduce our use of derivatives as a result of Dodd-Frank and associated regulations, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures. Finally, Dodd-Frank was intended, in part, to reduce the volatility of oil and natural gas prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and natural gas. Our revenues could therefore be adversely affected if a consequence of Dodd-Frank is to lower commodity prices. Any of these consequences could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

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Federal and state legislation and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays as well as restrict our access to our oil and gas reserves.

Hydraulic fracturing is an essential and common practice that is used to stimulate production of oil and natural gas from dense subsurface rock formations such as shale and tight sands. We routinely apply hydraulic fracturing techniques in completing our wells. The process involves the injection of water, sand and additives under pressure into a targeted subsurface formation. The water and pressure create fractures in the rock formations, which are held open by the grains of sand, enabling the oil or natural gas to flow to the wellbore. The use of hydraulic fracturing is necessary to produce commercial quantities of oil and natural gas from many reservoirs including the Haynesville shale, Bossier shale, Eagle Ford shale, Tuscaloosa Marine shale, Cotton Valley and other tight natural gas and oil reservoirs. Substantially all of our proved oil and gas reserves that are currently not producing and our undeveloped acreage require hydraulic fracturing to be productive. All of the wells being drilled by us in 2014 utilize hydraulic fracturing in their completion. We estimate we will incur approximately $132.0 million for hydraulic fracturing services in connection with our 2014 drilling and completion program.

The use of hydraulic fracturing in our well completion activities could expose us to liability for negative environmental effects that might occur. Although we have not had any incidents related to hydraulic fracturing operations that we believe have caused any negative environmental effects, we have established operating procedures to respond and report any unexpected fluid discharge which might occur during our operations, including plans to remediate any spills that might occur. In the event that we were to suffer a loss related to hydraulic fracturing operations, our insurance coverage will be net of a  deductible per occurrence and our ability to recover costs will be limited to a total aggregate policy limit of $26.0 million, which may or may not be sufficient to pay the full amount of our losses incurred.

Drilling and completion activities are typically regulated by state oil and natural gas commissions. Our drilling and completion activities are conducted primarily in Louisiana and Texas. Texas adopted a law in June 2012 requiring disclosure to the Railroad Commission of Texas and the public of certain information regarding the components used in the hydraulic-fracturing process. Several proposals are before the United States Congress that, if implemented, would subject the process of hydraulic fracturing to regulation under the Safe Drinking Water Act. At the direction of Congress, the EPA is currently conducting an extensive, multi-year study into the potential effects of hydraulic fracturing on underground sources of drinking water, and the results of that study have the potential to impact the likelihood or scope of future legislation or regulation.

Potential changes to US federal tax regulations, if passed, could have an adverse effect on us.

The United States Congress continues to consider imposing new taxes and repealing many tax incentives and deductions that are currently used by independent oil and gas producers.  Such changes include, but are not limited to:

·

the repeal of the percentage depletion allowance for oil and gas properties;

·

the elimination of current deductions for intangible drilling and development costs;

·

an elimination of the deduction for U.S. oil and gas production activities;

·

an extension of the amortization period for certain geological and geophysical expenditures; and

·

implementation of a fee on non-producing leases located on federal lands.

It is unclear, however, whether any such changes will be enacted or how soon such changes could be effective.  The passage of any legislation containing these or similar changes in U.S. federal income tax law could eliminate or defer certain tax deductions that are currently available with respect to oil and gas

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exploration and development, and any such changes could negatively affect our financial condition and results of operations.  A reduction in operating cash flow could require us to reduce our drilling activities.  Since none of these proposals have yet been included in new legislation, we do not know the ultimate impact they may have on our business.

Our debt service requirements could adversely affect our operations and limit our growth.

We had $798.7 million in debt as of December 31, 2013, and our ratio of total debt to total capitalization was approximately 46%.

Our outstanding debt will have important consequences, including, without limitation:

·

a portion of our cash flow from operations will be required to make debt service payments;

·

our ability to borrow additional amounts for capital expenditures (including acquisitions) or other purposes will be limited; and

·

our debt could limit our ability to capitalize on significant business opportunities, our flexibility in planning for or reacting to changes in market conditions and our ability to withstand competitive pressures and economic downturns.

In addition, future acquisition or development activities may require us to alter our capitalization significantly. These changes in capitalization may significantly increase our debt. Moreover, our ability to meet our debt service obligations and to reduce our total debt will be dependent upon our future performance, which will be subject to general economic conditions and financial, business and other factors affecting our operations, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our indebtedness and to meet other commitments, we will be required to adopt one or more alternatives, such as refinancing or restructuring our indebtedness, selling material assets or seeking to raise additional debt or equity capital. We cannot assure you that any of these actions could be effected on a timely basis or on satisfactory terms or that these actions would enable us to continue to satisfy our capital requirements.

Our bank credit facility contains a number of significant covenants. These covenants will limit our ability to, among other things:

·

borrow additional money;

·

merge, consolidate or dispose of assets;

·

make certain types of investments;

·

enter into transactions with our affiliates; and

·

pay dividends.

Our failure to comply with any of these covenants could cause a default under our bank credit facility and the respective indentures governing our senior notes. A default, if not waived, could result in acceleration of our indebtedness, in which case the debt would become immediately due and payable. If this occurs, we may not be able to repay our debt or borrow sufficient funds to refinance it given the current status of the credit markets. Even if new financing is available, it may not be on terms that are acceptable to us. Complying with these covenants may cause us to take actions that we otherwise would not take or not take actions that we otherwise would take.

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Substantial exploration and development activities could require significant outside capital, which could dilute the value of our common shares and restrict our activities. Also, we may not be able to obtain needed capital or financing on satisfactory terms, which could lead to a limitation of our future business opportunities and a decline in our oil and natural gas reserves.

We expect to expend substantial capital in the acquisition of, exploration for and development of oil and natural gas reserves. In order to finance these activities, we may need to alter or increase our capitalization substantially through the issuance of debt or equity securities, the sale of non-strategic assets or other means. The issuance of additional equity securities could have a dilutive effect on the value of our common shares, and may not be possible on terms acceptable to us given the current volatility in the financial markets. The issuance of additional debt would require that a portion of our cash flow from operations be used for the payment of interest on our debt, thereby reducing our ability to use our cash flow to fund working capital, capital expenditures, acquisitions, dividends and general corporate requirements, which could place us at a competitive disadvantage relative to other competitors. Additionally, if our revenues decrease as a result of lower oil or natural gas prices, operating difficulties or declines in reserves, our ability to obtain the capital necessary to undertake or complete future exploration and development programs and to pursue other opportunities may be limited, which could result in a curtailment of our operations relating to exploration and development of our prospects, which in turn could result in a decline in our oil and natural gas reserves.

We depend on our key personnel and the loss of any of these individuals could have a material adverse effect on our operations.

We believe that the success of our business strategy and our ability to operate profitably depend on the continued employment of M. Jay Allison, Chief Executive Officer, and Roland O. Burns, our President and Chief Financial Officer, and a limited number of other senior management personnel. Loss of the services of Mr. Allison, Mr. Burns or any of those other individuals could have a material adverse effect on our operations.

Our insurance coverage may not be sufficient or may not be available to cover some liabilities or losses that we may incur.

If we suffer a significant accident or other loss, our insurance coverage will be net of our deductibles and may not be sufficient to pay the full current market value or current replacement value of our lost investment, which could result in a material adverse impact on our operations and financial condition. Our insurance does not protect us against all operational risks. We do not carry business interruption insurance. For some risks, we may not obtain insurance if we believe the cost of available insurance is excessive relative to the risks presented. Because third party drilling contractors are used to drill our wells, we may not realize the full benefit of workers’ compensation laws in dealing with their employees. In addition, some risks, including pollution and environmental risks, generally are not fully insurable.

Provisions of our articles of incorporation, bylaws and Nevada law will make it more difficult to effect a change in control of us, which could adversely affect the price of our common stock.

Nevada corporate law and our articles of incorporation and bylaws contain provisions that could delay, defer or prevent a change in control of us. These provisions include:

·

allowing for authorized but unissued shares of common and preferred stock;

·

a classified board of directors;

40


 

allowing for authorized but unissued shares of common and preferred stock;

·

requiring special stockholder meetings to be called only by our chairman of the board, our chief executive officer, a majority of the board or the holders of at least 10% of our outstanding stock entitled to vote at a special meeting;

a classified board of directors;

·

requiring removal of directors by a supermajority stockholder vote;

requiring special stockholder meetings to be called only by our chairman of the board, our chief executive officer, a majority of the board or the holders of at least 10% of our outstanding stock entitled to vote at a special meeting;

·

prohibiting cumulative voting in the election of directors; and

requiring removal of directors by a supermajority stockholder vote;

prohibiting cumulative voting in the election of directors; and

Nevada control share laws that may limit voting rights in shares representing a controlling interest in us.

·

Nevada control share laws that may limit voting rights in shares representing a controlling interest in us.

These provisions could make an acquisition of us by means of a tender offer or proxy contest or removal of our incumbent directors more difficult. As a result, these provisions could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders, whichwhich may limit the price that investors are willing to pay in the future for shares of our common stock.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 3.  LEGAL PROCEEDINGS

We are not a party to any legal proceedings which management believes will have a material adverse effect on our consolidated results of operations or financial condition.

ITEM  4.MINE SAFETY DISCLOSURES

Not applicable.

41


PART II

 

ITEM 5.    MARKETFOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is listed for trading on the New York Stock Exchange under the symbol “CRK.” The following table sets forth, on a per share basis for the periods indicated, the high and low sales prices by calendar quarter for the periods indicated as reported by the New York Stock Exchange.

 

      High   Low 

2011 —

  First Quarter  $31.38    $23.68  
  Second Quarter  $33.00    $26.14  
  Third Quarter  $33.63    $15.40  
  Fourth Quarter  $20.21    $13.69  

2012 —

  First Quarter  $17.79    $11.05  
  Second Quarter  $18.54    $12.56  
  Third Quarter  $20.46    $14.95  
  Fourth Quarter  $21.16    $14.40  

 

 

 

High

 

Low

 

 

 

 

 

 

 

 

2012 –

First Quarter

 

 

$17.79

 

 

$11.05

 

Second Quarter

 

 

$18.54

 

 

$12.56

 

Third Quarter

 

 

$20.46

 

 

$14.95

 

Fourth Quarter

 

 

$21.16

 

 

$14.40

 

 

 

 

 

 

 

 

2013 –

First Quarter

 

 

$18.86

 

 

$12.83

 

Second Quarter

 

 

$18.22

 

 

$14.11

 

Third Quarter

 

 

$18.42

 

 

$14.21

 

Fourth Quarter

 

 

$18.91

 

 

$15.83

As of February 28, 2013,26, 2014, we had 48,303,51747,837,224 shares of common stock outstanding, which were held by 221219 holders of record and approximately 7,9009,000 beneficial owners who maintain their shares in “street name” accounts.

We have never paid cash dividends on our common stock. We presently intend to retain any earnings for the operationstock in 2013 of 12.5¢ per share on June 17, September 16 and expansion of our business and we do not anticipate paying cash dividends in the foreseeable future.December 16, 2013. Any future determination as to the payment of dividends will depend upon the results of our operations, capital requirements, our financial condition and such other factors as our board of directors may deem relevant. In addition,

Our Board of Directors approved an open market share repurchase plan in 2013 which provides for the repurchase of common stock on the open market.  We made various open market purchases of a total of 631,096 shares at an aggregate cost of $9.2 million during 2013 but we are limited under our bank credit facility and by the terms of the indentures for our senior notes from paying or declaring cash dividends.

Duringdid not repurchase any shares during the fourth quarter of 2012, we did not repurchase any2013.

Stockholder Return Performance

A peer group of companies is used by our compensation committee to benchmark our executives’ compensation and to determine total stockholder return performance for purposes of vesting of performance share units granted to executives under our 2009 Long-term Incentive Plan.  Our Prior Peer Group represents those companies previously included in our peer group of companies for benchmarking our executives’ compensation and determining vesting of performance share unit awards made in 2012.  

Prior Peer Group.  Our prior peer group consisted of Bill Barrett Corporation, Cheniere Energy Inc., Cimarex Energy Co., Clayton Williams Energy Inc., Contango Oil & Gas Co., EPL Oil & Gas Inc., Exco Resources Inc., Forest Oil Corp., Newfield Exploration Co., Northern Oil & Gas Inc., PDC Energy Inc., QEP Resources, Inc., SM Energy, Inc., Swift Energy Co., Ultra Petroleum Corp., W&T Offshore Inc., Whiting Petroleum Corp., and WPX Energy, Inc.

New Peer Group. During 2013, our compensation committee engaged a new independent compensation consultant to review our executive compensation plans, including the composition of our equity securities.

peer group.  The compensation consultant recommended that larger peer companies including Newfield Exploration, QEP Resources, Whiting Petroleum and WPX Energy, should be removed from our peer group and smaller companies including Approach Resources, Carrizo Oil & Gas, Kodiak Oil & Gas,

42


Laredo Petroleum, Oasis Petroleum, Quicksilver Resources, Rosetta Resources, and Stone Energy should be added to our peer group.  The compensation committee approved our New Peer Group, which consists of Approach Resources. Inc., Bill Barrett Corporation, Carrizo Oil & Gas Inc., Cimarex Energy Co., Forest Oil Corp., Kodiac Oil & Gas Corp., Laredo Petroleum Holdings Inc., Oasis Petroleum Inc., PDC Energy Inc., Quicksilver Resources Inc., Rosetta Resources Inc., SM Energy, Inc., Stone Energy Corporation, Swift Energy Co., and Ultra Petroleum Corp.

The following graph compares the yearly percentage change in the cumulative total stockholder return on our common stock during the five years ended December 31, 2013 with the cumulative return on the New York Stock Exchange Index, the cumulative return for our New Peer Group, and the cumulative return for our Prior Peer Group.  The graph assumes that $100.00 was invested on the last trading day of 2008, and that dividends, if any, were reinvested.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN(1)(2)

Among Comstock Resources, the NYSE Composite Index,

Our New Peer Group, and our Prior Peer Group

____________

ITEM 6.

(1)

SELECTED FINANCIAL DATA$100 invested on December 31, 2008 in stock or index, including reinvestment of dividends, fiscal year ending December 31.

(2)

The data contained in the above graph is deemed to be furnished and not filed pursuant to Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

 

As of December 31,

 


Total Return Analysis

 

2008

 

 

2009

 

 

2010

 

 

2011

 

 

2012

 

 

2013

 

Comstock Resources

 

$

100.00

 

 

$

85.86

 

 

$

51.98

 

 

$

32.38

 

 

$

32.00

 

 

$

39.63

 

NYSE Composite

 

$

100.00

 

 

$

128.28

 

 

$

145.46

 

 

$

139.87

 

 

$

162.23

 

 

$

204.87

 

New Peer Group

 

$

100.00

 

 

$

165.77

 

 

$

229.92

 

 

$

185.35

 

 

$

146.22

 

 

$

210.24

 

Prior Peer Group

 

$

100.00

 

 

$

168.49

 

 

$

237.26

 

 

$

173.95

 

 

$

142.82

 

 

$

198.94

 

43


ITEM 6.  SELECTED FINANCIAL DATA

The historical financial data presented in the table below as of and for each of the years in the five-year period ended December 31, 20122013 are derived from our consolidated financial statements. The financial results are not necessarily indicative of our future operations or future financial results. The data presented below should be read in conjunction with our consolidated financial statementsstatements and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In 2008,During 2013, we divested all of our interests in offshore operations which were conducted through our subsidiary Bois d’Arc Energy, Inc. (“Bois d’Arc”).West Texas operations. Accordingly, we have adjusted the presentation of selected financial data to reflect the offshorethese operations on a discontinued basis.

Statement of Operations Data:

 

  Year Ended December 31, 

 

Year Ended December 31,

 

  2008 2009 2010 2011 2012 

 

 

2009

 

 

2010

 

 

2011

 

 

2012

 

 

2013

 

  (In thousands, except per share data) 

 

(In thousands, except per share data)

 

Revenues:

      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oil and gas sales

  $563,749   $292,583   $349,141   $434,367   $431,923  

Gain on sale of oil and gas properties

   26,560    213            24,271  
  

 

  

 

  

 

  

 

  

 

 

Oil sales

 

$

39,457

 

 

$

48,848

 

 

$

80,244

 

 

$

181,163

 

$

231,837

 

Natural gas sales

 

 

253,126

 

 

 

300,293

 

 

 

354,123

 

 

 

203,651

 

 

188,453

 

Total oil and gas sales

 

 

292,583

 

 

 

349,141

 

 

 

434,367

 

 

 

384,814

 

 

420,290

 

Gain on sales of oil and gas properties

 

 

213

 

 

 

 

 

 

 

 

 

24,271

 

 

 

 

Total revenues

   590,309    292,796    349,141    434,367    456,194  

 

292,796

 

 

 

349,141

 

 

 

434,367

 

 

 

409,085

 

 

420,290

 

Operating expenses:

      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Production taxes

   20,648    8,643    9,894    3,670    14,021  

 

8,643

 

 

 

9,894

 

 

 

3,670

 

 

 

11,727

 

14,524

 

Gathering and transportation

   3,910    8,696    17,256    28,491    27,312  

 

8,696

 

 

 

17,256

 

 

 

28,491

 

 

 

26,265

 

17,245

 

Lease operating(1)

   62,172    53,560    53,525    46,552    60,620  

 

53,560

 

 

 

53,525

 

 

 

46,552

 

 

 

51,248

 

52,844

 

Exploration

   5,032    907    2,605    10,148    61,449  

 

907

 

 

 

2,605

 

 

 

10,148

 

 

 

61,449

 

33,423

 

Depreciation, depletion and amortization

   182,179    213,238    213,809    290,776    365,286  

 

213,238

 

 

 

213,809

 

 

 

290,776

 

 

 

343,858

 

337,134

 

General and administrative, net

   32,266    39,172    37,200    35,172    33,798  

 

39,172

 

 

 

37,200

 

 

 

35,172

 

 

 

33,798

 

34,767

 

Impairment of oil and gas properties

   922    115    224    60,817    25,368  

 

115

 

 

 

224

 

 

 

60,817

 

 

 

25,368

 

652

 

Loss on sale of oil and gas properties

           26,632    57      
  

 

  

 

  

 

  

 

  

 

 

Loss on sales of oil and gas properties

 

 

 

 

 

26,632

 

 

 

57

 

 

 

 

 

 

2,033

 

Total operating expenses

   307,129    324,331    361,145    475,683    587,854  

 

 

324,331

 

 

 

361,145

 

 

 

475,683

 

 

 

553,713

 

 

 

492,622

 

  

 

  

 

  

 

  

 

  

 

 

Income (loss) from operations

   283,180    (31,535  (12,004  (41,316  (131,660

Operating loss

 

(31,535

)

 

 

(12,004

)

 

 

(41,316

)

 

 

(144,628

)

 

 

(72,332

)

Other income (expenses):

      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of marketable securities

           16,529    35,118    26,621  

 

 

 

 

16,529

 

 

 

35,118

 

 

 

26,621

 

 

7,877

 

Marketable securities impairment

   (162,672                

Realized gain from derivatives

                   9,766  

Unrealized gain from derivatives

                   11,490  

Interest and other income

   1,656    378    499    790    944  

Gains (losses) on derivative financial instruments

 

 

 

 

 

 

 

 

 

 

21,256

 

 

(8,388

)

Loss on early extinguishment of debt

 

 

 

 

 

 

 

(1,096

)

 

 

 

 

(17,854

)

Other income

 

378

 

 

 

499

 

 

 

790

 

 

 

944

 

 

1,059

 

Interest expense

   (25,336  (16,086  (29,456  (42,688  (64,575

 

 

(16,086

)

 

 

(29,456

)

 

 

(41,592

)

 

 

(57,906

)

 

 

(73,242

)

  

 

  

 

  

 

  

 

  

 

 

Total other income (expenses)

   (186,352  (15,708  (12,428  (6,780  (15,754

 

 

(15,708

)

 

 

(12,428

)

 

 

(6,780

)

 

 

(9,085

)

 

 

(90,548

)

  

 

  

 

  

 

  

 

  

 

 

Income (loss) from continuing operations before income taxes

   96,828    (47,243  (24,432  (48,096  (147,414

Benefit from (provision for) income taxes

   (38,611  10,772    4,846    14,624    47,354  
  

 

  

 

  

 

  

 

  

 

 

Income (loss) from continuing operations

   58,217    (36,471  (19,586  (33,472  (100,060

Income (loss) from discontinued operations

   193,745(2)                 
  

 

  

 

  

 

  

 

  

 

 

Loss from continuing operations before income taxes

 

(47,243

)

 

 

(24,432

)

 

 

(48,096

)

 

 

(153,713

)

 

 

(162,880

)

Benefit from income taxes

 

 

10,772

 

 

 

4,846

 

 

 

14,624

 

 

 

50,634

 

 

 

56,157

 

Loss from continuing operations

 

(36,471

)

 

 

(19,586

)

 

 

(33,472

)

 

 

(103,079

)

 

 

(106,723

)

Income from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

3,019

 

 

 

147,752

 

Net income (loss)

  $251,962   $(36,471 $(19,586 $(33,472 $(100,060

 

$

(36,471

)

 

$

(19,586

)

 

$

(33,472

)

 

$

(100,060

)

 

$

41,029

 

  

 

  

 

  

 

  

 

  

 

 

Basic net income (loss) per share:

      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

  $1.27   $(0.81 $(0.43 $(0.73 $(2.16

Discontinued operations

   4.23                  
  

 

  

 

  

 

  

 

  

 

 
  $5.50   $(0.81 $(0.43 $(0.73 $(2.16
  

 

  

 

  

 

  

 

  

 

 

Loss from continuing operations

 

$

(0.81

)

 

$

(0.43

)

 

$

(0.73

)

 

$

(2.22

)

 

$

(2.22

)

Income from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

0.06

 

 

 

3.07

 

Net Income (loss)

 

$

(0.81

)

 

$

(0.43

)

 

$

(0.73

)

 

$

(2.16

)

 

$

0.85

 

Diluted net income (loss) per share:

      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

  $1.26   $(0.81 $(0.43 $(0.73 $(2.16

Discontinued operations

   4.20                  
  

 

  

 

  

 

  

 

  

 

 
  $5.46   $(0.81 $(0.43 $(0.73 $(2.16
  

 

  

 

  

 

  

 

  

 

 

Loss from continuing operations

 

$

(0.81

)

 

$

(0.43

)

 

$

(0.73

)

 

$

(2.22

)

 

$

(2.22

)

Income from discontinued operations

 

 

 

 

 

 

 

 

 

 

 

0.06

 

 

 

3.07

 

Net Income (loss)

 

$

(0.81

)

 

$

(0.43

)

 

$

(0.73

)

 

$

(2.16

)

 

$

0.85

 

Dividends per common share

 

$

 

 

$

 

 

$

 

 

$

 

 

$

0.375

 

Weighted average shares outstanding:

      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

   44,524    45,004    45,561    45,997    46,422  

 

 

45,004

 

 

 

45,561

 

 

 

45,997

 

 

 

46,422

 

 

 

46,553

 

  

 

  

 

  

 

  

 

  

 

 

Diluted

   44,813    45,004(3)   45,561(3)   45,997(3)   46,422(3) 
  

 

  

 

  

 

  

 

  

 

 

Diluted(2)

 

 

45,004

 

 

 

45,561

 

 

 

45,997

 

 

 

46,422

 

 

 

46,553

 

 ____________

(1)

Includes ad valorem taxes.

(2)

Includes gain of $158.1 million, net of income taxes of $85.3 million, from the sale of our offshore operations.
(3)

Basic and diluted weighted average shares are the same due to the net loss.loss from continuing operations.

44


Balance Sheet Data:

 

  As of December 31, 

 

As of December 31,

 

  2008   2009   2010   2011   2012 

 

2009

 

2010

 

2011

 

2012

 

2013

 

  (In thousands) 

 

(In thousands)

 

Cash and cash equivalents

  $6,281    $90,472    $1,732    $8,460    $4,471  

 

$

90,472

 

 

$

1,732

 

 

$

8,460

 

 

$

4,471

 

 

$

2,967

 

Property and equipment, net

   1,444,715     1,576,287     1,816,248     2,509,845     2,470,053  

 

1,576,287

 

 

1,816,248

 

 

2,509,845

 

 

1,958,687

 

 

2,066,735

 

Total assets

   1,577,890     1,858,961     1,964,214     2,639,884     2,567,143  

 

1,858,961

 

 

1,964,214

 

 

2,639,884

 

 

2,569,897

 

 

2,139,398

 

Total debt

   210,000     470,836     513,372     1,196,908     1,324,383  

 

470,836

 

 

513,372

 

 

1,196,908

 

 

1,324,383

 

 

798,700

 

Stockholders’ equity

   1,062,085     1,066,111     1,068,531     1,037,625     933,534  

 

1,066,111

 

 

1,068,531

 

 

1,037,625

 

 

933,534

 

 

952,005

 

Cash Flow Data:

 

  Year Ended December 31, 

 

Year Ended December 31,

 

  2008 2009 2010 2011 2012 

 

2009

 

2010

 

2011

 

2012

 

2013

 

  (In thousands) 

 

(In thousands)

 

Cash flows provided by operating activities from continuing operations

  $450,533   $176,257   $311,662   $284,904   $262,229  

 

$

176,257

 

 

$

311,662

 

 

$

275,433

 

 

$

219,721

 

 

$

268,994

 

Cash flows used for investing activities from continuing operations

   (289,194  (348,777  (440,473  (952,086  (383,720

 

(348,777

)

 

(440,473

)

 

(597,809

)

 

(205,393

)

 

(408,678

)

Cash flows provided by (used for) financing activities from continuing operations

   (452,883  256,711    40,071    673,910    117,502  

 

256,711

 

 

40,071

 

 

673,381

 

 

117,502

 

 

(576,140

)

Cash flows provided by discontinued operations

   292,260                  

Cash flows provided by (used for) operating activities of discontinued operations

 

 

 

 

 

 

 

42,508

 

(7,715

)

Cash flows provided by (used for) investing activities of discontinued operations

 

 

 

 

 

(344,277

)

 

(178,327

)

 

722,035

 

 

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our selected historical consolidated financial data and our accompanying consolidated financial statements and the notes to those financial statements included elsewhere in this report. The following discussion includes forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to suchsuch differences include, but are not limited to, those discussed below and elsewhere in this report, particularly in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Overview

Overview

We are an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas in the United States. We own interests in 1,643 1,535 producing oil and natural gas wells (914.5(821.8 net to us) and we operate 962895 of these wells. In managing our business, we are concerned primarily with maximizing return on our stockholders’ equity. To accomplish this goal, we focus on profitably increasing our oil and natural gas reserves and production.

In 2011, we acquired an undeveloped acreage position and some producing oil wells in Gaines and Reeves Counties in West Texas.  We operated these properties, which we designated as our West Texas region, through May 2013 when we sold all of these properties for total proceeds of $823.1 million.  Accordingly, we are presenting our West Texas operations as discontinued operations in our financial statements for all periods presented.  Unless indicated otherwise, the amounts in the accompanying tables and discussion relate to our continuing operations.

Our future growth will beis driven primarily by acquisition, development and exploration activities. In 20122013 our growth in production and proved reserves was primarily driven by our successful oil focused drilling

45


activities. Under our current drilling budget, we plan to spend approximately $420.0$478.0 million in 20132014 for development and exploration activities, which will primarily be focused on oil projects. We plan to drill 8571 horizontal wells (58.1(47.6 net to us) in 2013,2014, of which 7559 wells (54.5(40.2 net to us) will target oilbe drilled in our Eagleville field in South Texas, and West Texas regions and ten wells (5.6 net to us) wells will target natural gasbe in our Eastnewly acquired acreage in Burleson County, Texas / North Louisiana region.and two wells (1.8 net to us) in our Tuscaloosa Marine shale properties in Mississippi and Louisiana. However, we could increase or decrease the number of wells that we drill depending on oil and natural gas prices. We do not specifically budget for acquisitions as the timing and size of acquisitions are not predictable.

We use the successful efforts method of accounting, which allows only for the capitalization of costs associated with developing proven oil and natural gas properties as well as exploration costs associated with successful exploration activities. Accordingly, our exploration costs consist of costs we incur to acquire and reprocess 3-D seismicseismic data, impairments of our unevaluated leasehold where we were not successful in discovering reserves and the costs of unsuccessful exploratory wells that we drill.

We generally sell our oil and natural gas at current market prices at the point our wells connect to third party purchaser pipelines. We have entered into certain transportation and treating agreements with midstream and pipeline companies to transport a substantial portion of our natural gas production in North Louisiana to long-haul gas pipelines.pipelines. We market our products several different ways depending upon a number of factors, including the availability of purchasers for the product, the availability and cost of pipelines near our wells, market prices, pipeline constraints and operational flexibility. Accordingly, our revenues are heavily dependent upon the prices of, and demand for, oil and natural gas. Oil and natural gas prices have historically been volatile and are likely to remain volatile in the future.

Our operating costs are generally comprised of several components, including costs of field personnel, insurance, repair and maintenance costs, production supplies, fuel used in operations, transportation costs, workover expenses and state production and ad valorem taxes.

Like all oil and natural gas exploration and production companies, we face the constant challenge of replacing our reserves. Although in the past we have offset the effect of declining production rates from existing properties through successful acquisition and drilling efforts, there can be no assurance that we will be able to continue to offset production declines or maintain production at current rates through future acquisitions or drilling activity. Our future growth will depend on our ability to continue to add new reserves in excess of production.

Our operations and facilities are subject to extensive federal, state and local laws and regulations relating to the exploration for, and the development, production and transportation of, oil and natural gas, and operating safety. Future laws or regulations, any adverse changes in the interpretation of existing laws and regulations or our failure to comply with existing legal requirements may have an adverse effect on our business, results of operations and financial condition.condition. Applicable environmental regulations require us to remove our equipment after production has ceased, to plug and abandon our wells and to remediate any environmental damage our operations may have caused. The present value of the estimated future costs to plug and abandon our oil and gas wells and to dismantle and remove our production facilities is included in our reserve for future abandonment costs, which was $18.0$14.5 million as of December 31, 2012.

2013.

46


Results of Operations

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

Our operating data for 2012 and 2013 is summarized below:

 

Year Ended December 31,

 

 

2012

 

 

2013

 

 

Oil & Gas Sales (in thousands):

 

 

 

 

 

 

 

Oil sales

$

181,163

 

 

$

231,837

 

Natural gas sales

 

203,651

 

 

 

188,453

 

     Total oil and gas sales

$

384,814

 

 

$

420,290

 

 

Net Production Data:

 

 

 

 

 

 

 

Natural gas (MMcf)

 

81,762

 

 

 

55,694

 

Oil (MBbls)

 

1,792

 

 

 

2,314

 

Natural gas equivalent (MMcfe)

 

92,515

 

 

 

69,577

 

 

Average Sales Price:

 

 

 

 

 

 

 

Oil ($/Bbl)

 

$101.09

 

 

 

$100.20

 

Natural gas ($/Mcf)

 

$2.49

 

 

 

$3.38

 

Average equivalent price ($/Mcfe)

 

$4.16

 

 

 

$6.04

 

 

Expenses ($ per Mcfe):

 

 

 

 

 

 

 

Production taxes

 

$0.13

 

 

 

$0.21

 

Gathering and transportation

 

$0.28

 

 

 

$0.25

 

Lease operating(1)

 

$0.55

 

 

 

$0.76

 

Depreciation, depletion and amortization(2)

 

$3.76

 

 

 

$4.83

 

 ____________

(1)

Includes ad valorem taxes.

(2)

Represents depreciation, depletion and amortization of oil and gas properties only.

Oil and gas sales.   Our oil and gas sales increased $35.5 million (9%) in 2013 to $420.3 million from $384.8 million in 2012. Oil sales in 2013 increased by $50.7 million (28%) from 2012 while our natural gas sales decreased by $15.2 million (8%) from 2012. The increase in oil sales was attributable to the 29% growth in oil production offset by a 1% decrease in our realized oil prices in 2013.  Our drilling activity in the Eagleville field in South Texas generated the oil production growth.  With limited drilling in our natural gas properties in 2013, our natural gas production fell by 32% from 2012 while our realized natural gas prices increased by 36%.

Production taxes.   Production taxes increased $2.8 million or 24% to $14.5 million in 2013 from $11.7 million in 2012. The increase in 2013 is due to the 28% growth in our oil sales during the year. Much of our natural gas sales in 2012 and 2013 qualified for exemption from state production taxes.

Gathering and transportation.   Gathering and transportation costs in 2013 decreased $9.1 million (34%) to $17.2 million as compared to $26.3 million in 2012 due to the lower natural gas volumes that we produced in North Louisiana in 2013.

Lease operating expenses.   Our lease operating expenses, including ad valorem taxes, of $52.8 million in 2013 were $1.6 million or 3% higher than our operating expenses of $51.2 million in 2012. Our lease operating expense per Mcfe produced increased by 38% to $0.76 per Mcfe in 2013 as compared to $0.55 per Mcfe in 2012. The increase in operating costs mainly reflects our growing oil production. Our oil wells are typically more costly to operate than our natural gas wells. Oil production comprised 20% of

47


our total production in 2013 as compared to 12% in 2012. The increase in the per unit costs is largely attributable to the lower production on a Mcfe basis.  Much of our operating costs are fixed in nature.

Exploration expense.   We incurred $33.4 million in exploration expense in 2013 as compared to $61.4 million in 2012. Exploration expense in 2013 consisted of $33.0 million of impairments of unevaluated leasehold costs and $0.4 million for the acquisition of seismic data. Our 2012 exploration cost consisted of $61.3 million of impairments of unevaluated leasehold costs and $0.1 million for the acquisition of seismic data.

Depreciation, depletion and amortization expense (“DD&A”).   DD&A of $337.1 million decreased by $6.8 million (2%) from DD&A of $343.9 million in 2012. Our DD&A rate per Mcfe produced averaged $4.83 in 2013 as compared to $3.76 for 2012. The decrease in DD&A primarily resulted from the decline in our natural gas production during 2013, which was partially offset by the increased development costs per Mcfe associated with the oil wells drilled in 2013 and the reduction in proved undeveloped natural gas reserves recognized in 2012 which increased our per unit DD&A rate on our natural gas properties.

General and administrative expenses.   General and administrative expense of $34.8 million for 2013 was 3% higher than general and administrative expense of $33.8 million for 2012. Stock based compensation decreased by $0.9 million to $12.8 million in 2013 as compared to $13.7 million in 2012.

Impairment of oil and gas properties.   We recorded impairments to our oil and gas properties of $0.7 million and $25.4 million in 2013 and 2012, respectively. These impairments relate to fields where an impairment was indicated based on estimated future net cash flows from the properties.

Gains (losses) from derivative financial instruments.  We utilized oil price swaps to manage our exposure to oil prices and protect returns on investment from our drilling activities in 2012 and 2013.  Gains (losses) on derivative financial instruments were a loss of $8.4 million in 2013 and a gain of $21.3 million in 2012.  Our total net cash received from derivative financial instruments was $2.3 million in 2013 and $9.8 million in 2012.  The following table presents our crude oil equivalent prices before and after the effect of cash settlements of our derivative financial instruments:

Average Realized Oil Price:

2012

 

 

2013

 

Oil, per barrel

 

$101.09

 

 

 

$100.20

 

Cash settlements on derivative financial instruments, per barrel

 

5.44

 

 

 

0.99

 

Price per barrel, including cash settlements on
  derivative financial instruments

 

$106.53

 

 

 

$101.19

 

Interest expense.   Interest expense increased $15.3 million (26%) to $73.2 million in 2013 from interest expense of $57.9 million in 2012. The increase was primarily related to a reduction in the interest we capitalized in 2013.  We capitalized interest of $4.7 million and $20.9 million in 2013 and 2012, respectively, which reduced interest expense.  We had interest expense allocated to discontinued operations of $8.4 million and $16.3 million in 2013 and 2012, respectively, of which $2.0 million and $9.6 million, respectively, was capitalized. Average borrowings under our bank credit facility decreased to $201.5 million in 2013 as compared to $482.7 million for 2012 and the average interest rate on the outstanding borrowings under our credit facility of 2.6% in 2013 was lower than the interest rate of 3.0% in 2012. Interest expense related to our outstanding senior notes increased by 11% due to the issuance of 9½% senior notes in June 2012 offset in part the redemption of 8⅜% senior notes in November 2013.

Income taxes.   The benefit from income taxes from continuing operations increased in 2013 to $56.2 million from $50.6 million in 2012 due to the higher net loss from continuing operations in 2013. Our

48


effective tax rate of 34.5% in 2013 and 32.9% in 2012 differed from the federal income tax rate of 35% primarily due to the effect of nondeductible compensation and state income taxes.

Net income.   We reported a loss from continuing operations of $106.7 million or $2.22 per share for 2013 as compared to a loss of $103.1 million or $2.22 per share for 2012. The loss in 2013 included impairments of proved and unproved properties of $33.6 million ($21.9 million after income taxes), loss on early extinguishment of debt of $17.9 million ($11.6 million after income taxes), losses on our oil derivatives of $8.4 million ($5.5 million after income taxes) and losses on sales of properties of $2.0 million ($1.3 million after income taxes) which were offset in part by gains on sales of marketable securities of $7.9 million ($5.1 million after income taxes). The loss in 2012 included impairments of proved and unproved properties of $86.7 million ($56.3 million after income taxes) which were offset in part by gains on sales of properties of $24.3 million ($15.8 million after income taxes), sales of marketable securities of $26.6 million ($17.3 million after income taxes) and gains on our oil derivatives of $21.3 million ($13.8 million after tax).

Net income from discontinued operations for 2013 of $147.8 million, or $3.07 per share, included a gain on the sale of our West Texas oil and gas properties of $230.0 million ($148.6 million after income taxes).  Excluding the gain, the net loss from discontinued operations for the year ended December 31, 2013 was $0.8 million as compared to net income of $3.0 million for the year ended December 31, 2012.

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Our operating data for 2011 and 2012 is summarized below:

 

Year Ended December 31,

 

  Year Ended
December 31,
 

2011

 

 

2012

 

  2011   2012 

Oil & Gas Sales (in thousands):

 

 

 

 

 

 

 

Oil sales

$

  80,244

 

 

$

181,163

 

Natural gas sales

 

354,123

 

 

 

203,651

 

Total oil and gas sales

$

434,367

 

 

$

384,814

 

Net Production Data:

    

 

 

 

 

 

 

 

Natural gas (MMcf)

   90,593     82,490  

 

90,593

 

 

 

81,762

 

Oil (MBbls)

   838     2,309  

 

838

 

 

 

1,792

 

Natural gas equivalent (MMcfe)

   95,622     96,345  

 

95,622

 

 

 

92,515

 

Average Sales Price:

    

 

 

 

 

 

 

 

Oil ($/Bbl)

   $95.73     $96.95  

 

$95.73

 

 

 

$101.09

 

Oil including hedging ($/Bbl)(1)

   $95.73     $101.18  

Natural gas ($/Mcf)

   $3.91     $2.52  

 

$3.91

 

 

 

$2.49

 

Average equivalent price ($/Mcfe)

   $4.54     $4.48  

 

$4.54

 

 

 

$4.16

 

Average equivalent price including hedging ($/Mcfe)(1)

   $4.54     $4.58  

Expenses ($ per Mcfe):

    

 

 

 

 

 

 

 

Production taxes

   $0.04     $0.15  

 

$0.04

 

 

 

$0.13

 

Gathering and transportation

   $0.30     $0.28  

 

$0.30

 

 

 

$0.28

 

Lease operating(2)

   $0.48     $0.63  

Depreciation, depletion and amortization(3)

   $3.00     $3.83  

Lease operating(1)

 

$0.48

 

 

 

$0.55

 

Depreciation, depletion and amortization(2)

 

$3.00

 

 

 

$3.76

 

____________

(1)

Includes realized gains from derivatives of $9.8 million in 2012.
(2)

Includes ad valorem taxes.

(3)

(2)

Represents depreciation, depletion and amortization of oil and gas properties only.

Oil and gas sales. Our oil and gas sales decreased $2.5$49.6 million (1%(11%) in 2012 to $431.9$384.8 million from sales of $434.4 million in 2011. Our oil production in 2012 increased by 175%114% while our natural gas production decreased by 9%10% from our 2011 production levels. On an equivalent unit basis, our production in 2012 increaseddecreased by 1%3% over 2011. Our successful drilling program grew our oil production which offset the decline in natural gas production. Prices realized for oil sales increased by 1%6% in 2012 as

49


compared to 2011 while the average price we realized for natural gas sales decreased by 36% in 2012 as compared to 2011. Our oil hedging program generated $9.8 million in realized gains in 2012. Including the results of our hedging program, our average oil price in 2012 of $101.18 increased 6% above last year’s average price.

Production taxes.   Production taxes increased $10.3$8.0 million or 282%220% to $14.0$11.7 million in 2012 from $3.7 million in 2011. The increase in 2012 is due to the significant growth in our oil sales during the year. Much of our natural gas sales in 2011 and 2012 qualifyqualified for exemption from state production taxes.

Gathering and transportation. Gathering and transportation costs in 2012 decreased $1.2$2.2 million (4%(8%) to $27.3$26.3 million as compared to $28.5 million in 2011 due to the lower natural gas volumes that we produced in North Louisiana in 2012.

Lease operating expenses.   Our lease operating expenses, including ad valorem taxes, of $60.6$51.2 million in 2012 were $14.0$4.6 million or 30%10% higher than our operating expenses of $46.6 million in 2011. Our lease operating expense per Mcfe produced increased by 29%15% to $1.06$0.55 per Mcfe in 2012 as compared to $0.82$0.48 per Mcfe in 2011. The increase mainly reflects our growing oil production. Our oil wells are typically more costly to operate than our natural gas wells. Oil production comprised 14%12% of our total production in 2012 as compared to 5% in 2011.

Exploration expense.   We incurred $61.4 million in exploration expense in 2012 as compared to $10.1 million in 2011. Exploration expense in 2012 consisted of $61.3 million of impairments of unevalu

unevaluatedated leasehold costs and $0.1 million for the acquisition of seismic data. Our 2011 exploration cost consisted of $9.8 million of impairments of unevaluated leasehold costs and $0.3 million for the acquisition of seismic data.

Depreciation, depletion and amortization expense (“DD&A”).&A.   DD&A of $365.3$343.9 million was an increase of $74.5$53.1 million (26%(18%) over DD&A of $290.8 million in 2011. Our DD&A rate per Mcfe produced averaged $3.83$3.76 in 2012 as compared to $3.00 for 2011. The increase in DD&A primarily resulted from increased development costs per Mcfe associated with the oil wells drilled in 2012, and the substantial decline in our proved natural gas reserves due to the low natural gas prices in 2012.

Impairment of oil and gas properties.    We recorded impairments to our oil and gas properties of $25.4 million and $60.8 million in 2012 and 2011, respectively. These impairments relate to fields where an impairment was indicated based on estimated future cash flows from the properties.

General and administrative expenses.   General and administrative expense of $33.8 million for 2012 was 4% lowerlower than general and administrative expense of $35.2 million for 2011. The decrease primarily reflects lower stock based compensation in 2012. Stock based compensation decreased by $1.3 million to $13.7 million in 2012 as compared to $15.0 million in 2011.

Impairment of oil and gas properties.   We recorded impairments to our oil and gas properties of $25.4 million and $60.8 million in 2012 and 2011, respectively. These impairments relate to fields where an impairment was indicated based on estimated future cash flows from the properties.

Interest expense.Interest expense increased $21.9$16.3 million (51%(39%) to $64.6$57.9 million in 2012 from interest expense of $42.7$41.6 million in 2011. The increase was primarily related to the increase in outstanding debt during 2012 including the issuance of $300.0 million in senior notes in June 2012. Average borrowings under our bank credit facility increased to $482.7 million in 2012 as compared to $121.4 million for 2011. The average interest rate on the outstanding borrowings under our credit facility of 3.0% in 2012 was higher than the interest rate of 2.2% in 2011. We capitalized interest of $20.9 million and $13.2 million in 2012 and 2011, respectively, which amounts reduced interest expense. Interest expense allocated to discontinued operations was $16.3 million in 2012, of which $9.6 million was capitalized.  No interest was allocated to discontinued operations in 2011.

50


Derivative financial instruments.  We utilize oil price swaps to manage our exposure to commodity prices and protect returns on investment from our drilling activities.  We had gains on derivative financial instruments of $21.3 million and cash receipts on derivative financial instruments of $9.8 million in 2012.  We had no derivative financial instruments during 2011.  The following table presents our crude oil equivalent prices before and after the effect of cash settlements of our derivative financial instruments:

Average Realized Oil Price:

2011

 

 

2012

 

Oil, per barrel

 

$95.73

 

 

 

$101.09

 

Cash settlements on derivative financial instruments, per barrel

 

 

 

 

5.44

 

Price per barrel, including cash settlements on
  derivative financial instruments

 

$95.73

 

 

 

$106.53

 

Income taxes.   The benefit from income taxes increased in 2012 to $47.4$50.6 million from $14.6 million in 2011 due to the higher net loss in 2012. Our effective tax rate of 32%32.9% in 2012 and 30%30.4% in 2011 differed from the federal income tax rate of 35% primarily due to the effect of nondeductible compensation and state income taxes.

Net loss.   We reported a loss from continuing operations of $100.1$103.1 million  or $2.22 per share for 2012 as compared to a loss of $33.5 million or $0.73 per share for 2011. The loss per share for 2012 was $2.16 on weighted average shares outstanding of 46.4 million as compared to a loss per share of $0.73 for 2011 on weighted average shares outstanding of 46.0 million. The loss in 2012 was primarily related to the increase in DD&A expense andincluded impairments of proved and unproved properties of $86.7$86.7 million ($56.3 million after income taxes) which were offset in part by gains on sales of properties of $24.3 million ($15.8 million after income taxes) and sales of marketable securities of $26.6 million ($17.3 million after income taxes) and also unrealized gains on our oil derivatives of $11.5$21.3 million ($7.513.8 million after tax). The loss in 2011 was primarily related to theincluded impairments to proved and unproved properties in 2011 of $70.6 million ($45.9 million after income taxes) and a loss on early extinguishment of debt of $1.1 million ($0.7 million after tax) offset in part by gains on sales of marketable securities of $35.1 million ($22.8 million after income taxes).

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Our operating data  Net income from discontinued operations for 2010 and 2011 is summarized below:

   Year Ended
December 31,
 
   2010   2011 

Net Production Data:

    

Natural gas (MMcf)

   68,973     90,593  

Oil (MBbls)

   715     838  

Natural gas equivalent (MMcfe)

   73,262     95,622  

Average Sales Price:

    

Oil ($/Bbl)

   $68.35     $95.73  

Natural gas ($/Mcf)

   $4.35     $3.91  

Average equivalent price ($/Mcfe)

   $4.77     $4.54  

Expenses ($ per Mcfe):

    

Production taxes

   $0.14     $0.04  

Gathering and transportation

   $0.24     $0.30  

Lease operating(1)

   $0.72     $0.48  

Depreciation, depletion and amortization(2)

   $2.91     $3.00  

(1)Includes ad valorem taxes.
(2)Represents depreciation, depletion and amortization of oil and gas properties only.

Oil and gas sales.    Our oil and gas sales increased $85.3 million (24%) in 2011 to $434.4 million from sales of $349.1 million in 2010. This increase resulted from higher natural gas production and higher prices realized for oil sales in 2011. Our production in 2011 increased by 31% over 2010’s production as production from new wells drilled in South Texas targeting the Eagle Ford shale and in North Louisiana targeting the Haynesville/Bossier shales exceeded declines from our existing producing properties. Prices realized for oil sales increased by 40% in 2011 as compared to 2010 while the average price we realized for natural gas sales decreased by 10% in 2011 as compared to 2010. During 2011 we drilled 87 wells (47.7 net to us), 62 of which were Haynesville or Bossier shale horizontal wells and 20 of which were Eagle Ford shale horizontal wells. At December 31, 2011 we had 23 wells (15.5 net to us) that were drilled in 2011 awaiting completion.

Production taxes.    Production taxes decreased $6.2 million (63%) to $3.7 million in 2011 from $9.9 million in 2010. Our Haynesville and Bossier shale wells, which comprise a large percentage of our production, qualify for exemption from certain state production taxes. The exempt wells together with the lower natural gas prices account for the decrease.

Gathering and transportation.    Gathering and transportation costs in 2011 increased $11.2 million (65%) to $28.5 million as compared to $17.3 million in 2010 due to the transportation costs related to the higher production from our Haynesville/Bossier shale properties in North Louisiana.

Lease operating expenses.    Our lease operating expenses, including ad valorem taxes, of $46.6 million in 2011 were $6.92012 was $3.0 million or 13% lower than our operating expenses of $53.5 million in 2010. Our lease operating expense$0.06 per Mcfe produced decreased by 33% to $0.48 per Mcfe in 2011 as compared to $0.72 per Mcfe in 2010. The decreases in lease operating expenses are primarily due to the sale of our higher operating cost properties in Mississippi in 2010.share.

Exploration expense.    We incurred $10.1 million in exploration expense in 2011 as compared to $2.6 million in 2010. Exploration expense in 2011 consisted of $9.8 million of impairments of unevaluated leasehold costs and $0.3 million for the acquisition of seismic data. Our 2010 exploration cost primarily related to costs incurred for the acquisition of seismic data.

DD&A. DD&A of $290.8 million increased $77.0 million (36%) as compared to DD&A of $213.8 million in 2010. Our DD&A rate per Mcfe produced averaged $3.00 in 2011 as compared to $2.91 for 2010. The increase in DD&A primarily resulted from our 31% growth in production in 2011.

Impairment of oil and gas properties.    We recorded impairments to our oil and gas properties of $60.8 million and $0.2 million in 2011 and 2010, respectively. These impairments relate to fields where an impairment was indicated based on estimated future cash flows from the properties. The 2011 impairment is a result of lower anticipated natural gas prices.

General and administrative expenses.    General and administrative expense of $35.2 million for 2011 was 5% lower than general and administrative expense of $37.2 million for 2010. The decrease primarily reflects our lower personnel costs in 2011. Stock based compensation decreased by $2.4 million to $15.0 million in 2011 as compared to $17.4 million in 2010.

Interest expense.    Interest expense increased $13.2 million (45%) to $42.7 million in 2011 from interest expense of $29.5 million in 2010. The increase was primarily related to the increase in outstanding debt during 2011 including the issuance of $300.0 million in senior notes in March 2011. Average borrowings under our bank credit facility increased to $121.4 million in 2011 as compared to $70.0 million for 2010. The average interest rate on the outstanding borrowings under our credit facility of 2.2% in 2011 was unchanged from 2010. We capitalized interest of $13.2 million and $13.0 million in 2011 and 2010, respectively, which reduced interest expense. Interest expense in 2011 includes $1.1 million for the early retirement of our 6 7/8% senior notes which were due in March 2012.

Income taxes.    The benefit from income taxes increased in 2011 to $14.6 million from $4.8 million in 2010 due to the higher net loss in 2011. Our effective tax rate of 30% in 2011 and 20% in 2010 differed from the federal income tax rate of 35% primarily due to the effect of nondeductible compensation and state income taxes.

Net loss.    We reported a loss of $33.5 million for 2011 as compared to a loss of $19.6 million for 2010. The loss per share for 2011 was $0.73 on weighted average shares outstanding of 46.0 million as compared to a loss per share of $0.43 for 2010 on weighted average shares outstanding of 45.6 million. The loss in 2011 was primarily related to the impairments to proved and unproved properties in 2011 of $70.6 million ($45.9 million after income taxes) offset in part by gains on sales of marketable securities of $35.1 million ($22.8 million after income taxes). The loss in 2010 was primarily related to the loss on our divestiture of oil and gas properties in Mississippi of $25.8 million ($16.8 million after income taxes).

Liquidity and Capital Resources

Funding for our activities has historically been provided by our operating cash flow, debt or equity financings and asset dispositions. Our net cashFor 2013, our primary source of funds was proceeds from sales of assets of $836.6 million, including the proceeds from the sale of our West Texas properties.  Cash provided by operating activities from continuing operations in 2013 of $269.0 million increased $49.3 million (22%) from $219.7 million in 2012.  In 2012, totaled $262.2 million. Our other primary sources of funds in 2012 included $285.9 million of net proceeds from a senior notes offering and $204.4 million from sales of assets. In 2011, our net cash flow provided by operating activities of continuing operations totaled $284.9$219.7 million, while our other primary sources of funds included $293.4$285.9 million of net proceeds from a senior notes offering and $179.6 million from sales of assets. In 2011, our cash flow provided by operating activities from continuing operations totaled $275.4 million. Our other primary source of funds in 2011 included $293.4 million of proceeds from a senior note offering, $555.0 million of borrowings under our bank credit facility and $53.4 million of proceeds from sales of marketable securities. In 2010, our net cash flow provided by operating activities from continuing operations totaled $311.7 million. Our other primary source of funds in 2010 was $96.9 million of net proceeds from sales of oil and gas properties and marketable securities and $45.0 million of borrowings under our bank credit facility.

Our cash flow from operating activities from continuing operations in 20122013 of $262.2$269.0 million represented a decreasean increase of $22.7$49.3 million (22%) from our cash from operating activities of $284.9$219.7 million in 2011.2012. Cash flow from

continuing operations excluding changes in working capital accounts of $261.3was $249.3 million in 2013 and was 7% higher than 2012 due to increased revenues related to the increased oil production and higher natural gas prices in 2013. Our cash flow from operating activities from continuing operations in 2012 decreased by $36.3$55.7 million or 12%to $219.7 million as compared to $297.6$275.4 million in 2011 primarily due to the lower revenues we received because of the decline inrelated to lower natural gas prices duringin 2012 which was partially offset by higher oil production. Our cash flow from operating activities in 2011 decreased by $26.8 million to $284.9 million as compared to $311.7 million in 2010 primarily due to changes in working capital at the end of 2011.

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Our primary need for capital, in addition to funding our ongoing operations, relates to the acquisition, development and exploration of our oil and gas properties and the repayment of our debt. During 20122013 our capital expenditures of $550.6$480.9 million decreasedincreased by $497.1$132.7 million as compared to 20112012 capital expenditures of $1.0 billion$348.2 million due primarily to the acquisitions of provedoil and unprovedgas properties we made in 2011. Capital expenditures in2013. In 2012, include $70.9 million spent to complete wells drilled in 2011. In 2011, our capital expenditures of $1.0 billion increased$348.2 million decreased by $502.0$346.0 million as compared to 20102011 capital expenditures of $545.7$694.2 million, mainly due to the acquisitionlower spending on acquisitions of oil and gas properties in 2011.2011 and lower natural gas directed drilling activity.  During 2013 we also reduced our debt outstanding by $530.0 million through the early extinguishment of our 83/8% senior notes and a reduction in the amounts outstanding under our bank credit facility, primarily using funds generated from the sale of our West Texas properties.

Our annual capital expenditure activity related to our continuing operations is summarized in the following table:

 

  Year Ended December 31, 

Year Ended December 31,

 

  2010   2011   2012 

2011

 

 

2012

 

 

2013

 

  (In thousands) 

 

(In thousands)

 

Exploration and development:

      

 

 

 

 

 

 

 

 

 

 

 

Acquisitions of proved oil and gas properties

  $    $218,661    $3,235  

$

16,879

 

 

$

 

 

$

6,450

 

Acquisitions of unproved oil and gas properties

   134,728     255,699     29,677  

 

103,945

 

 

13,742

 

 

130,113

 

Developmental leasehold costs

   3,208     798     2,157  

 

798

 

 

2,157

 

 

461

 

Development drilling

   305,410     483,816     504,482  

 

483,816

 

 

321,924

 

 

338,030

 

Exploratory drilling

   85,140     82,028     5,317  

 

82,028

 

 

5,317

 

 

 

Workovers and recompletions

   5,648     6,516     3,728  

 

6,516

 

 

 

3,728

 

 

 

5,559

 

  

 

   

 

   

 

 

 

693,982

 

 

346,868

(1)

 

 

480,613

(2)

   534,134     1,047,518     548,596(1) 

Other

   11,516     225     1,984  

 

225

 

 

 

1,311

 

 

 

260

 

  

 

   

 

   

 

 

Total

  $   545,650    $   1,047,743    $550,580(1) 

$

694,207

 

 

$

348,179

(1)

 

$

480,873

(2)

  

 

   

 

   

 

 

____________

(1)

(1)

Excludes reimbursements from joint venture partner for preformation well costs of $23.8 million.million in 2012.

(2)

Net of reimbursements received from joint venture partner of $51.5 million in 2013.

The timing of most of our capital expenditures is discretionary because we have no material long-term capital expenditure commitments except for contracted drilling and completion services. Consequently, we have a significant degree of flexibility to adjust the level of our capital expenditures as circumstances warrant. We currently expect to spend approximately $445.0$478.0 million in 2014 for development and exploration projects and lease acquisitions, in 2013, which will be funded primarily by cash flows from operating activities proceeds from asset sales and borrowings under our bank credit facility. Our operating cash flow and, therefore, our capital expenditures are highly dependent on oil and natural gas prices and,that we realize in particular, natural gas prices.2014.

We do not have a specific acquisition budget for 20132014 because the timing and size of acquisitions are unpredictable. Smaller acquisitions will generally be funded from operating cash flow. With respect to significant acquisitions, weWe intend to use borrowings under our bank credit facility, or other debt or equity financings to the extent available, to finance such acquisitions. The availability and attractiveness of these sources of financing will depend upon a number of factors, some of which will relate to our financial condition and performance and some of which will be beyond our control, such as prevailing interest rates, oil and natural gas prices and other market conditions. Lack of access to the debt or equity markets due to general economic conditions could impede our ability to complete acquisitions.

We have a $850.0 million$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 30, 2015.

22, 2018. Indebtedness under the bank credit facility is secured by all of our and our wholly owned subsidiaries’ assets and is guaranteed by all of our wholly owned subsidiaries. The bank credit facility is subject to borrowing base availability, which is redetermined semiannually based on the banks’ estimates of the future net cash flows of our oil and natural gas properties. As of December 31, 2012,2013, the borrowing base was $570.0 million, $130.0$625.0 million, of which $415.0 million

52


was available. The borrowing base may be affected by the performance of our properties and changes in oil and natural gas prices. The determination of the borrowing base is at the sole discretion of the administrative agent and the bank group. Borrowings under the bank credit facility bear interest, based on the utilization of the borrowing base, at our option at either (1) LIBOR plus 1.75%1.5% to 2.75%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 0.75%0.5% to 1.75%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 $50.0$120.0 million per year, limit the amount of consolidated debt that we may incur and limit our ability to make certain loans and investments. The only financial covenants are the maintenance of a leverage ratio of current assets, includingand the availability under the bank credit facility, to current liabilities and maintenance of a leveragean interest coverage ratio. We were in compliance with these covenants as of December 31, 2012.2013.

We haveAt December 31, 2012 we had $300.0 million in principal amount of 83/8% senior notes outstanding which are duewith a maturity date of October 15, 2017 (the "2017 Notes").  In June 2013, we repurchased $2.2 million in principal amount of the 2017 Notes at 103.3% of the par value and on September 13, 2013, we called all of the remaining 2017 Notes at the call price of 104.2% of par value for redemption on October 15, 2013.  The redemption amount of $310.2 million was funded with cash on hand of $210.2 million and borrowings under our bank credit facility.  As a result of this redemption, we recognized a loss on early extinguishment of debt, before income taxes, of approximately $17.9 million comprised of the premium paid for the redemption, the costs incurred related to the redemption and the write-off of unamortized debt issuance costs, including original issuance discount.  

We have $300.0 million of 73/4% 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.  We also have $300.0 million of 91/2% senior notes outstanding(the “2020 Notes”) which are due on June 15, 2020. All senior notes have semi-annual2020 and bear interest payment obligations,which is payable semi-annually on each June 15 and December 15.  The 2019 and 2020 Notes are unsecured obligations andwhich are guaranteed by all of our material subsidiaries. Such subsidiary guarantors are 100% owned and all of the guarantees are full and unconditional and joint and several obligations. As of December 31, 2013, we had no material assets or operations which are independent of our subsidiaries. There are no restrictions on our ability to obtain funds from our subsidiaries through dividends or loans.

On January 1, 2011, we had $172.0 million in principal amount of 67/8% senior notes outstanding due in 2012 (the “2012 Notes”). We redeemed all of the 2012 Notes in 2011 for $172.4 million. The early extinguishment of the 2012 Notes resulted in a loss of $1.1 million. This loss is comprised of the premium paid for the redemption of the 2012 Notes, the costs incurred related to the tender offer, and the write-off of unamortized debt issuance costs related to the 2012 Notes.

We believe that our cash flow from operations and available borrowings under our bank credit facility will be sufficient to fund our operations and future growth as contemplated under our current business plan. However, if our plans or assumptions change or if our assumptions prove to be inaccurate, we may be required to seek additional capital. We cannotcannot provide any assurance that we will be able to obtain such capital, or if such capital is available, that we will be able to obtain it on acceptable terms.

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The following table summarizes our aggregate liabilities and commitments by year of maturity:

 

  2013 2014 2015 2016 2017 Thereafter Total 

2014

 

2015

 

2016

 

2017

 

2018

 

Thereafter

 

 

Total

 

  (In thousands) 

(In thousands)

 

Bank credit facility

  $   $   $440,000   $   $   $   $440,000  

$

 

 

$

 

 

$

 

 

$

 

 

$

210,000

 

 

$

 

 

$

210,000

 

8 3/8% senior notes

                   300,000        300,000  

7 3/4% senior notes

                       300,000    300,000  

 

 

 

 

 

 

 

 

 

 

 

 

300,000

 

 

 

300,000

 

9 1/2% senior notes

                       300,000    300,000  

 

 

 

 

 

 

 

 

 

 

 

 

300,000

 

 

 

300,000

 

Interest on debt

   88,843    88,843    87,846    76,875    71,641    99,126    513,174  

 

55,782

 

 

55,782

 

 

 

55,782

 

 

55,782

 

 

55,356

 

47,376

 

 

 

325,860

 

Operating leases

   1,983    2,012    2,038    1,994    2,021    6,740    16,788  

 

1,955

 

 

1,994

 

 

 

1,993

 

 

2,021

 

 

2,060

 

4,680

 

 

 

14,703

 

Natural gas transportation agreements

   9,416    6,840    4,074    1,696    1,277    1,968    25,271  

 

7,874

 

 

5,112

 

 

 

2,201

 

 

1,781

 

 

1,697

 

691

 

 

 

19,356

 

Contracted drilling services

   31,149    20,112    14,030                65,291  

 

31,136

 

 

 

13,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

44,890

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

$

96,747

 

 

$

76,642

 

 

$

59,976

 

 

$

59,584

 

 

$

269,113

 

 

$

652,747

 

 

$

1,214,809

 

  $     131,391   $      117,807   $      547,988   $     80,565   $      374,939   $     707,834   $ 1,960,524  
  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Future interest costs are based upon the effective interest rates of our outstanding senior notes and the December 31, 20122013 rate for our bank credit facility.

We have obligations to incur future payments for dismantlement, abandonment and restoration costs of oil and gas properties. These payments are currently estimated to be incurred primarily after 2017.2018. We record a separate liability for the fair value of these asset retirement obligations, which totaled $18.0$14.5 million as of December 31, 2012.2013.

Federal Taxation

Federal Taxation

At December 31, 20122013 we had U.S. federal net operating loss carryforwards of approximately $192.3$80.2 million and Louisiana state net operating loss carryforwards of approximately $536.4$810.6 million. Utilization of $36.9$34.7 million of our U.S. federal net operating loss carryforwards is limited to approximately $1.1 million per year pursuant to a prior change of control of an acquired company and a valuation allowance of $23.0 million, with a tax effect of $8.0 million, has been established for the estimated U.S. federal net operating loss carryforwards that will not be utilized. Realization of the remaining U.S. federal net operating loss carryforwards requires Comstock to generate taxable income within the carryforward period. A valuation allowance of $288.0$528.1 million, with a tax effect of $27.5 million, has been established against our Louisiana state net operating loss carryforwards due to the uncertainty of generating taxable income in the state of Louisiana prior to the expiration of the carryforward period.

Our federal income tax returns for the years subsequent to December 31, 20072009 remain subject to examination. Our income tax returns in major state income tax jurisdictions remain subject to examination for various periods subsequent to December 31, 2007.2008. We currently believe that our significant filing positions are highly certain and that all of our significant income tax filing positions and deductions would be sustained upon audit or the final resolution would not have a material effect on our consolidated financial statements. Therefore, we have not established any significant reserves for uncertain tax positions. Interest and penalties resulting from audits by tax authorities have been immaterial and are included in the provision for income taxes in the consolidated statements of operations.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and use assumptions that can affect the reported amounts of assets, liabilities, revenues or expenses.

Successful efforts accounting.   We are required to select among alternative acceptable accounting policies. There are two generally acceptable methods for accounting for oil and gas producing activities. The full cost method allows the capitalization of all costs associated with findingfinding oil and natural gas reserves, including certain general and administrative expenses. The successful efforts method allows

54


only for the capitalization of costs associated with developing proven oil and natural gas properties as well as exploration costs associated with successful exploration projects. Costs related to exploration that are not successful are expensed when it is determined that commercially productive oil and gas reserves were not found. We have elected to use the successful efforts method to account for our oil and gas activities and we do not capitalize any of our general and administrative expenses.

Oil and natural gas reserve quantities.   The determination of depreciation, depletion and amortization expense is highly dependent on the estimatesestimates of the proved oil and natural gas reserves attributable to our properties. The determination of whether impairments should be recognized on our oil and gas properties is also dependent on these estimates, as well as estimates of probable reserves. Reserve engineering is a subjective process of estimating underground accumulations of oil and natural gas that cannot be precisely measured. The accuracy of any reserve estimate depends on the quality of available data, production history and engineering and geological interpretation and judgment. Because all reserve

estimates are to some degree imprecise, the quantities of oil and natural gas that are ultimately recovered, production and operating costs, the amount and timing of future development expenditures and future oil and natural gas prices may all differ materially from those assumed in these estimates. The information regarding present value of the future net cash flows attributable to our proved oil and natural gas reserves are estimates only and should not be construed as the current market value of the estimated oil and natural gas reserves attributable to our properties. Thus, such information includes revisions of certain reserve estimates attributable to proved properties included in the preceding year’s estimates. Such revisions reflect additional information from subsequent activities, production history of the properties involved and any adjustments in the projected economic life of such properties resulting from changes in product prices. Any future downward revisions could adversely affect our financial condition, our borrowing ability, our future prospects and the value of our common stock.

Impairment of oil and gas properties.   We evaluate our properties on a field area basis for potentialpotential impairment when circumstances indicate that the carrying value of an asset may not be recoverable. If impairment is indicated based on a comparison of the asset’s carrying value to its undiscounted expected future net cash flows, then it is recognized to the extent that the carrying value exceeds fair value. A significant amount of judgment is involved in performing these evaluations since the results are based on estimated future events. Expected future cash flows are determined using estimated future prices based on market based forward prices applied to projected future production volumes. The projected production volumes are based on the property’s proved and risk adjusted probable oil and natural gas reservereserves estimates at the end of the period. The estimated future cash flows that we use in our assessment of the need for an impairment are based on market prices for oil and natural gas for the next three years, with a 5% escalation of prices for subsequent years. Prices are not escalated to levels that exceed observed historical market prices. Costs are also assumed to escalate at a rate that is based on our historical experience, currently estimated at 2% per annum. The oil and natural gas prices used for determining asset impairments will generally differ from those used in the standardized measure of discounted future net cash flows because the standardized measure requires the use of the average first day of the month historical price for the year. To the extent that oil and natural gas prices do not increase as anticipated in these assumptions or costs increase at a greater rate than assumed, certain of our evaluated properties which presently have a carrying value of $463.0$679.0 million may require impairment in the future. The amount of such impairments would be based on the write down of these properties to their then current estimated fair value. In addition to these properties, other properties may become impaired due to downward revisions in reserve or price estimates or for other reasons.

Asset retirement obligations.    We have obligations to remove tangible equipment and facilities and to restore land at the end of oil and gas production operations. Our removal and restoration obligations are primarily associated with plugging and abandoning wells and removing and disposing of any surface equipment used in production operations. Estimating the future restoration and removal costs is difficult and requires management to make estimates and judgments because most of the removal obligations are many years in the future. Asset removal technologies and costs are constantly changing, as are regulatory, political, environmental, safety and public relations considerations.

Stock-based compensation. We follow the fair value based method in accounting for equity-based compensation. Under the fair value based method, compensation cost is measured at the grant date based on the fair value of the award and is recognized on a straight-line basis over the award vesting period.

55


Related Party Transactions

In recent years, we have not entered into any material transactions with our officers or directors apart from the compensation they are provided for their services. We also have not entered into any business transactions with our significant stockholders or any other related parties.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Oil and Natural Gas Prices

Our financial condition, results of operations and capital resources are highly dependent upon the prevailing market prices of oil and natural gas. These commodity prices are subject to wide fluctuations and market uncertainties due to a variety of factors that are beyond our control. Factors influencing oil and natural gas prices include the level of global demand for oil, the foreignforeign supply of oil and natural gas, the establishment of and compliance with production quotas by oil exporting countries, weather conditions which determine the demand for natural gas, the price and availability of alternative fuels and overall economic conditions. It is impossible to predict future oil and natural gas prices with any degree of certainty. Sustained weakness in oil and natural gas prices may adversely affect our financial condition and results of operations, and may also reduce the amount of oil and natural gas reserves that we can produce economically. Any reduction in our oil and natural gas reserves, including reductions due to price fluctuations, can have an adverse affect on our ability to obtain capital for our exploration and development activities. Similarly, any improvements in oil and natural gas prices can have a favorable impact on our financial condition, results of operations and capital resources. Based on our oil and natural gas production in 2012,2013, a $1.00 change in the price per barrel of oil would have resulted in a change in our cash flow for such period by approximately $0.6$2.2 million and a $0.10 change in the price per Mcf of natural gas would have changed our cash flow by approximately $8.0$7.9 million.

We have entered into oil price swap agreements covering 2.2 2.0 million barrels of our expected 20132014 oil production whichthat fix the NYMEX West Texas Intermediate (“WTI”) price at $98.67$96.31 per barrel. As of December 31, 2012,2013, our outstanding oil swap agreements had a fair value of $11.7$1.0 million. The change in the fair value of our oil swaps that would result from a 10% change in commodities prices at December 31, 20122013 would be $12.9$12.2 million. Such a change in fair value could be a gain or a loss depending on whether prices increase or decrease.

Interest Rates

At December 31, 2012,2013, we had $1.3 billion$798.7 million of long-term debt. Of this amount, $300.0 million bears interest at 8a fixed rate of 73/84%, and $300.0 million bears interest at a fixed rate of 79 3/4%, and $300.0 million bears interest at 91/2%. The fair market value of our fixed rate debt as of December 31, 20122013 was $942.0$650.3 million based on the market price of approximately 107%110% of the face amount. At December 31, 2012,2013, we had $440.0$210.0 million of debt outstanding under our bank credit facility, which is subject to variable rates of interest. Borrowings under the bank credit facility bear interest at a fluctuating rate that isare tied to LIBOR or thea corporate base rate, at our option. Any increase in these interest rates would have an adverse impact on our results of operations and cash flow. Based on borrowings outstanding at December 31, 2012,2013, a 100 basis point change in interest rates would change our annual interest expense on our variable rate debt by approximately $4.4$2.1 million. We had no interest rate derivatives outstanding during 2012in 2013 or at December 31, 2012.2013.

 

56


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements are included on pages F-1 to F-34F-30 of this report.

We have prepared these financial statements in conformity with generally accepted accounting principles. We are responsible for the fairness and reliability of the financial statements and other financial data included in this report. In the preparation of the financial statements, it is necessary for us to make informed estimates and judgments based on currently available information on the effects of certain events and transactions.transactions.

Our independent public accountants, Ernst & Young LLP, are engaged to audit our financial statements and to express an opinion thereon. Their audit is conducted in accordance with auditing standards generally accepted in the United States to enable them to report whether the financial statements present fairly, in all material respects, our financial position and results of operations in accordance with accounting principles generally accepted in the United States.

The audit committee of our board of directors is comprised of three directors who are not our employees. This committee meets periodically with our independent public accountants and management. Our independent public accountants have full and free access to the audit committee to meet,meet, with and without management being present, to discuss the results of their audits and the quality of our financial reporting.

 

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM  9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

ITEM 9A.CONTROLS AND PROCEDURES

ITEM  9A. CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures.   Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

We performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2012.2013. The evaluation was performed with the participation of senior management of each business segment and key corporate functions, and under the supervision of the Chief Executive Officer and Chief Financial Officer. As described below, management hasIn our Form 10-K for the year ended December 31, 2012 we reported that we had identified a material weakness in our internal controlcontrols over financial reporting in our accounting for our oil price derivative financial instruments.  In 2013, we have designed and implemented a control framework over designating derivative financial instruments as cash flow hedges to ensure that our accounting for designated derivative financial instruments which was affected by the material control weakness is an integral componentappropriate.  We are not presently accounting for any derivative financial instruments as cash flows hedges.

Based on our evaluation of our disclosure controls and procedures. As a result of this material weakness, weprocedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2012.2013 to provide reasonable assurance that information required to be disclosed by us in the

57


reports filed or submitted by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and to provide reasonable assurance that information required to be disclosed by us is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As part ofChanges in Internal Control over Financial Reporting.   There were no changes in our internal control over financial reporting during the preparation of our financial statements for the yearquarter ended December 31, 2012, we undertook a review of2013 that materially affected or are reasonably likely to materially affect our accounting for oil price derivative financial instruments. We use derivative financial instruments as a means of reducing our exposure to fluctuating commodity prices for oil and natural gas. During the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012, we applied cash flow hedge accounting for our derivative financial instruments as provided for in Accounting Standards Codification Topic 815,Derivatives and Hedging (“ASC 815”). Accordingly, we included changes from period to period in the fair value of derivative financial instruments classified as cash flow hedges as increases or decreases to Accumulated Other Comprehensive Income (“AOCI”). In order to qualify for cash flow hedge accounting treatment, specific standards and contemporaneous documentation requirements must be met. We believed that we had met those requirements and that our hedge accounting treatment was permitted under ASC 815. However, in connection with preparing our 2012 Annual Report, and based upon discussions with Ernst & Young, LLP, our independent public accounting firm, we determined that our hedge documentation was not completed in a timely manner, and as a result our commodity derivative financial instruments did not qualify for hedge accounting treatment under ASC 815.

In February 2013 the Audit Committee of our Board of Directors concluded that our previously issued consolidated financial statements contained a material error with respect to accounting for derivative financial instruments, and should be restated. Accordingly, we are restating the consolidated financial statements for each of the three months ended March 31, 2012, June 30, 2012 and September 30, 2012 to reflect the change in the fair value of our derivative financial instruments, as a separate component of other income (expenses) in our statements of operations rather than as a component of AOCI. We are also reclassifying the realized gains and losses from our derivative financial instruments as a component of other income (expenses) rather than as a component of oil and gas sales.

We have concluded, based on the circumstances involving the restatement of the financial statements for the three months ended March 31, 2012, June 30, 2012 and September 30, 2012, that a material weakness in internal control over financial reporting existed at December 31, 2012 with respect to the design of our controls over the timeliness of documentation required to designate our derivative financial instruments as cash flow hedges in accordance with ASC 815.reporting.

Management’s Report on Internal Control over Financial Reporting.  We are responsible for establishing and maintaining adequate internal control over financial reporting for the company.Company. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, we conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(1992 framework) (the COSO criteria). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A “material weakness” is a deficiency, or a combination   As of deficiencies, inDecember 31, 2013, we assessed the effectiveness of the Company's internal control over financial reporting suchbased on the COSO criteria, and based on that there is a reasonable possibilityassessment we determined that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness relating to the accounting for derivative financial instruments resulted in misstatements of the aforementioned accounts and disclosures that resulted in material misstatements in our interim financial statements. Because of this material weakness, management has concluded that we did not maintainCompany maintained effective internal control over financial reporting as of December 31, 2012. Our2013.

Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company's internal control over financial reporting as of December 31, 2012, has been audited by Ernst & Young, LLP, an independent registered public accounting firm, as stated in their2013.  The report, included herein.

Plans for Remediation of the Material Weakness.    In response to the material weakness, we did not account for derivative financial instruments as cash flow hedges under ASC 815 in the fourth quarter of 2012 and are recognizing realized gains and losses and changes in the fair value of our derivative financial instruments in current earnings as separate components of other income (losses). We are developing a remediation plan to address the material weakness described above. The remediation plan will include designing and implementing a control framework over entering into derivative financial instruments to ensure that our accounting for derivative financial instruments which was affected by the material control weakness is appropriate. The remediation plan will involve key leaders from across the organization, including the Chief Executive Officer, the Chief Financial Officer and our internal auditors. We will report quarterly and as needed to the Audit Committee of our Board of Directorsexpresses unqualified opinions on the progress made toward completion of the remediation plan.

We continue to monitor the effectiveness of ourthe Company's internal control over financial reporting with respect to our accounting for derivatives which was affected by the material weakness described above. We will

perform additional procedures prescribed by management, including the useas of manual mitigating control procedures, and we will employ any additional tools and resources deemed necessary to ensure that our financial statements continue to be fairly stated in all material respects.

Changes in Internal Control over Financial Reporting.    Except as noted above with respect to our discontinuation of cash flow hedge accounting in the fourth quarter of 2012, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2012 that materially affected or are reasonably likely to materially affect our internal control over financial reporting. However, as described above under “Plans for Remediation of Material Weaknesses,” we have initiated a process to improve the control environment and to remedy the control weakness described herein.2013, is included below.

58


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Comstock Resources, Inc.

We have audited Comstock Resources, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2012,2013, based on criteria established in Internal Control—Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the COSO criteria). Comstock Resources, Inc. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

AIn our opinion, Comstock Resources, Inc. maintained, in all material weakness is a deficiency, or combination of deficiencies, inrespects, effective internal control over financial reporting such that there is a reasonable possibility that a material misstatementas of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in management’s assessment. Management has identified a material weakness in controls related to the Company’s accounting for derivative financial instruments at December 31, 2012. 2013, based on the COSO criteria.  

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Comstock Resources, Inc. and subsidiaries as of December 31, 20112012 and 2012,2013, and the related consolidated statements of operations, comprehensive loss, stockholders’income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2012. This material weakness was considered in determining the nature, timing2013 and extent of audit tests applied in our audit of the 2012 financial statements and this report does not affect our report dated February 28, 2013, which26, 2014 expressed an unqualified opinion on those financial statements.thereon.

In our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, Comstock Resources, Inc. and subsidiaries have not maintained effective internal control over financial reporting as of December 31, 2012, based on the COSO criteria./s/ ERNST & YOUNG LLP

Dallas, Texas

February 28, 2013

26, 2014

ITEM 9B.    OTHER INFORMATION

59


ITEM 9B.  OTHER INFORMATION

None.

PART III

 

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference to “Business Directors and Executive Officers” in this Form 10-K and to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2012.2013.

Code of Ethics.   We have adopted a Code of Business Conduct and Ethics that is applicable to all of our directors, officers and employees as required by New York Stock Exchange rules. We have also adopted a Code of Ethics for Senior Financial Officers that is applicable to our Chief Executive Officer and Senior Financial Officers. Both the Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers may be found on our website at www.comstockresources.com. Both of these documents are also available, without charge, to any stockholder upon request to: Comstock Resources, Inc., Attn: Investor Relations, 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034, (972) 668-8800. We intend to disclose any amendments or waivers to these codes that apply to our Chief Executive Officer and senior financial officers on our website in accordance with applicable SEC rules. Please see the definitive proxy statement for our 20132014 annual meeting, which will be filed with the SEC within 120 days of December 31, 2012,2013, for additional information regarding our corporate governance policies.

 

ITEM 11.EXECUTIVE COMPENSATION

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2012.2013.

 

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table summarizes certain information regarding our equity compensation plans as of December 31, 2012:2013:

 

 

 

  

Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights

 

 

Weighted average exercise
price of outstanding options,
warrants and rights

 

 

Number of securities authorized
for future issuance under equity
compensation plans
(excluding outstanding options,
warrants and rights)

 

 

Equity compensation plans approved by stockholders

  

 

809,326(1)

 

 

 

$32.90

 

 

1,588,053

 ____________

(1)

Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights

Weighted average exercise
price of outstanding options,
warrants and rights

Number of securities authorized
for future issuance under
equity compensation plans
(excluding outstanding
options, warrants and rights)

Equity compensation plans approved by stockholders

845,695(1)$38.36(2)1,607,372

(1)Includes performance share unit awards equivalent to 688,545694,175 shares that would be issuable based upon achievement of the maximum awards under the terms of the performance share unit awards.

(2)Price reflects the grant date fair value of 157,150 stock options that are outstanding; excludes performance share units for which the price cannot be determined until the performance targets are met.

We do not have any equity compensation plans that were not approved by stockholders.

Further information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2012.

2013.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE

60


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE

The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2012.2013.

 

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM  14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated herein by reference to our definitive proxy statement which will be filed with the SEC within 120 days after December 31, 2012.2013.

PART IV

 

ITEM  15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15.

(a)

EXHIBITS AND FINANCIAL STATEMENT SCHEDULESFinancial Statements:

(a)Financial Statements:

1. The following consolidated financial statements and notes of Comstock Resources, Inc. are included on Pages F-2 to F-34 of this report:

 

2.  All financial statement schedules are omitted because they are not applicable, or are immaterial or the required information is presented in the consolidated financial statements or the related notes.

(b)Exhibits:

Exhibits:

The exhibits to this report required to be filed pursuant to Item 15 (c)15(c) are listed below.

 

    Exhibit No.   

Description

Exhibit No. 3.1(a)

Description

3.1(a)Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the year ended December 31, 1995).

3.1(b)

Certificate of Amendment to the Restated Articles of Incorporation dated July 1, 1997 (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 1997).

3.2

Certificate of Amendment to the Restated Articles of Incorporation dated May 19, 2009 (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-3 dated October 5, 2009).

Exhibit No.

  3.3

Description

3.3

Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated November 8, 2011).

61


    Exhibit No.   

Description

4.1

Indenture dated February 25, 2004 between Comstock, the guarantors and The Bank of New York Trust Company, N.A., Trustee for debt securities issued by Comstock Resources, Inc. (incorporated by reference to Exhibit 4.6 to our Annual Report on Form 10-K for the year ended December 31, 2003).

4.2

Indenture dated October 9, 2009 between Comstock, the guarantors and The Bank of New York Mellon Trust Company, N.A., Trustee for debt securities (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated October 9, 2009).
4.3First Supplemental Indenture, dated October 9, 2009 between Comstock, the guarantors and The Bank of New York Mellon Trust Company, N.A., Trustee for the 8 3/8% Senior Notes due 2017 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated October 9, 2009).
4.4Second Supplemental Indenture dated April 30, 2010 between Comstock, the guarantors and The Bank of New York Mellon Trust Company, N.A., Trustee for the 8 3/8 Senior Notes due 2017 (incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2010).
4.5

Third Supplemental Indenture dated March 14, 2011 between Comstock, the guarantors and The Bank of New York Mellon Trust Company, N.A., for the 73/4% Senior Notes due 2019 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 14, 2011).

4.6

  4.3

Fourth Supplemental Indenture dated June 5, 2012 between Comstock, the guarantors and The Bank of New York Mellon Trust Company, N.A., for the 91/2% Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated June 7, 2012).

10.1#

  10.1*#

Amended and Restated Employment Agreement dated December 22, 2008February 24, 2014 by and between Comstock and M. Jay Allison (incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K dated December 22, 2008).Allison.

10.2#

   10.2*#

Amended and Restated Employment Agreement dated December 22, 2008February 24, 2014 by and between Comstock and Roland O. Burns (incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K dated December 22, 2008).Burns.

10.3#

Comstock Resources, Inc. 2009 Long-term Incentive Plan (incorporated by reference to Exhibit 99 to our Registration Statement on Form S-8 dated May 19, 2009).

10.4*#

  10.4#

First Amendment to the Comstock Resources, Inc. 2009 Long-term Incentive Plan.

10.5#Form of Restricted Stock Agreement under the Comstock Resources, Inc. 2009 Long-term Incentive Plan (incorporated (Incorporated by reference to Exhibit 10.4 to our Annual Report on Formform 10-K for the year ended December 31, 2009)2012).

10.6*

   10.5*#

Form of Performance SharePerformance-Based Restricted Stock Unit AgreementAward under the Comstock Resources, Inc. 2009 Long-term Incentive Plan.

10.7

 10.6*

Fourth Amended and Restated Credit Agreement, dated November 22, 2013, among Comstock Resources, Inc., as the borrower, the lenders from time to time thereto, Bank of Montreal, as administrative agent and issuing bank.

10.7

Lease between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. dated May 6, 2004 (incorporated by reference to Exhibit 10.24 to our Annual Report on Form 10-K for the year ended December 31, 2004).

10.8

First Amendment to the Lease Agreement dated August 25, 2005, between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K for the year ended December 31, 2005).

Exhibit No.

10.9

Description

10.9

Second Amendment to the Lease Agreement dated October 15, 2007 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the year ended December 31, 2008).

10.10

Third Amendment to the Lease Agreement dated September 30, 2008 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K for the year ended December 31, 2008).

10.11

Fourth Amendment to the Lease Agreement dated May 8, 2009 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009).

10.12

Fifth Amendment to the Lease Agreement dated June 15, 2011 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011).

10.13

Third Amended and Restated Credit Agreement, dated November 30, 2010, among Comstock Resources, Inc., as the borrower, the lenders from time to time thereto, Bank of Montreal, as administrative agent and issuing bank, Bank of America, N.A., as syndication agent and Comerica, JP Morgan Chase Bank, N.A., and Union Bank, N.A., as co-documentation agents (incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the year ended December 31, 2010).
10.14Assignment and First Amendment to Third Amended and Restated Credit Agreement dated October 31, 2011 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
10.15Second Amendment and Waiver to Third Amended and Restated Credit Agreement, dated December 29, 2011, among Comstock Resources, Inc., as the borrower, the lenders from time to time thereto, and Bank of Montreal, as administrative agent (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated December 29, 2011).
10.16Third Amendment to Third Amended and Restated Credit Agreement, dated October 29, 2012, among Comstock Resources, Inc., as the borrower, the lenders from time to time thereto, and Bank of Montreal, as administrative agent (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.17*Fourth Amendment to Third Amended and Restated Credit Agreement dated February 8, 2013, among Comstock Resources, Inc., as the borrower, the lenders from time to time thereto, and Bank of Montreal, as administrative agent.
10.18

Base Contract for Sale and Purchase of Natural Gas between Comstock Oil & Gas-Louisiana, LLC and BP Energy Company dated November 7, 2008, as amended by Third Amended and Restated Special Provisions dated January 5, 2010 (incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the year ended December 31, 2009).

10.19

10.14

Purchase and Sale Agreement dated December 5, 2011March 14, 2013 among Eagle Oil & Gas Co., certain other sellers and Comstock Oil & Gas, LP and Rosetta Resources Operating LP (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated Exhibit 2.1 to our Current Report on Form 8-K dated December 5, 2011).

21*

  21*    

Subsidiaries of the Company.

62


    Exhibit No.   

Description

23.1*

Consent of Ernst & Young LLP.

23.2*

Consent of Independent Petroleum Engineers.

31.1*

Chief Executive Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Chief Financial Officer certification under Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit No.

32.1+

Description

32.1+

Chief Executive Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002.

32.2+

Chief Financial Officer certification under Section 906 of the Sarbanes-Oxley Act of 2002.

99.1*

Report of Independent Petroleum Engineers on Proved Reserves as of December 31, 2012.2013.

101.INS*

XBRL Instance Document

101.SCH*

XBRL Schema Document

101.CAL*

XBRL Calculation Linkbase Document

101.LAB*

XBRL Labels Linkbase Document

101.PRE*

XBRL Presentation Linkbase Document

101.DEF*

XBRL Definition Linkbase Document

 

*

Filed herewith.

+

Furnished herewith.

#

Management contract or compensatory plan document.

63


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

COMSTOCK RESOURCES, INC.

By:

By:

/s/ M. JAY ALLISON

M. Jay Allison

President and Chief Executive Officer

Date: February 26, 2014

(Principal Executive Officer)

Date: February 28, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ M. JAY ALLISON

Chief Executive Officer and

February 26, 2014

M. Jay Allison

President, Chief Executive Officer and

Chairman of the Board of Directors

(Principal Executive Officer)

February 28, 2013

/s/ ROLAND O. BURNS

President, Chief Financial Officer,

February 26, 2014

Roland O. Burns

Senior Vice President, Chief Financial

Officer, Secretary Treasurer and Director (Principal

(Principal Financial and Accounting Officer)

February 28, 2013

/s/ DAVID K. LOCKETT

Director

February 26, 2014

David K. Lockett

Director

February 28, 2013

/s/ CECIL E. MARTIN, JR.

Director

February 26, 2014

Cecil E. Martin, Jr.

Director

February 28, 2013

/s/ FREDERIC D. SEWELL

Director

February 26, 2014

Frederic D. Sewell

Director

February 28, 2013

/s/ DAVID W. SLEDGE

Director

February 26, 2014

David W. Sledge

Director

February 28, 2013

/s/ NANCY E. UNDERWOOD

Director

February 26, 2014

Nancy E. Underwood

Director

February 28, 2013

64


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

FINANCIAL STATEMENTS

INDEX

 

 

 

 

INDEX

F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Comstock Resources, Inc.

We have audited the accompanying consolidated balance sheets of Comstock Resources, Inc. and subsidiaries as of December 31, 20112012 and 2012,2013, and the related consolidated statements of operations, comprehensive loss,income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2012.2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinionopinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingaccounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Comstock Resources, Inc. and subsidiaries at December 31, 20112012 and 2012,2013, and the consolidated results of their operations and cash flows for each of the three years in the period ended December 31, 2012,2013, in conformity with accounting principles generally accepted in the United States.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Comstock Resources, Inc.’s internal control over financial reporting as of December 31, 2012,2013, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 28, 201326, 2014 expressed an adverseunqualified opinion thereon.

/s/ ERNST & YOUNG LLP

Dallas, Texas

February 28, 2013

26, 2014

F-2


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31, 20112012 and 20122013

 

  December 31, 

  

December 31,

 

  2011 2012 

 

2012

 

2013

 

  (In thousands) 

 

 

(In thousands)

 

ASSETSASSETS  

ASSETS

  

Cash and Cash Equivalents

  $8,460   $4,471  

 

$

4,471

 

 

$

2,967

  

Accounts Receivable:

   

 

 

 

 

 

 

Oil and gas sales

   47,082    36,150  

 

 

34,673

 

 

35,867

 

Joint interest operations

   6,651    5,608  

 

 

5,608

 

 

15,534

 

Marketable Securities

   47,642    12,312  

 

 

12,312

 

 

 

Assets of Discontinued Operations

 

 

7,568

 

 

 

Derivative Financial Instruments

   459    11,651  

 

 

11,651

 

 

970

 

Other Current Assets

   2,796    6,954  

 

 

3,617

 

 

 

1,796

 

  

 

  

 

 

Total current assets

   113,090    77,146  

 

 

79,900

 

 

 

57,134

 

Property and Equipment:

   

 

 

 

 

 

 

Unevaluated oil and gas properties

   369,096    263,652  

 

 

112,851

 

 

134,350

 

Oil and gas properties, successful efforts method

   3,476,146    3,779,716  

 

 

3,373,695

 

 

3,781,313

 

Other

   18,062    19,301  

 

 

18,628

 

 

18,373

 

Accumulated depreciation, depletion and amortization

   (1,353,459  (1,592,616

 

 

(1,546,487

)

 

 

(1,867,301

)

  

 

  

 

 

Net property and equipment

   2,509,845    2,470,053  

 

 

1,958,687

 

 

 

2,066,735

 

Assets of Discontinued Operations

 

 

511,366

 

 

 

Other Assets

   16,949    19,944  

 

 

19,944

 

 

 

15,529

 

  

 

  

 

 
  $2,639,884   $2,567,143  
  

 

  

 

 

 

$

2,569,897

 

 

$

2,139,398

 

LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITY  

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts Payable

  $94,041   $86,346  

 

$

67,798

 

 

$

101,872

 

Deferred Income Taxes Payable

   7,664    5,340  

 

 

5,340

 

 

339

 

Current Income Taxes Payable

 

 

 

1,487

 

Accrued Expenses

   85,502    47,372  

 

 

37,001

 

 

91,297

 

  

 

  

 

 

Liabilities of Discontinued Operations

 

 

33,280

 

 

 

 

Total current liabilities

   187,207    139,058  

 

 

143,419

 

 

 

194,995

 

Long-term Debt

   1,196,908    1,324,383  

 

 

1,324,383

 

 

798,700

 

Deferred Income Taxes Payable

   201,705    149,901  

 

 

149,901

 

 

177,026

 

Reserve for Future Abandonment Costs

   13,997    17,994  

 

 

16,387

 

 

14,534

 

Other Non-Current Liabilities

   2,442    2,273  

 

 

2,273

 

 

 

2,138

 

  

 

  

 

 

Total liabilities

   1,602,259    1,633,609  

 

 

1,636,363

 

 

 

1,187,393

 

Commitments and Contingencies

   

 

 

 

 

 

 

Stockholders’ Equity:

   

 

 

 

 

 

 

Common stock—$0.50 par, 75,000,000 shares authorized, 48,125,296 and 48,408,734 shares issued and outstanding at December 31, 2011 and 2012, respectively

   24,063    24,204  

Common stock—$0.50 par, 75,000,000 shares authorized, 48,408,734 and 47,680,516 shares issued and outstanding at December 31, 2012 and 2013, respectively

 

 

24,204

 

 

23,840

 

Additional paid-in capital

   468,709    480,595  

 

 

480,595

 

 

480,816

 

Accumulated other comprehensive income

   20,476    4,418  

 

 

4,418

 

 

 

Retained earnings

   524,377    424,317  

 

 

424,317

 

 

 

447,349

 

  

 

  

 

 

Total stockholders’ equity

   1,037,625    933,534  

 

 

933,534

 

 

 

952,005

 

  

 

  

 

 

 

$

2,569,897

 

 

$

2,139,398

 

  $2,639,884   $2,567,143  
  

 

  

 

 

 

The accompanying notes are an integral part of these statements.

F-3


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2010, 2011, 2012 and 20122013

 

   2010  2011  2012 
   (In thousands, except per share amounts) 

Oil and gas sales

  $ 349,141   $ 434,367   $431,923  

Gain on sale of oil and gas properties

           24,271  
  

 

 

  

 

 

  

 

 

 

Total revenues

   349,141    434,367    456,194  
  

 

 

  

 

 

  

 

 

 

Operating expenses:

    

Production taxes

   9,894    3,670    14,021  

Gathering and transportation

   17,256    28,491    27,312  

Lease operating

   53,525    46,552    60,620  

Exploration

   2,605    10,148    61,449  

Depreciation, depletion and amortization

   213,809    290,776    365,286  

General and administrative, net

   37,200    35,172    33,798  

Impairment of oil and gas properties

   224    60,817    25,368  

Loss on sale of oil and gas properties

   26,632    57      
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   361,145    475,683    587,854  
  

 

 

  

 

 

  

 

 

 

Operating loss

   (12,004  (41,316  (131,660

Other income (expenses):

    

Gain on sale of marketable securities

   16,529    35,118    26,621  

Realized gain from derivatives

           9,766  

Unrealized gain from derivatives

           11,490  

Other income

   499    790    944  

Interest expense

   (29,456  (42,688  (64,575
  

 

 

  

 

 

  

 

 

 

Total other income (expenses)

   (12,428  (6,780  (15,754
  

 

 

  

 

 

  

 

 

 

Loss before income taxes

   (24,432  (48,096  (147,414

Benefit from income taxes

   4,846    14,624    47,354  
  

 

 

  

 

 

  

 

 

 

Net loss

  $(19,586 $(33,472 $(100,060
  

 

 

  

 

 

  

 

 

 

Net loss per share:

    

Basic

  $(0.43 $(0.73 $(2.16
  

 

 

  

 

 

  

 

 

 

Diluted

  $(0.43 $(0.73 $(2.16
  

 

 

  

 

 

  

 

 

 

Weighted average shares outstanding:

    

Basic

   45,561    45,997    46,422  
  

 

 

  

 

 

  

 

 

 

Diluted

   45,561    45,997    46,422  
  

 

 

  

 

 

  

 

 

 

 

2011

 

 

2012

 

 

2013

 

 

 

(In thousands, except per share amounts)

 

 

Oil sales

$

80,244

 

 

$

181,163

 

 

$

231,837

 

Natural gas sales

 

354,123

 

 

 

203,651

 

 

 

188,453

 

Total oil and gas sales

 

434,367

 

 

 

384,814

 

 

 

420,290

 

Gain on sale of oil and gas properties

 

 

 

 

24,271

 

 

 

 

Total revenues

 

434,367

 

 

 

409,085

 

 

 

420,290

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Production taxes

 

3,670

 

 

 

11,727

 

 

 

14,524

 

Gathering and transportation

 

28,491

 

 

 

26,265

 

 

 

17,245

 

Lease operating

 

46,552

 

 

 

51,248

 

 

 

52,844

 

Exploration

 

10,148

 

 

 

61,449

 

 

 

33,423

 

Depreciation, depletion and amortization

 

290,776

 

 

 

343,858

 

 

 

337,134

 

General and administrative, net

 

35,172

 

 

 

33,798

 

 

 

34,767

 

Impairment of oil and gas properties

 

60,817

 

 

 

25,368

 

 

 

652

 

Loss on sale of oil and gas properties

 

57

 

 

 

 

 

 

2,033

 

Total operating expenses

 

475,683

 

 

 

553,713

 

 

 

492,622

 

 

Operating loss

 

(41,316

)

 

 

(144,628

)

 

 

(72,332

)

Other income (expenses):

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of marketable securities

 

35,118

 

 

 

26,621

 

 

 

7,877

 

Gains (losses) from derivative financial instruments

 

 

 

 

21,256

 

 

 

(8,388

)

Loss on early extinguishment of debt

 

(1,096

)

 

 

 

 

 

(17,854

)

Other income

 

790

 

 

 

944

 

 

 

1,059

 

Interest expense

 

(41,592

)

 

 

(57,906

)

 

 

(73,242

)

Total other income (expenses)

 

(6,780

)

 

 

(9,085

)

 

 

(90,548

)

Loss from continuing operations before income taxes

 

(48,096

)

 

 

(153,713

)

 

 

(162,880

)

Benefit from income taxes

 

14,624

 

 

 

50,634

 

 

 

56,157

 

Loss from continuing operations

 

(33,472

)

 

 

(103,079

)

 

 

(106,723

)

Income from discontinued operations

 

 

 

 

3,019

 

 

 

147,752

 

Net income (loss)

$

(33,472

)

 

$

(100,060

)

 

$

41,029

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Basic    -loss from continuing operations

$

(0.73

)

 

$

(2.22

)

 

$

(2.22

)

-income from discontinued operations

 

 

 

 

0.06

 

 

 

3.07

 

-net income (loss)

$

(0.73

)

 

$

(2.16

)

 

$

0.85

 

Diluted -loss from continuing operations

$

(0.73

)

 

$

(2.22

)

 

$

(2.22

)

-income from discontinued operations

 

 

 

 

0.06

 

 

 

3.07

 

-net income (loss)

$

(0.73

)

 

$

(2.16

)

 

$

0.85

 

 

Dividends per common share

$

 

 

$

 

 

$

0.375

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

45,997

 

 

 

46,422

 

 

 

46,553

 

Diluted

 

45,997

 

 

 

46,422

 

 

 

46,553

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these statements.

F-4


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSINCOME (LOSS)

For the Years Ended December 31, 2010, 2011, 2012 and 20122013

 

   2010  2011  2012 
   (In thousands) 

Net loss

  $ (19,586 $ (33,472 $(100,060

Unrealized hedging gains, net of provision for (benefit from)
income taxes of $—, $161 and $(161)

       298    (298

Net change in unrealized gains and losses on marketable securities, net of benefit from (provision for) income taxes of ($923), $6,543 and $8,487

   1,711    (12,152  (15,760
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss)

   1,711    (11,854  (16,058
  

 

 

  

 

 

  

 

 

 

Comprehensive loss

  $(17,875 $(45,326 $(116,118
  

 

 

  

 

 

  

 

 

 

 

2011

 

 

2012

 

 

2013

 

 

 

(In thousands) 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(33,472

)

 

$

(100,060

)

 

$

41,029

 

Unrealized hedging gains, net of provision for (benefit from) income taxes of $161, $(161) and $—

 

298

 

 

 

(298

)

 

 

 

Net change in unrealized gains on marketable securities, net of benefit from income taxes of $6,543, $8,487 and $2,380

 

(12,152

)

 

 

(15,760

)

 

 

(4,418

)

Other comprehensive loss

 

(11,854

)

 

 

(16,058

)

 

 

(4,418

)

Comprehensive income (loss)

$

(45,326

)

 

$

(116,118

)

 

$

36,611

 

The accompanying notes are an integral part of these statements.

F-5


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended December 31, 2010, 2011, 2012 and 20122013

 

   Common
Shares
   Common
Stock-
Par Value
   Additional
Paid-in
Capital
  Retained
Earnings
  Accumulated
Other

Comprehensive
Income
  Total 
   (In thousands) 

Balance at December 31, 2009

     47,104    $23,552    $434,505   $577,435   $30,619   $ 1,066,111  

Exercise of stock options

     184     92     1,335            1,427  

Stock-based compensation

     418     209     17,168            17,377  

Excess income taxes from stock-based compensation

               1,491            1,491  

Net loss

                   (19,586      (19,586

Other comprehensive income

                       1,711    1,711  
  

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2010

     47,706     23,853     454,499    557,849    32,330    1,068,531  

Stock-based compensation

     419     210     14,822            15,032  

Excess income taxes from stock-based compensation

               (612          (612

Net loss

                   (33,472      (33,472

Other comprehensive loss

                       (11,854  (11,854
  

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2011

     48,125     24,063     468,709    524,377    20,476    1,037,625  

Stock-based compensation

     284     141     13,587            13,728  

Excess income taxes from stock-based compensation

               (1,701          (1,701

Net loss

                   (100,060      (100,060

Other comprehensive loss

                       (16,058  (16,058
  

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2012

             48,409    $      24,204    $    480,595   $    424,317   $        4,418   $933,534  
  

 

  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

 

Common
Shares

 

  

Common
Stock-
Par Value

 

  

Additional
Paid-in
Capital

 

 

Retained
Earnings

 

 

Accumulated
Other

Comprehensive
Income

 

 

Total

 

 

 

(In thousands) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2010

 

47,706

 

 

$

23,853

 

 

$

454,499

 

 

$

557,849

 

 

$

32,330

 

 

$

1,068,531

 

Stock-based compensation

 

419

 

 

 

210

 

 

 

14,822

 

 

 

 

 

 

 

 

 

15,032

 

Excess income taxes from stock-based compensation

 

 

 

 

 

 

 

(612

)

 

 

 

 

 

 

 

 

(612

)

Net loss

 

 

 

 

 

 

 

 

 

 

(33,472

)

 

 

 

 

 

(33,472

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,854

)

 

 

(11,854

)

Balance at December 31, 2011

 

48,125

 

 

 

24,063

 

 

 

468,709

 

 

 

524,377

 

 

 

20,476

 

 

 

1,037,625

 

Stock-based compensation

 

284

 

 

 

141

 

 

 

13,587

 

 

 

 

 

 

 

 

 

13,728

 

Excess income taxes from stock-based compensation

 

 

 

 

 

 

 

(1,701

)

 

 

 

 

 

 

 

 

(1,701

)

Net loss

 

 

 

 

 

 

 

 

 

 

(100,060

)

 

 

 

 

 

(100,060

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(16,058

)

 

 

(16,058

)

Balance at December 31, 2012

 

48,409

 

 

 

24,204

 

 

 

480,595

 

 

 

424,317

 

 

 

4,418

 

 

 

933,534

 

Stock-based compensation

 

14

 

 

 

7

 

 

 

12,778

 

 

 

 

 

 

 

 

 

12,785

 

Tax withholdings related to stock grants

 

(111

)

 

 

(55

)

 

 

(1,625

)

 

 

 

 

 

 

 

 

(1,680

)

Excess income taxes from stock-based compensation

 

 

 

 

 

 

 

(2,016

)

 

 

 

 

 

 

 

 

(2,016

)

Repurchases of common
stock

 

(631

)

 

 

(316

)

 

 

(8,916

)

 

 

 

 

 

 

 

 

(9,232

)

Net income

 

 

 

 

 

 

 

 

 

 

41,029

 

 

 

 

 

 

41,029

 

Dividends paid

 

 

 

 

 

 

 

 

 

 

(17,997

)

 

 

 

 

 

(17,997

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,418

)

 

 

(4,418

)

Balance at December 31, 2013

 

47,681

 

 

$

23,840

 

 

$

480,816

 

 

$

447,349

 

 

$

 

 

$

952,005

 

The accompanying notes are an integral part of these statements.

F-6


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2010, 2011, 2012 and 20122013

 

  2010 2011 2012 

2011

 

 

2012

 

 

2013

 

  (In thousands) 

 

(In thousands) 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

    

 

 

 

 

 

 

 

 

Net loss

  $(19,586 $(33,472 $(100,060

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

    

(Gain) loss on sale of assets

   10,103    (35,061  (50,892

Net income (loss)

$

(33,472

)

 

$

(100,060

)

 

$

41,029

 

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

 

 

 

 

 

 

 

Income from discontinued operations

 

 

 

(3,019

)

 

(147,752

)

Gain on sale of assets

 

(35,061

)

 

(50,892

)

 

(5,844

)

Deferred income taxes

   (4,617  (14,652  (47,192

 

(14,652

)

 

(50,472

)

 

(56,291

)

Dry hole costs and leasehold impairments

       9,819    61,300  

 

9,819

 

 

61,300

 

 

32,984

 

Impairment of oil and gas properties

   224    60,817    25,368  

 

60,817

 

 

25,368

 

 

652

 

Depreciation, depletion and amortization

   213,809    290,776    365,286  

 

290,776

 

 

343,858

 

 

337,134

 

Unrealized gains from derivatives

           (11,490

(Gains) losses on derivative financial instruments

 

 

 

(21,256

)

 

8,388

 

Cash settlements of derivative financial instruments

 

 

 

9,766

 

 

2,293

 

Loss on early extinguishment of debt

 

1,096

 

 

 

 

 

17,854

 

Debt issuance cost and discount amortization

   2,436    4,300    5,277  

 

3,733

 

 

 

5,277

 

 

6,074

 

Stock-based compensation

   17,377    15,032    13,728  

 

15,032

 

 

13,728

 

 

12,785

 

Excess income taxes from stock-based compensation

   (1,491  612    1,701  

 

612

 

 

 

1,701

 

 

2,016

 

Decrease (increase) in accounts receivable

   (4,432  (9,046  11,975  

 

(9,769

)

 

16,166

 

 

(11,120

)

Decrease (increase) in other current assets

   48,070    3,311    (4,309

 

3,311

 

 

(972

)

 

1,905

 

Increase (decrease) in accounts payable and accrued expenses

   49,769    (7,532  (8,463

 

(16,809

)

 

 

(30,772

)

 

 

26,887

 

  

 

  

 

  

 

 

Net cash provided by continuing operations

 

275,433

 

 

219,721

 

 

 

268,994

 

Net cash provided by (used for) discontinued operations

 

 

 

 

42,508

 

 

 

(7,715

)

Net cash provided by operating activities

   311,662    284,904    262,229  

 

275,433

 

 

 

262,229

 

 

 

261,279

 

  

 

  

 

  

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

 

 

 

 

 

 

 

 

Capital expenditures

   (537,400  (1,005,503  (588,111

 

(651,226

)

 

(385,034

)

 

(422,244

)

Proceeds from sales of oil and gas properties

   66,428        166,686  

 

 

 

141,936

 

 

174

 

Proceeds from sales of marketable securities

   30,499    53,417    37,705  

 

53,417

 

 

 

37,705

 

 

 

13,392

 

  

 

  

 

  

 

 

Investing activities of continuing operations

 

(597,809

)

 

(205,393

)

 

 

(408,678

)

Cash flow from investing activities of discontinued operations:

 

 

 

 

 

 

 

Capital expenditures

 

(344,277

)

 

(203,077

)

 

(101,037

)

Proceeds from sale of oil and gas properties

 

 

 

 

24,750

 

 

 

823,072

 

Investing activities of discontinued operations

 

(344,277

)

 

 

(178,327

)

 

 

722,035

 

Net cash used for investing activities

   (440,473  (952,086  (383,720

 

(942,086

)

 

 

(383,720

)

 

 

313,357

 

  

 

  

 

  

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

 

 

 

 

 

 

 

 

 

Borrowings

   110,000    970,000    515,912  

 

970,000

 

 

515,912

 

 

305,000

 

Principal payments on debt

   (68,000  (287,000  (390,000

 

(287,000

)

 

(390,000

)

 

(835,000

)

Costs related to early extinguishment of debt

 

(529

)

 

 

 

(12,471

)

Debt issuance costs

   (4,847  (8,478  (6,709

 

(8,478

)

 

(6,709

)

 

(2,744

)

Proceeds from issuance of common stock

   1,427          

Tax withholding related to stock grants

 

 

 

 

 

(1,680

)

Repurchases of common stock

 

 

 

 

 

(9,232

)

Excess income taxes from stock-based compensation

   1,491    (612  (1,701

 

(612

)

 

(1,701

)

 

 

(2,016

)

  

 

  

 

  

 

 

Net cash provided by financing activities

   40,071    673,910    117,502  
  

 

  

 

  

 

 

Dividends paid

 

 

 

 

 

 

 

(17,997

)

Net cash provided by (used for) financing activities

 

673,381

 

 

 

117,502

 

 

 

(576,140

)

Net increase (decrease) in cash and cash equivalents

   (88,740  6,728    (3,989

 

6,728

 

 

(3,989

)

 

 

(1,504

)

Cash and cash equivalents, beginning of the year

   90,472    1,732    8,460  

 

1,732

 

 

 

8,460

 

 

 

4,471

 

  

 

  

 

  

 

 

Cash and cash equivalents, end of the year

  $        1,732   $        8,460   $        4,471  

$

8,460

 

 

$

4,471

 

 

$

2,967

 

  

 

  

 

  

 

 

The accompanying notes are an integral part of these statements.

F-7


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)   Summary of Significant Accounting Policies

Accounting policies used by Comstock Resources, Inc. reflect oil and natural gas industry practices and conform to accounting principles generally accepted in the United States of America.

Basis of Presentation and Principles of Consolidation

Comstock Resources, Inc. is engaged in oil and natural gas exploration, development and production, and the acquisition of producing oil and natural gas properties. The Company’s operations are primarily focused in Texas and Louisiana. The consolidated financial statementsstatements include the accounts of Comstock Resources, Inc. and its wholly owned or controlled subsidiaries (collectively, “Comstock” or the “Company”). During 2011 andThe consolidated statement of operations in 2012 the consolidated financial statements also includeincludes the accounts of a variable interest entity where the Company was the primary beneficiary of the arrangements. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company accounts for its undivided interest in oil and gas properties using the proportionate consolidation method, whereby its share of assets, liabilities, revenues and expenses are included in its financial statements.

Discontinued West Texas Operations

ReclassificationsIn December 2011, the Company completed an acquisition, from an unrelated party, of oil and gas properties in the Delaware Basin located in Reeves County in West Texas (the “West Texas Properties”).  The Company acquired proved oil and gas reserves of 25.2 million barrels of oil equivalent and leases covering 43,591 net acres for total cash consideration of $337.9 million.  Concurrent with acquiring the West Texas Properties, Comstock entered into a transaction structured as a reverse like-kind exchange in accordance with Section 1031 of the Internal Revenue Code. In connection with this reverse like-kind exchange, Comstock assigned the right to acquire ownership in the oil and gas properties that were acquired to a variable interest entity formed by an exchange accommodation titleholder. Comstock operated these properties pursuant to lease and management agreements with that entity, and had a call option which allowed the Company to terminate the exchange transaction at any time up and until the expiration date of the exchange. The exchange transaction was completed in May 2012 and the variable interest entity was then merged into a wholly owned subsidiary of the Company. Because the Company was the primary beneficiary of these arrangements, all revenues earned and expenses incurred related to the properties were included in the Company’s consolidated results of operations during the term of the agreements.

On May 14, 2013, the Company sold the West Texas Properties and certain other undeveloped leases to third parties for proceeds of $823.1 million and realized a gain of $230.0 million which is reflected as a component of income from discontinued operations in 2013.  As a result of this divestiture, the consolidated financial statements and the related notes thereto present the results of the Company's West Texas Properties as discontinued operations. No general and administrative cost incurred by Comstock was allocated to discontinued operations during the periods presented.  Unless indicated otherwise, the amounts presented in the accompanying notes to the consolidated financial statements relate to the Company's continuing operations.

F-8


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Assets and liabilities of discontinued operations as of December 31, 2012 were as follows:

 

(In thousands)

 

 

Accounts Receivable

$

5,924

  

Other Current Assets

 

1,644

  

Total Current Assets

 

7,568

  

 

Unproved Oil and Gas Properties

 

150,801

  

Proved Oil and Gas Properties:

 

 

 

Leasehold Costs

 

225,546

  

Wells and related equipment and facilities

 

180,475

  

Other

 

673

  

Accumulated depreciation, depletion and amortization

 

(46,129

)

Net Property and Equipment

 

511,366

  

Total Assets of Discontinued Operations

$

    518,934

  

 

Accounts Payable

$

21,302

  

Accrued Liabilities

 

10,371

  

Reserve for Future Abandonment Costs

 

1,607

  

Liabilities of Discontinued Operations

$

33,280

  

Income from discontinued operations is comprised of the following:

 

 

Year Ended
December 31,

 

 

2012

 

 

2013

 

Revenues:

 

(In thousands)

 

 

Oil and gas sales

$

47,109

 

 

$

25,125

 

 

Costs and expenses:

 

 

 

 

 

 

 

Production taxes

 

2,294

 

 

 

1,120

 

Gathering and transportation

 

1,047

 

 

 

501

 

Lease operating

 

9,372

 

 

 

9,853

 

Depletion, depreciation and amortization

 

21,428

 

 

 

8,649

 

Interest expense(1)

 

6,669

 

 

 

6,346

 

Total costs and expenses

 

40,810

 

 

 

26,469

 

 

Gain on sale

 

 

 

 

230,008

 

Income from discontinued operations before income taxes

 

6,299

 

 

 

228,664

 

 

 

 

 

Income tax expense:

 

 

 

 

 

 

 

Current

 

 

 

 

(2,218

)

Deferred

 

(3,280

)

 

 

(78,694

)

Total income tax expense

 

(3,280

)

 

 

(80,912

)

Net income from discontinued operations

$

3,019

 

 

$

147,752

 

____________

(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 $9,582 and $2,010 for the years ended December 31, 2012 and 2013, respectively.

Reclassifications

Certain reclassifications have been made to prior periods’ financial statements consisting primarily of reclassifications to conform toreflect the current presentation.Company’s West Texas oil and gas properties as discontinued operations and a change in the presentation of our derivative financial instruments.

F-9


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates. Changes in the future estimated oil and natural gas reserves or the estimated future cash flows attributable to the reserves that are utilized for impairment analysis could have a significant impact on the future results of operations.

Concentration of Credit Risk and Accounts Receivable

Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents, accounts receivable and derivative financial instruments. The Company places its cash with high credit quality financial institutions and its derivative financialfinancial instruments with financial institutions and other firms that management believes have high credit ratings. Substantially all of the Company’s accounts receivable are due from either purchasers of oil and gas or participants in oil and gas wells for which the Company serves as the operator. Generally, operators of oil and gas wells have the right to offset future revenues against unpaid charges related to operated wells. Oil and gas sales are generally unsecured. The Company’s policy is to assess the collectability of its receivables based upon their age, the credit quality of the purchaser or participant and the potential for revenue offset. The Company has not had any significant credit losses in the past and believes its accounts receivable are fully collectible. Accordingly, no allowance for doubtful accounts has been provided.

Marketable Securities

Marketable Securities

As of December 31, 2011 and 2012, the Company owned 1,806,000 and 600,000 shares respectively, of Stone Energy Corporation (“Stone”) common stock which was reflected in the consolidated balance sheets as marketable securities. During the year ended December 31, 2013 all of these shares were sold.  As of December 31, 2011 and 2012, the cost basis of the marketable

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

securities was $16.6 million and $5.5 million, respectively. As of December 31, 2011 and 2012, the estimated fair value of the marketable securities was $47.6 million and $12.3 million respectively, after recognizingan unrealized gain after income taxes of $20.2 million and $4.4 million, respectively.million. The Company doesdid not exert influence over the operating and financial policies of Stone, and has classified its investment in these shares as an available-for-sale security in the consolidated balance sheets.sheet. Available-for-sale securities arewere accounted for at fair value, with any unrealized gains and unrealized losses not determined to be other than temporary reported in the consolidated balance sheet within accumulated other comprehensive income as a separate component of stockholders’ equity. The Company utilizesutilized the specific identification method to determine the cost of any securities sold. During 2010,each of 2011, 2012 and 20122013, the Company sold 1,520,000, 1,991,000, 1,206,000 and 1,206,000600,000 shares of Stone common stock for proceeds of $30.5 million, $53.4 million, $37.7 million and $37.7$13.4 million, respectively. Comstock realized gains before income taxes of $16.5 million, $35.1 million, $26.6 million and $26.6$7.9 million on these sales during 2010, 2011, 2012 and 2012,2013, respectively. The Company reviews its available-for-sale securities to determine whether a decline in fair value below the respective cost basis is other than temporary. Unrealized losses are charged against net earnings when a decline in fair value is determined to be other than temporary.

Other Current Assets

Other current assets at December 31, 2011 and 2012 consist of the following:

   As of December 31, 
   2011   2012 
   (In thousands) 

Pipe and oil field equipment inventory

  $2,314    $1,922  

Production tax refunds receivable

        1,830  

Derivative settlements receivable

        1,693  

Drilling advances

        1,160  

Prepaid expenses

   397     300  

Other

   85     49  
  

 

 

   

 

 

 
  $2,796    $6,954  
  

 

 

   

 

 

 

Fair Value Measurements

The Company holds or has held certain items thatCertain accounts within the Company's consolidated balance sheets are required to be measured at fair value. These include cash equivalents held in bank accounts, marketable securities 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:

F-10


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

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,

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 assumptionsassumptions 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 participantparticipant assumptions.

The Company’s cash and marketable securities valuationvaluations are based on Level 1 measurements. The Company’s oil and natural gas price swap agreements were not traded on a public exchange, and their value was 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 was categorized as a Level 2 measurement.

The following table summarizes financial assets accounted for at fair value as of December 31, 2012:2013:

 

  Carrying Value
Measured at Fair
Value at
December 31, 2012
   Level 1   Level 2 

Carrying
Value
Measured at
Fair Value at
December 31,
2013

 

  

Level 1

 

  

Level 2

 

  (In thousands) 

(In thousands)

 

Assets measured at fair value on a recurring basis:

      

 

 

 

  

 

 

 

  

 

 

 

Cash held in bank accounts

  $4,471    $4,471    $  

$

2,967

  

  

$

2,967

  

  

$

  

Marketable securities

   12,312     12,312       

Derivative financial instruments

   11,651          11,651  

 

970

 

  

 

  

  

 

970

 

  

 

   

 

   

 

 

Total assets

  $28,434    $16,783    $11,651  

$

3,937

  

  

$

2,967

  

  

$

970

  

  

 

   

 

   

 

 

AsAt December 31, 2013, the Company had oil price swap agreements covering 1,985,000 barrels of oil to be produced in 2014 with a fair value of $970,000. At December 31, 2012, the Company had oil price swap agreements for 2,160,000 barrels of oil to be produced in 2013 with a fair value of $11.7 million. The Company has recognized an asset for this amount, and has recognized corresponding unrealized gain which is included in other income (expenses) during 2012. At December 31, 2011 the Company had oil price swap agreements for 1,440,000 barrels of oil to be produced in 2012 with a fair value of $0.5 million. The Company recognized a current asset for this amount, and recognized an unrealized gain of $0.3 million, net of income taxes of $0.2 million, which was included in other comprehensive income.

F-11


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(continued)

 

The following table summarizes the changes in the fair values of derivative financial instruments, which are Level 2 liabilities, for the years ended December 31, 2010, 2011 and 2012:

                                                      
       2010           2011           2012     
   (In thousands) 

Balance beginning of period

  $    $    $459  

Purchases and settlements (net)

             (9,766)  

Total realized or unrealized gains:

      

Realized gains included in earnings

             9,766  

Unrealized gains included in earnings

             11,651  

Unrealized gains included in other
comprehensive income

        459     (459)  
  

 

 

   

 

 

   

 

 

 

Balance end of period

  $        —    $      459    $11,651  
  

 

 

   

 

 

   

 

 

 

The following table presents the carrying amounts and estimated fair value of the Company’s other financial instrumentslong-term debt as of December 31, 20112012 and 2012:2013:

 

   2011   2012 
   Carrying
Value
   Fair
Value
   Carrying
Value
   Fair
Value
 
   (In thousands) 

Long-term debt, including current portion

  $1,196,908    $1,167,000    $1,324,383    $1,382,000  

 

2012

 

 

2013

 

 

Carrying
Value

 

 

Fair
Value

 

 

Carrying
Value

 

 

Fair
Value

 

 

(In thousands)

 

 

Fixed rate debt

$

884,383

 

 

$

942,000

 

 

$

588,700

 

 

$

650,250

 

Floating rate debt

$

440,000

 

 

$

440,000

 

 

$

210,000

 

 

$

210,000

 

The fair market value of the Company’s fixed rate debt was based on the market prices as of December 31, 20112012 and 2012,2013, a Level 1 measurement. The fair value of the floating rate debt outstanding at December 31, 20112012 and 20122013 approximated its carrying value, a Level 2 measurement.

Property and Equipment

The Company follows the successful efforts method of accounting for its oil and gas properties. Acquisition costs for proved oil and gas properties, costs of drilling and equipping productive wells, and costs of unsuccessful development wells are capitalized and amortized on an equivalent unit-of-production basis over the life of the remaining related oil and gas reserves. Equivalent units are determined by converting oil to natural gas at the ratio of one barrel of oil for six thousand cubic feet of natural gas. This conversion ratio is not based on the price of oil or natural gas, and there may be a significant difference in price between an equivalent volume of oil versus natural gas. Cost centers for amortization purposes are determined on a field area basis. Costs incurred to acquire oil and gas leasehold are capitalized. The estimated future costs of dismantlement, restoration, plugging and abandonment of oil and gas properties and related facilities disposal are capitalized when asset retirement obligations are incurred and amortized as part of depreciation, depletion and amortization expense. The costs of unproved properties which are determined to be productive are transferred to proved oil and gas properties and amortized on an equivalent unit-of-production basis. Exploratory expenses, including geological and geophysical expenses and delay rentals for unevaluated oil and gas properties, are charged to expense as incurred. Unproved oil and gas properties are periodically assessed for impairment on a property by property basis, and any impairment in value is charged to exploration expense. During 2011, 2012 and 2012,2013, impairment charges of $9.8 million, $61.3 million and $61.3$33.0 million, respectively, were recognized in exploration expense related to certain leases that the Company no longer expects to drill on. Exploratory drilling costs are initially capitalized as unproved 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.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company periodically assesses the need for an impairment of the costs capitalized for its oil and gas properties on a property or cost center basis. If impairment is indicated based on undiscounted expected future cash flows attributable to the property, then a provision for impairment is recognized to the extent that net capitalized costs exceed thethe estimated fair value of the property. The fair value is based upon estimated discounted future cash flows which are derived from Level 3 inputs. Expected future cash flows are determined using estimated future prices based on market based forward prices applied to projected future production volumes. Costs are also projected to escalate at a rate that is based upon the Company’s historical experience. The projected production volumes are based on the property’s proved and risk adjusted probable oil and natural gas reserve estimates at the end of the period. The oil and natural gas prices used for determining asset impairments will generally differ from those used in the standardized measure of discounted future net cash flows because the standardized measure requires the

F-12


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

use of an average price based on the first day of each month of the preceding year and is limited to proved reserves. The Company recognized impairment charges related to its oil and gas properties of $0.2 million, $60.8 million, and $25.4 million and $0.7 million in 2010, 2011, 2012, and 2012,2013, respectively.

Other property and equipment consists primarily of gas gathering systems, computer equipment, furniture and fixtures and an airplane which are depreciated over estimated useful lives ranging from three to 31 1/2½ years on a straight-line basis.

Other Assets

Other assets primarily consist of deferred costs associated with issuance of the Company’s senior notes and bank credit facility. These costs are amortized over the life of the senior notes and the life of the bank credit facility on a straight-line basis which approximates the amortization that would be calculated using an effective interest rate method.

Accrued Expenses

Accrued expenses at December 31, 20112012 and 20122013 consist of the following:

 

                              

As of December 31,

 

  As of December 31, 

2012

 

  

2013

 

  2011   2012 

(In thousands)

 

 

  (In thousands) 

Accrued oil and gas property acquisition costs

$

2,413

  

  

$

40,128

  

Accrued drilling costs

  $29,291    $14,050  

 

4,726

  

  

 

34,914

 

Accrued interest payable

   11,113     12,351  

 

12,351

  

  

 

7,051

 

Advance from joint venture partner

   —       7,286  

 

7,286

  

  

 

 

Accrued oil and gas property acquisition costs

   31,988     2,413  

Other

   13,110     11,272  

 

10,225

  

  

 

9,204

 

  

 

   

 

 

$

37,001

  

  

$

91,297

  

  $85,502    $47,372  
  

 

   

 

 

Reserve for Future Abandonment Costs

The Company’s asset retirement obligations relate to future plugging and abandonment costs of its oil and gas properties and related facilities disposal. The Company records a liability in the period in which an asset retirement obligation is incurred, in an amount equal to the discounted estimated fair value of the obligation that is capitalized. Thereafter, this liability is accreted up to the final retirement cost. Accretion of the discount is included as part of depreciation, depletion and amortization in the accompanying consolidated financial statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the changes in the Company’s total estimated liability:

 

                                                      
  2010 2011 2012 

2011

 

 

2012

 

 

2013

 

  (In thousands) 

(In thousands)

 

Reserve for Future Abandonment Costs at beginning of the year

  $6,561   $6,674   $13,997  

$

6,674

 

 

$

13,256

 

 

$

16,387

 

New wells placed on production

   338    417    1,837  

 

417

 

 

833

 

 

1,083

 

Changes in estimates

   596    5,839    2,736  

 

5,839

 

 

2,900

 

 

(3,324

)

Acquisition liabilities assumed

       741      

Liabilities settled and assets disposed of

   (1,212  (56  (1,304

 

(56

)

 

(1,281

)

 

(558

)

Accretion expense

   391    382    728  

 

382

 

 

 

679

 

 

 

946

 

  

 

  

 

  

 

 

Reserve for Future Abandonment Costs at end of the year

  $6,674   $13,997   $17,994  

$

13,256

 

 

$

16,387

 

 

$

14,534

 

  

 

  

 

  

 

 

F-13


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Stock-based Compensation

The Company has stock-based employee compensation plans under which stock awards, comprised of restricted stock, stock options and performance share units, are issued to employees and non-employee directors. The Company follows the fair value based method in accounting for equity-based compensation. Under the fair value based method, compensation cost is measured at the grant date based on the fair value of the award and is recognized on a straight-line basis over the award vesting period. Excess tax benefits on stock-based compensation are recognized as an adjustment to additional paid-in capital and as a part of cash flows from financing activities.

Segment Reporting

The Company presently operates in one business segment, the exploration and production of oil and natural gas.

Derivative Financial Instruments and Hedging Activities

The Company accounts for derivative financial instruments (including certain derivative instruments embedded in other contracts) as either an asset or liability measured at its fair value. Changes in the fair value of derivatives are recognized currently in earnings unless specific hedge accounting criteriacriteria are met. The Company estimates fair value based on a discounted cash flow model and quotes obtained from the counterparties to the derivative contract.model. The fair value of derivative contracts that expire in less than one year are recognized as current assets or liabilities. Those that expire in more than one year are recognized as long-term assets or liabilities. Derivative financial instruments that are not accounted for as hedges are adjusted to fair value through income. If the derivative is designated as a cash flow hedge, changes in fair value are recognized in other comprehensive income until the hedged item is recognized in earnings.

Major Purchasers

Major Purchasers

In 2013, the Company had two purchasers of its oil and natural gas production that accounted for 51% and 36% of total oil and gas sales. In 2012, the Company had two purchasers of its oil and natural gas production that accounted for 42% and 27%, respectively, of total oil and gas sales. In 20112011, the Company had two purchasers of its oil and natural gas production that accounted for 49% and 14%, respectively, of total oil and gas sales. In 2010 the Company had one purchaser of its oil and natural gas production that accounted for 39% of total oil and gas sales. The loss of any of these customers would not have a material adverse effect on the Company as there is an available market for its oil and natural gas production from other purchasers.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenue Recognition and Gas Balancing

Comstock utilizes the sales method of accounting for oil and natural gas revenues whereby revenues are recognized at the time of delivery based on the amount of oil or natural gas sold to purchasers. Revenue is typically recorded in the month of production based on an estimate of the Company’s share of volumes produced and prices realized. Revisions to such estimates are recorded as actual results are known.known. The amount of oil or natural gas sold may differ from the amount to which the Company is entitled based on its revenue interests in the properties. The Company did not have any significant imbalance positions at December 31, 20112012 or 2012.2013. Sales of oil and natural gas generally occur at 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 operating expenses.

General and Administrative Expenses

General and administrative expenses are reported net of reimbursements of overhead costs that are received from working interest owners of the oil and gas properties operated by the Company of $10.6 million, $10.5 million, and $11.5 million and $11.9 million in 2010, 2011, 2012 and 2012,2013, respectively.

F-14


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Income Taxes

The Company accounts for income taxes using the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis, as well as the future tax consequences attributable to the future utilization of existing tax net operating loss and other types of carryforwards. Deferred tax assetsassets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that the change in rate is enacted.

Earnings Per Share

Basic earnings per share is determined without the effect of any outstanding potentially dilutive stock options and diluted earnings per share is determined with the effect of outstanding stock options that are potentially dilutive. Unvested share-based payment awards containing nonforfeitable rights to dividends are considered to be participatory securities and included in the computation ofof basic and diluted earnings per share pursuant to the two-class method. Performance share units (“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.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Basic and diluted earnings per share for 2010, 2011, 2012 and 20122013 were determined as follows:

 

2011

 

 

2012

 

 

2013

 

  2010 2011 2012 

Loss

 

 

Shares

 

  

Per Share

 

 

Income
(Loss)

 

 

Shares

 

  

Per Share

 

 

Income
(Loss)

 

  

Shares

 

  

Per Share

 

  Loss Shares   Per Share Loss Shares   Per Share Loss Shares   Per Share 

(In thousands except per share data)

 

  (In thousands except per share data) 

 

 

Net Loss

  $(19,586    $(33,472    $(100,060   

Income Allocable to Unvested Stock Grants

                      
  

 

     

 

     

 

    

Basic Net Loss Attributable to Common Stock

  $(19,586  45,561    $(0.43 $(33,472  45,997    $(0.73 $(100,060  46,422    $(2.16
     

 

     

 

     

 

 

Net Loss From Continuing Operations

$

(33,472

 

 

 

 

  

 

 

 

 

$

(103,079

 

 

 

 

  

 

 

 

 

$

(106,723

)

  

 

 

 

  

 

 

 

Loss Allocable to Unvested Stock Grants

 

  

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

  

 

 

 

 

 

3,424

  

  

 

 

 

  

 

 

 

Basic Net Loss From Continuing Operations Attributable to Common Stock

$

(33,472

 

 

45,997

  

  

$

(0.73

 

$

(103,079

 

 

46,422

  

  

$

(2.22

 

$

(103,299

)

  

 

46,553

 

  

$

(2.22

)  

Effect of Dilutive Securities:

             

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

  

 

 

 

  

 

 

 

Stock Options

                               

 

  

 

 

  

  

 

 

 

 

 

  

 

 

  

  

 

 

 

 

 

  

  

 

  

  

 

 

 

Performance Stock Units

                               

 

  

 

 

  

  

 

 

 

 

 

  

 

 

  

  

 

 

 

 

 

  

  

 

  

  

 

 

 

  

 

  

 

    

 

  

 

    

 

  

 

   

Diluted Net Loss Attributable to Common Stock

  $(19,586  45,561    $(0.43 $(33,472  45,997    $(0.73 $(100,060  46,422    $(2.16
  

 

  

 

   

 

  

 

  

 

   

 

  

 

  

 

   

 

 

Diluted Net Loss From Continuing Operations Attributable to Common Stock

$

(33,472

 

 

45,997

  

  

$

(0.73

 

$

(103,079

 

 

46,422

  

  

$

(2.22

 

$

(103,299

)  

  

 

46,553

 

  

$

(2.22

)  

Net Income From Discontinued Operations

 

 

  

 

 

 

 

  

 

 

 

 

$

3,019

  

 

 

 

 

  

 

 

 

 

$

147,752

  

  

 

 

 

  

 

 

 

Income Allocable to Unvested Stock Grants

 

 

  

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

  

 

 

 

 

 

(4,742

)

  

 

 

 

  

 

 

 

Basic Net Income From Discontinued Operations Attributable to Common Stock

 

 

  

 

 

 

  

  

 

 

  

 

$

3,019

  

 

 

46,422

  

  

$

0.06

  

 

$

143,010

  

  

 

46,553

 

  

$

3.07

  

Effect of Dilutive Securities:

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

  

 

 

 

  

 

 

 

Stock Options

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

  

  

 

 

 

 

 

— 

 

  

 

 

  

 

 

 

Performance Stock Units

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

  

  

 

 

 

 

 

 

  

 

 

  

 

 

 

Diluted Net Income From Discontinued Operations Attributable to Common Stock

 

 

 

 

 

 

 

 

 

 

  

 

$

3,019

  

 

 

46,422

  

  

$

0.06

  

 

$

143,010

  

  

 

46,553

 

  

$

3.07

  

F-15


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

At December 31, 2010, 2011, 2012 and 2012, 2,069,275,2013, 2,114,520, 1,960,835 and 1,960,8351,515,889 shares of unvested 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. Weighted average shares of unvested restricted stock included in common stock outstanding were as follows:

 

   2010   2011   2012 
   (In thousands) 

Unvested restricted stock

   1,715     1,683     1,737  

 

2011

  

 

2012

  

 

2013

 

 

(In thousands)

 

 

Unvested restricted stock

 

1,683

 

 

 

1,737

 

 

 

1,544

 

All stock options, unvested stock and PSUs were anti-dilutive to earnings and excluded from weighted average shares used in the computation of earnings per share due to the net loss from continuing operations in each period.

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

 

  2010   2011   2012 

2011

  

 

2012

  

 

2013

 

  (In thousands except per share data) 

(In thousands except per share data)

 

Weighted average anti-dilutive stock options

   240     215     168  

  

215

  

 

168

  

 

130

 

Weighted average exercise price

  $35.98    $36.42    $37.81  

$

36.42

  

 

$

37.81

  

 

$

32.90

 

Weighted average performance share units

 

 

 

 

 

 

 

75

 

Weighted average grant date fair value per unit

$

 

 

$

 

 

$

20.92

 

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.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash payments made for interest and income taxes for the years ended December 31, 2010, 2011, 2012 and 2012,2013, respectively, were as follows:

 

                                                      
  2010 2011 2012 

2011

 

 

2012

 

 

2013

 

  (In thousands) 

(In thousands)

 

Cash Payments:

    

 

 

 

 

 

 

 

Interest payments

  $  40,467   $  49,109   $  79,001  

$

49,109

  

 

$

79,001

  

 

$

83,560

  

Income tax refunds

  $(48,575 $(1,403 $(58

Income tax payments (refunds)

$

(1,403

 

$

(58

 

$

769

 

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 $13.0 million, $13.2 million, and $20.9 million and $4.7 million in 2010, 2011, 2012 and 2012,2013, respectively, which reduced interest expense and increased the carrying value of its unevaluated oil and gas properties.

F-16


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Comprehensive Loss

Comprehensive Loss

Comprehensive loss consists of the following:

                                                               
   For the Year Ended December 31, 
   2010  2011  2012 
   (In thousands) 

Net Loss

  $(19,586 $(33,472 $(100,060

Other comprehensive income (loss):

    

Realized gains on marketable securities reclassified to earnings, net of provision for income taxes of ($5,785) in 2010, ($12,291) in 2011 and ($9,318) in 2012

   (10,744  (22,827  (17,303

Unrealized hedging gains, net of provision for (benefit from) income taxes of $161 in 2011 and ($161) in 2012

       298    (298

Unrealized gains on marketable securities, net of provision for income taxes of $6,707 in 2010, $5,748 in 2011 and $831 in 2012

       12,455        10,675    1,543  
  

 

 

  

 

 

  

 

 

 

Total comprehensive loss

  $(17,875 $(45,326 $(116,118
  

 

 

  

 

 

  

 

 

 

 

For the Year Ended December 31,

 

 

2011

 

  

2012

 

  

2013

 

 

(In thousands)

 

 

Net income (loss)

$

(33,472

  

$

(100,060

  

$

41,029

  

Other comprehensive income (loss):

 

 

 

  

 

 

 

  

 

 

 

Realized gains on marketable securities reclassified to
earnings, net of income taxes of $12,291, $9,318 and
$2,757 in 2011, 2012 and 2013, respectively

 

(22,827

  

 

(17,303

  

 

(5,120

)

Unrealized hedging gains, net of provision for (benefit from) income taxes of $161, ($161) , and $— in 2011,  2012
and 2013, respectively

 

298

  

  

 

(298

  

 

 

Unrealized gains on marketable securities, net of provision
for income taxes of $5,748, $831, and $377 in 2011,
2012 and 2013, respectively

 

10,675

  

  

 

1,543

  

  

 

702

 

Total comprehensive income (loss)

$

(45,326

  

$

(116,118

  

$

36,611

  

The following table provides a summary of the amounts included in accumulated other comprehensive income, net of income taxes, for the years ended December 31, 2010, 2011, 2012 and 2012:2013:

 

                                                      

  

Oil
Price Swap
Agreements

 

  

Marketable
Securities

 

  

Total
Accumulated
Comprehensive
Income

 

  Oil
Price Swap
Agreements
 Marketable
Securities
 Total
Accumulated
Comprehensive
Income
 
  (In thousands) 

Balance as of December 31, 2009

  $   $30,619   $30,619  

Reclassification to earnings

       (10,744  (10,744

Changes in value

       12,455    12,455  
  

 

  

 

  

 

 

  

(In thousands)

 

 

Balance as of December 31, 2010

       32,330    32,330  

 

$

 

 

$

32,330

 

 

$

32,330

 

Reclassification to earnings

       (22,827  (22,827

 

 

 

(22,827

)

 

(22,827

)

Changes in value

   298    10,675    10,973  

 

 

298

 

 

 

10,675

 

 

 

10,973

 

  

 

  

 

  

 

 

Balance as of December 31, 2011

   298    20,178    20,476  

 

 

298

 

 

 

20,178

 

 

 

20,476

 

Reclassification to earnings

   (298  (17,303  (17,601

 

(298

)

 

(17,303

)

 

(17,601

)

Changes in value

       1,543    1,543  

 

 

 

 

 

1,543

 

 

 

1,543

 

  

 

  

 

  

 

 

Balance as of December 31, 2012

  $          —   $  4,418   $4,418  

 

 

 

 

 

4,418

 

 

 

4,418

 

  

 

  

 

  

 

 

Reclassification to earnings

 

 

 

(5,120

)

 

(5,120

)

Changes in value

 

 

 

 

 

702

 

 

 

702

 

Balance as of December 31, 2013

 

$

 

 

$

 

 

$

 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Subsequent Events

Subsequent events were evaluated through the issuance date of these consolidated financial statements.

(2)  Acquisitions and Dispositions of Oil and Gas Properties

On December 29, 2011, the Company completed an acquisition, from an unrelated party, of oil and gas properties in the Delaware Basin located in Reeves County in West Texas (the “Delaware Basin Acquisition”). Total cash consideration paid of $337.9 million was funded with borrowings under the Company’s bank credit facility. The Company acquired proved oil and gas reserves of 25.2 million barrels of oil equivalent and leases covering 43,591 net acres. The effective date of the acquisition was November 1, 2011. Concurrent with the Delaware Basin Acquisition, Comstock entered into a transaction structured as a reverse like-kind exchange in accordance with Section 1031 of the Internal Revenue Code. In connection with this reverse like-kind exchange, Comstock assigned the right to acquire ownership in the oil and gas properties that were acquired to a variable interest entity formed by an exchange accommodation titleholder. Comstock operated these properties pursuant to lease and management agreements with that entity, and had a call option which allowed the Company to terminate the exchange transaction at any time up and until the expiration date of the exchange. The exchange transaction was completed in May 2012 and the variable interest entity was then merged into a wholly owned subsidiary of the Company. Because the Company was the primary beneficiary of these arrangements, the properties acquired are included in its consolidated balance sheet as of December 31, 2011, and all revenues earned and expenses incurred related to the properties were included in the Company’s consolidated results of operations during the term of the agreements.

The purchase price allocation, including final post-closing adjustments finalized during 2012, was as follows:

   (In thousands) 

Consideration paid:

  

Cash

  $337,896  
  

 

 

 

Total consideration paid

  $337,896  
  

 

 

 

Amounts recognized for the fair value of assets acquired and liabilities assumed were as follows:

   (In thousands) 

Proved properties

  $205,758  

Unproved properties

   143,751  

Asset retirement obligation

   (741

Liabilities assumed

   (10,872
  

 

 

 

Net fair value of properties acquired and liabilities assumed

  $337,896  
  

 

 

 

On December 30, 2011,During 2013, the Company acquired oil and gas properties in NorthEast Texas for $67.4 million and in Mississippi and Louisiana from a third party for $27.1$53.3 million.  ThisThe East Texas acquisition included provedone producing well and approximately 21,000 net acres which are prospective for oil in the Eagle Ford shale formation.  The Mississippi and gas reserves of 13 billion cubic feet of natural gas equivalent and leases covering 3,500Louisiana acquisition included approximately 51,000 net acres.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Comstock consideredacres which are prospective for oil in the property acquisitions as business combinations and estimated the fair value of the properties as of the acquisition date. To estimate the fair value of the properties, the Company used a net asset value approach. The Company utilized a discounted cash flow model that took into account the following inputs to arrive at estimates of future net cash flows:

Estimated ultimate recovery of oil and natural gas;

Estimated future commodity prices based on NYMEX oil and natural gas futures prices adjusted for estimated location and quality differentials as well as related transportation costs;

Estimated future production rates; and

Estimated timing and amounts of future operating and development costs.

To estimate the fair value of proved properties, the Company discounted the future net cash flows using a market-based rate that the Company determined appropriate at the acquisition date for the various proved reserve categories. Due to the unobservable nature of the inputs, the fair values of the proved and unproved oil and gas properties are considered Level 3 fair value measurements.Tuscaloosa Marine shale formation.

During 2012, the Company completed the sale of certain oil and gas properties located in Tyler and Polk counties in South Texas and Lincoln Parish in North Louisiana. The Company received aggregate net proceeds of $119.8 million and recognized a total gain of $26.0 million from these transactions. Also during 2012, the Company completed the sale of certain non-operated oil and gas properties acquired as part of the Delaware Basin Acquisition and received net proceeds of $24.8 million. The Company accounted for the disposal of these properties as a retirement since they represented a small portion of the assets within one of its major oil and gas properties.

F-17


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

On July 30, 2012, the Company entered into a participation agreement with Kohlberg Kravis Roberts & Co L.P. (together with its affiliates, “KKR”) providing for the participation of KKR in Comstock’s future development of certain of its Eagle Ford shale properties in South Texas. Under the terms of the participation agreement, KKR has the right to participate for one-third of Comstock’s working interest in wells drilleddrilled on the Company’s 28,160 net acresacreage comprising its Eagleville field in exchange for KKR paying $25,000 per acre for the net acreage being acquired and one-third of the wells costs. Each well that KKR participates in is intended to earn KKR approximately one-third of the Company’s working interest in approximately 80 acres. The agreement applies to wells spud by the Company on or subsequent to March 31, 2012. The Company retains all of its interest in wells that were spud prior to March 31, 2012. Subject to certain conditions, KKR is obligated to acquire acreage for the first 100 wells drilled on the Company’s Eagle Ford Shale acreage after July 30, 2012 and can continue to participate in additional wells drilled on the acreage under the same terms. Comstock received $23.8 million from KKR to fund its participation in drilling activity before the closing on July 30, 2012. During 2012 theThe Company also received $8.7 million and $51.5 million for acreage and facility costs for new wells drilled subsequent to the closing. The Company accounted for the receipt of these funds as a retirement since they represented a small portion of the costs within one of its major oilclosing in 2012 and gas properties.2013, respectively. Formation costs of $1.7 million incurred in connection with this joint venture are reflected as a reduction to the realized gaingains on salesales of oil and gas properties in the consolidated financial statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

On December 30, 2011, the Company acquired oil and gas properties in North Louisiana from a third party for $27.1 million. This acquisition included proved oil and gas reserves of 13 billion cubic feet of natural gas equivalent and leases covering 3,500 net acres.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)In connection with acquisitions of producing oil and gas properties,

the Company estimates the value of proved properties based on estimated future net cash flows and discounts them using a market-based rate that the Company determined appropriate at the acquisition date for the various proved reserve categories. Due to the unobservable nature of the inputs, the fair values of the proved oil and gas properties are considered Level 3 fair value measurements.

 

(3)  Oil and Gas Producing Activities

Set forth below is certain information regarding the aggregate capitalized costs of oil and gas properties and costs incurred by the Company for its oil and gas property acquisition, development and exploration activities:

Capitalized Costs

 

  As of December 31, 

As of December 31,

 

  2011 2012 

2012

 

 

2013

 

  (In thousands) 

(In thousands)

 

 

Unproved properties

  $369,096   $263,652  

$

112,851

 

 

$

134,350

 

Proved properties:

   

 

 

 

 

 

Leasehold costs

   1,162,094    1,125,460  

 

899,914

 

 

971,239

 

Wells and related equipment and facilities

   2,314,052    2,654,256  

 

2,473,781

 

 

2,810,074

 

Accumulated depreciation depletion and amortization

   (1,349,871  (1,588,046

 

(1,541,969

)

 

 

(1,861,894

)

  

 

  

 

 

$

1,944,577

 

 

$

2,053,769

 

  $  2,495,371   $  2,455,322  
  

 

  

 

 

Costs IncurredF-18


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

   For the Years Ended December 31, 
   2010   2011   2012 
   (In thousands) 

Property Acquisitions:

      

Unproved property acquisitions

  $134,728    $255,699    $29,677  

Proved property acquisitions

        219,402     3,235  

Development costs

   315,041     496,506     514,629  

Exploration costs

   87,823     83,182     5,522  
  

 

 

   

 

 

   

 

 

 
  $      537,592    $   1,054,789    $      553,063  
  

 

 

   

 

 

   

 

 

 

Costs Incurred

 

For the Years Ended December 31,

 

 

2011

 

 

2012

 

 

2013

 

 

(In thousands)

 

Property Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

Unproved property acquisitions

$

103,946

 

 

$

13,742

 

 

$

130,113

 

Proved property acquisitions

 

16,879

 

 

 

 

 

 

6,471

 

Development costs

 

496,506

 

 

 

331,254

 

 

 

341,970

 

Exploration costs

 

83,182

 

 

 

5,522

 

 

 

439

 

 

$

700,513

 

 

$

350,518

 

 

$

478,993

 

(4) Long-term Debt

Long-term debt is comprised of the following:

 

   As of December 31, 
   2011  2012 
   (In thousands) 

Bank credit facility

  $600,000   $440,000  

8 3/8% senior notes due 2017

   300,000    300,000  

Discount related to 8 3/8% senior notes due 2017

   (3,092  (2,556

7 3/4% senior notes due 2019

   300,000    300,000  

9 1/2% senior notes due 2020

       300,000  

Discount related to 9 1/2% senior notes due 2020

       (13,061
  

 

 

  

 

 

 
  $    1,196,908   $    1,324,383  
  

 

 

  

 

 

 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

As of December 31,

 

 

2012

 

 

2013

 

 

(In thousands)

 

Bank credit facility

$

440,000

  

 

$

210,000

  

8⅜% senior notes due 2017

 

300,000

 

 

 

 

Discount related to 8⅜% senior notes due 2017

 

(2,556

)

 

 

 

73/4% senior notes due 2019

 

300,000

 

 

 

300,000

 

91/2% senior notes due 2020

 

300,000

 

 

 

300,000

 

Discount related to 91/2% senior notes due 2020

 

(13,061

)

 

 

(11,300

)

 

$

1,324,383

 

 

$

798,700

 

The discount on the 8 3/8% and 9 1/2% senior notes areis being amortized over the life of the senior notes using the effective interest rate method.

The following table summarizes Comstock’s debt as of December 31, 2012 by year of maturity:

 

          2013                 2014                2015                2016                2017         Thereafter          Total        
   (In thousands) 

Bank credit facility

  $             —    $             —    $440,000    $             —    $    $    $440,000  

8 3/8% senior notes

                       297,444          297,444  

7 3/4% senior notes

                            300,000     300,000  

9 1/2% senior notes

                            286,939     286,939  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  $    $    $    440,000    $    $    297,444    $    586,939    $1,324,383  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

2014

 

  

2015

 

  

2016

 

  

2017

 

  

2018

 

  

Thereafter

 

  

Total

 

 

(In thousands)

 

 

Bank credit facility

$

 

 

$

 

 

$

 

 

$

 

 

$

210,000

 

 

$

 

 

$

210,000

 

73/4% senior notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

300,000

 

 

 

300,000

 

91/2% senior notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

288,700

 

 

 

288,700

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

210,000

 

 

$

588,700

 

 

$

798,700

 

Comstock has a $850.0 million$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 30, 2015.22, 2018. Indebtedness under the bank credit facility is secured by substantially 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 December 31, 2013, the borrowing base was $625.0 million, of which $415.0 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 borrowing base is at the sole discretion of the administrative agent and the bank group. As of December 31, 2012, the borrowing base was $570.0 million, $130.0 million of which was available. 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 1.75%1.5% to 2.75%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 0.75%0.5% to 1.75%1.5%. A commitment fee of 0.375% to

F-19


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

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 $50.0$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 of current assets, including availability underand the bank credit facility, to current liabilities and maintenance of a leveragean interest coverage ratio. The Company was in compliance with these covenants as of December 31, 2012.2013.

OnAt December 31, 2012, Comstock had $300.0 million in principal amount of 83/8% senior notes outstanding with a maturity date of October 15, 2017 (the "2017 Notes").  In June 5, 20122013, the Company issuedrepurchased $2.2 million in principal amount of the 2017 Notes at 103.3% of the par value and on September 13, 2013, the Company called all of the remaining 2017 Notes at the call price of 104.2% of par value for redemption on October 15, 2013. The redemption amount of $310.2 million was funded with cash on hand of $210.2 million and borrowings under the Company's bank credit facility.  As a result of this redemption, the Company realized a loss on early extinguishment of debt, before income taxes, of approximately $17.9 million comprised of the premium paid for the redemption, the costs incurred related to the redemption and the write-off of unamortized debt issuance costs, including original issuance discount.  

Comstock has $300.0 million of senior notes (the “2020 Notes”) pursuant to an underwritten public offering. The 2020 Notes are due on June 15, 2020 and bears interest at 97 13/24%, which is payable semi-annually on each June 15 and December 15. Proceeds from the issuance of the 2020 Notes were used to pay down outstanding borrowings under the Company’s bank credit facility. On March 14, 2011, Comstock issued $300.0 million of senior notes (the “2019 Notes”) pursuant to an underwritten public offering. The 2019 Notesoutstanding which are due on April 1, 2019 and bear interest at 7 3/4%, which is payable semiannuallysemi-annually on each April 1 and October 1.  Comstock also has $300.0 million of 89 31/82% senior notes outstanding(the “2020 Notes”) which matureare due on OctoberJune 15, 2017 (the “2017 Notes”). Interest on the 2017 Notes2020 and bear interest which is payable semiannuallysemi-annually on each AprilJune 15 and OctoberDecember 15.  The 2017, 2019 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 December 31, 2012,2013, 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.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On January 1, 2011, Comstock had $172.0 million in principal amount of 67/8% senior notes outstanding due in 2012 (the “2012 Notes”). Comstock redeemed all of the 2012 Notes in March 2011 for $172.4 million. The early extinguishment of the 2012 Notes resulted in a loss of $1.1 million which is included in interest expense in the consolidated financial statements.million. This loss is comprised of the premium paid for the redemption of the 2012 Notes, the costs incurred related to the tender offer, and the write-off of unamortized debt issuance costs related to the 2012 Notes.

F-20


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

(5) Commitments and Contingencies

Commitments

Commitments

The Company rents office space and other facilities under noncancelable operating leases. Rent expense for the years ended December 31, 2010, 2011, 2012 and 20122013 was $1.3 million, $1.1 million, $1.4 million and $1.4$1.4 million, respectively. Minimum future payments under the leases are as follows:

 

(In thousands)

 

  (In thousands) 

2013

  $1,983  

2014

   2,012  

$

1,955

  

2015

   2,038  

 

1,994

  

2016

   1,994  

 

1,993

  

2017

   2,021  

 

2,021

  

2018

 

2,060

  

Thereafter

   6,740  

 

4,680

 

  

 

 

$

14,703

  

  $16,788  
  

 

 

As of December 31, 2012,2013, the Company had commitments for contracted drilling rigs of $65.3$44.9 million through November 2015.

The Company has entered into natural gas transportation and treating agreements through July 2019. Maximum commitments under these transportation agreements as of December 31, 20122013 totaled $25.3$19.4 million.

Contingencies

Contingencies

From time to time, the Company is involved in certain litigation that arises in the normal course of its operations. The Company records a loss contingency for these matters when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company does not believe the resolution of these matters will have a material effect on the Company’s financial position or results of operations and no material amounts are accrued relative to these matters at December 31, 2011 2012 or 2012.2013.

(6) Stockholders’ Equity

The authorized capital stock of Comstock consists of 75 million shares of common stock, $.50$0.50 par value per share, and 5 million shares of preferred stock, $10.00 par value per share. The preferred stock may be issued in one or more series, and the terms and rights of such stock will be determined by the Board of Directors. There were no shares of preferred stock outstanding at December 31, 20112012 or 2012.2013.

On each of May 15, 2013, August 22, 2013 and November 26, 2013, the 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 May 31, 2013, September 6, 2013 and December 6, 2013.  Dividends in the aggregate amount of $18.0 million were paid during 2013. The Board of Directors also 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 during 2013, and all shares purchased by the Company were cancelled.

F-21


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(continued)

 

(7) Stock-based Compensation

The Company grants restricted shares of common stock, stock options and performance share units to key employees and directors as part of their compensation under the 2009 Long-term Incentive Plan. Future awards of stock options, restricted stock grants or other equity awards under the 2009 Long-term Incentive Plan are available with up to 1,607,3721,588,053 shares of common stock.

During 2010, 2011, 2012 and 2012,2013, the Company had $17.4 million, $15.0 million, $13.7 million and $13.7$12.8 million, respectively, in stock-based compensation expense which is in general and administrative expenses. The excess income tax benefit realizedprovisions from tax deductions associated with stock-based compensation recognized in additional paid in capital totaled $1.5 million in 2010 and excess tax provisions from tax deductions associated with stock-based compensation ofwere $0.6 million, and $1.7 million were recognized in additional paid in capitaland $2.0 million for the years ended December 31, 2011, 2012 and 2012,2013, respectively.

Stock Options

The Company amortizes the fair value of stock options granted over the vesting period using the straight-line method. Compensation expense recognized for outstanding stock options was $0.4 million for the year ended December 31, 2010.

The Company has not issued any stock options since 2008. The following table summarizes information related to stock options outstanding at December 31, 2012:2013:

 

Exercise

Price

  Weighted Average
Remaining  Life
(in years)
   Number of
Options
Outstanding
   Number of
Options
Exercisable
 

$32.50

   2.9     51,500     51,500  

$33.22

   4.0     65,650     65,650  

$54.36

   0.4     40,000     40,000  
    

 

 

   

 

 

 
     157,150     157,150  
    

 

 

   

 

 

 

 

Exercise
Price

  

Weighted Average
Remaining Life
(in years)

  

Number of
Options
Outstanding

  

Number of
Options
Exercisable

 

 

 

 

 

 

 

 

 

 

$32.50

  

1.9

 

  

50,500

  

50,500

 

$33.22

  

2.9

 

 

64,650

  

64,650

 

 

  

 

 

 

115,150

  

115,150

The following table summarizes information related to stock option activity under the Company’s incentive plans for the year ended December 31, 2012:2013:

 

   Number of
Options
  Weighted
Average

Exercise  Price
 

Outstanding at January 1, 2012

   203,150   $36.64  

Expired and forfeited

   (46,000 $30.74  
  

 

 

  

Outstanding at December 31, 2012

   157,150   $38.36  
  

 

 

  

Vested and Exercisable at December 31, 2012

   157,150   $38.36  
  

 

 

  

     2010       2011       2012   
   (In thousands) 

Cash received for options exercised

  $      1,427    $          —    $          —  

Actual tax benefit realized

  $4,221    $    $  

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

 

Number of
Options

 

 

 

Weighted
Average

 Exercise
Price

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2013

 

157,150

  

 

 

$38.36

 

Expired and forfeited

 

(42,000

 

 

$53.34

 

Outstanding at December 31, 2013

 

115,150

 

 

 

$32.90

 

Exercisable at December 31, 2013

 

115,150

 

 

 

$32.90

 

 

As of December 31, 2012,2013, all compensation cost related to stock options had been recognized. Stock options outstanding at December 31, 20112012 and 20122013 had no intrinsic value based on the closing price for the Company’s common stock on December 31, 2011 and December 31, 2012.at those dates. There were no stock option exercises in 2011, 2012 or 2012.2013.

Restricted Stock

Restricted Stock

The fair value of restricted stock grants is amortized over the vesting period, generally one to four years, using the straight-line method. Total compensation expense recognized for restricted stock grants was $17.0 million, $15.0 million, $13.5 million and $13.5$9.8 million for the years ended December 31, 2010, 2011, 2012 and 2012,

F-22


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

2013, respectively. The fair value of each restricted share on the date of grant is equal to its fair market price.

A summary of restricted stock activity for the year ended December 31, 20122013 is presented below:

 

Number of
Restricted
Shares

 

  

 

Weighted
Average
Grant Price

 

  Number of
Restricted
Shares
   Weighted
Average Grant
Price
 

 

 

 

 

 

 

 

Outstanding at January 1, 2012

   2,114,520    $31.25  

Outstanding at January 1, 2013

 

1,960,835

 

 

 

$28.01

 

Granted

   303,530    $15.49  

 

44,100

 

 

 

$16.44

 

Vested

   (437,123  $35.07  

 

(458,634

)

 

 

$40.58

 

Forfeitures

   (20,092  $26.10  

 

(30,412

)

 

 

$19.74

 

  

 

   

Outstanding at December 31, 2012

   1,960,835    $28.01  
  

 

   

Outstanding at December 31, 2013

 

1,515,889

 

 

 

$24.04

 

The per share weighted average fair value of restricted stock grants in 2010, 2011, 2012 and 20122013 was $25.61, $18.31, $15.49 and $15.49,$16.44, respectively. Total unrecognized compensation cost related to unvested restricted stock of $19.1$9.5 million as of December 31, 20122013 is expected to be recognized over a period of 2.31.8 years. The fair value of restricted stock which vested in 2010, 2011, 2012 and 20122013 was $15.1 million, $9.3 million, and $6.7 million and $7.0 million, respectively.

Performance Share Units

The Company issues PSUs as part of its long-term equity incentive compensation. PSU awards can result in the issuance of common stock to the holder if certain performance criteria is met during a performance period. The performance periods consist of one year, two years and three years, respectively. The performance criteria for the PSUs are based on the Company’s annualized total stockholder return (“TSR”) for the performance period as compared with the TSR of certain peer companies for the performance period. The costs associated with PSUs are recognized as general and administrative expense over the performance periods of the awards.

The fair value of PSUs was measured at the grant date using a stochastic process method utilizing the Geometric Brownian Motion Model (“GBM Model”). A stochastic process is a mathematically defined equation that can create a series of outcomes over time. These outcomes are not deterministic in nature, whichwhich means that by iterating the equations multiple times, different results will be obtained for those iterations. In the case of the Company’s PSUs, the Company cannot predict with certainty the path its stock price or the stock prices of its peers will take over the future performance periods. By using a stochastic simulation, the Company can create multiple prospective total return pathways, statistically analyze these simulations, and ultimately make inferences to the most likely path the total return will take. As such, because future stock returns are stochastic, or probabilistic with some direction in nature, the stochastic method, specifically the GBM Model, is deemed an appropriate method by which to

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

determine the fair value of the PSUs. Significant assumptions used in this simulation include the Company’s expected volatility and a risk-free interest rate based on U.S. Treasury yield curve rates with maturities consistent with the vesting periods, as well as the volatilities for each of the Company’s peers. For the PSUs granted in 2012, the valuation inputs included a risk-free interest rate of 0.4% and a range of volatilities of 29% to 70%.

TheIn 2012 the Company granted 254,133 PSUs in 2012, all of which were outstanding at December 31, 2012, with a grant date fair value of $5.4 million, or $21.14 per unit.  No PSUs were awarded in 2013.  The fair value of PSUs is amortized over the vesting period of one to three years, using the straight-line method. Total compensation expense recognized for PSUs was $0.2 million and $3.0 million for the years ended December 31, 2012 and 2013, respectively.

F-23


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

A summary of PSU activity for the year ended December 31, 2013 is presented below:

 

 

Number of
PSUs

 

 

 

 

  

Weighted
Average
Grant Price

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2013

 

254,133

 

 

 

$21.14

 

PSUs issued for dividend equivalents

 

5,616

 

 

 

 

Forfeitures

 

(4,831

)

 

 

$18.65

 

Outstanding at December 31, 2013

 

254,918

 

 

 

$20.92

 

The number of awards assumes a one multiplier.  The final number of shares of common stock issued may vary depending upon the performance multiplier, and can result in the issuance of zero to 688,545694,175 shares of common stock based on the achieved performance ranges from zero to three.

Total compensation expense for PSUs was $0.2 million for the year ended December 31, 2012.  As of December 31, 2012,2013, there was $5.2$2.2 million of total unrecognized expense related to PSUs, which is being amortized through December 2015.

(8) Retirement Plan

The Company has a 401(k) profit sharing plan which covers all of its employees. At its discretion, Comstock may match a certain percentage of the employees’ contributions to the plan. Matching contributions to the plan were $341,000, $323,000, $365,000 and $365,000$702,000 for the years ended December 31, 2010, 2011, 2012 and 2012,2013, respectively.

(9) Income Taxes

The following is an analysis of the consolidated income tax benefit:expense (benefit):

 

  2010 2011 2012 

2011

 

 

2012

 

 

2013

 

  (In thousands) 

(In thousands)

 

 

Current

  $(229 $28   $(162

$

28

  

 

$

(162

 

$

134

  

Deferred

   (4,617  (14,652  (47,192

 

(14,652

 

 

(50,472

 

 

(56,291

  

 

  

 

  

 

 

$

(14,624

 

$

(50,634

 

$

(56,157

)  

  $    (4,846 $  (14,624 $  (47,354
  

 

  

 

  

 

 

F-24


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

Deferred income taxes are provided to reflect the future tax consequences or benefits of differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates. The difference between the Company’s customary rate of 35% and the effective tax rate on income before income taxes is due to the following:

 

   2010  2011  2012 
   (In thousands) 

Tax benefit at statutory rate

  $(8,551 $(16,834 $(51,595

Tax effect of:

    

Nondeductible compensation

   4,253    2,753    2,545  

State taxes, net of federal tax benefit

   (343  (741  1,486  

Net operating loss carryback adjustments

   (369        

Other

   164    198    210  
  

 

 

  

 

 

  

 

 

 

Total

  $    (4,846 $  (14,624 $  (47,354
  

 

 

  

 

 

  

 

 

 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

 

2011

 

 

2012

 

 

2013

 

 

(In thousands)

 

 

Tax benefit at statutory rate

$

(16,834

 

$

(53,799

 

$

(57,008

)  

Tax effect of:

 

 

 

 

 

 

 

 

 

 

 

Nondeductible compensation

 

2,753

  

 

 

 2,545

 

 

 

1,545

 

State taxes, net of federal tax benefit

 

(741

 

 

 410

 

 

 

(799

Other

 

198

  

 

 

210

 

 

 

105

 

Total

$

(14,624

 

$

(50,634

 

$

(56,157

)  

 

  2010 2011 2012 

2011

 

 

2012

 

  

2013

 

Statutory rate

   35.0  35.0  35.0

 

35.0

%

 

 

35.0

%

  

 

35.0

%

Tax effect of:

    

 

 

 

 

 

 

  

 

 

 

Nondeductible compensation

   (17.4  (5.7  (1.7

 

(5.7

)

 

(1.7

  

 

(0.9

State taxes, net of federal tax benefit

   1.4    1.5    (1.0

 

1.5

 

 

(0.3

  

 

0.5

 

Net operating loss carryback adjustments

   1.5          

Other

   (0.7  (0.4  (0.2

 

(0.4

)

 

 

(0.1

  

 

(0.1

  

 

  

 

  

 

 

Effective tax rate

           19.8          30.4          32.1

 

30.4

%

 

 

32.9

%

  

 

34.5

%

  

 

  

 

  

 

 

The tax effects of significant temporary differences representing the net deferred tax asset and liability at December 31, 20112012 and 20122013 were as follows:

 

  2011 2012 

2012

 

 

2013

 

  (In thousands) 

(In thousands)

 

Current deferred tax liabilities:

   

 

 

 

 

 

Marketable securities

  $(7,503 $(1,262

$

(1,262

 

$

  

Derivative financial instruments

   (161  (4,078

 

(4,078

 

 

(339

  

 

  

 

 

Net current deferred tax liability

   (7,664  (5,340

 

(5,340

 

 

(339

  

 

  

 

 

Noncurrent deferred tax liabilities:

   

Noncurrent deferred tax assets (liabilities):

 

 

 

 

 

 

Property and equipment

   (253,580  (247,062

 

(247,062

 

(238,361

Other assets

   8,772    8,319  

 

8,319

  

 

8,221

 

Net operating loss carryforwards

   47,320    95,180  

 

95,180

  

 

70,207

 

Alternative minimum tax carryforward

   19,093    19,080  

 

19,080

  

 

21,178

 

Valuation allowance on net operating loss carryforwards

   (19,630  (23,009

 

(23,009

 

(35,507

Other

   (3,680  (2,409

 

(2,409

 

 

(2,764

  

 

  

 

 

Net noncurrent deferred tax liability

   (201,705  (149,901

 

(149,901

 

 

(177,026

  

 

  

 

 

Net deferred tax liability

  $(209,369 $(155,241

$

(155,241

 

$

(177,365

)  

  

 

  

 

 

F-25


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

At December 31, 2012,2013, Comstock had the following carryforwards available to reduce future income taxes:

 

Types of Carryforward

  Years of
Expiration
Carryforward
  Amount 

  

Years of
Expiration
Carryforward

  

Amount

 

     (In thousands) 

  

 

  

(In thousands)

 

 

Net operating loss — U.S. federal

  2017 — 2032  $192,255  

Net operating loss — Louisiana

  2012 — 2027  $536,365  

Net operating loss - U.S. federal

  

2017 – 2032

  

$

80,165

  

Net operating loss - Louisiana

  

2014 – 2028

  

$

810,567

  

Alternative minimum tax credits

  Unlimited  $19,080  

  

Unlimited

  

$

21,178

  

Utilization of $36.9$34.7 million of the U.S. federal net operating loss carryforwards is limited to approximately $1.1 million per year pursuant to a prior change of control of an acquired company, and a

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

valuation allowance of $23.0 million, with a tax effect of $8.0 million, has been established for the estimated U.S. federal net operating loss carryforwards that will not be utilized. Realization of the remaining U.S. federal net operating loss carryforwards requires Comstock to generate taxable income within the carryforward period. A valuation allowance of $288.0$528.1 million, with a tax effect of $15.0$27.5 million, has been established against the Louisiana state net operating loss carryforwards due to the uncertainty of generating taxable income in the state of Louisiana prior to the expiration of the carryforward period.

The Company’s federal income tax returns for the years subsequent to December 31, 20072009 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, 2007.2008. State tax returns in two state jurisdictions are currently under review. The Company currently believes that resolution of these matters will not have a material impact on its financial statements. The Company currently believes that its significant filing positions are highly certain and that all of its other significant income tax filing positions and deductions would be sustained upon 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. Interest and penalties resulting from audits by tax authorities have been immaterial and are included in the provision for income taxes in the consolidated statements of operations.

(10) 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.

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

F-26


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

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.

During 2012,2013, the Company hedged 1,710,0002,160,000 barrels of its oil production at an average NYMEX West Texas Intermediate (“WTI”) oil price of $99.46$98.67 per barrel.

As of December 31, 2012,2013, the Company had the following outstanding commodity derivatives:

 

Commodity and Derivative Type

Weighted-
Average
    Contract Price    

Weighted-
Average

Contract  Price

Volume
(Barrels)

Contract Period

Oil Price Swap Agreements

$

98.67

$96.31 per Bbl.

1,985,000

2,160,000

Jan. 20132014 – Dec. 2013

2014

None of the derivative contracts have been designated as cash flow hedges. The Company recognizes the realized gainscash settlements and losses, and the unrealized gains and losses due to the changechanges in the fair value of its derivative financial instruments as separate componentsa single component of other income (expenses).  The Company had realized gains

Gains (losses) on derivative financial instruments were a gain of $21.3 million for the year ended December 31, 2012 and a loss of $8.4 million for the year ended December 31, 2013.  Cash settlements on derivative financial instruments were $9.8 million on its oil swaps that settled during

and $2.3 million for the years ended December 31, 2012 and 2013, respectively. COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2012. The estimated fair value of the Company’s derivative financial instruments, which equals their carrying value, was an asset of $11.7 million and $1.0 million as of December 31, 2012 and 2013, respectively, which isare reflected as a current assetassets based on estimated settlement dates.

(11) Supplementary Quarterly Financial Data (Unaudited)

 

   2011 
    First  Second  Third  Fourth  Total 
   (In thousands, except per share data) 

Total oil and gas sales

  $88,038   $112,451   $119,422   $114,456   $434,367  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from operations

  $(8,263 $8,378   $12,086   $(53,517 $(41,316
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $2,404   $3,949   $1,309   $(41,134 $(33,472
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss) per share:

      

Basic

  $0.05   $0.08   $0.03   $(0.89 $(0.73

Diluted

  $0.05   $0.08   $0.03   $(0.89 $(0.73
   2012 
    First  Second  Third  Fourth  Total 
   (In thousands, except per share data) 
   (As Restated)  (As Restated)  (As Restated)       

Total oil and gas sales

  $111,689   $100,736   $112,895   $106,603   $431,923  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) from operations

  $2,841   $(8,046 $(24,419 $(102,036 $(131,660
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

  $1,375   $7,165   $(30,449 $(78,151 $(100,060
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss) per share:

      

Basic

  $0.03   $0.15   $(0.66 $(1.68 $(2.16

Diluted

  $0.03   $0.15   $(0.66 $(1.68 $(2.16

 

2012

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

 

Total

 

 

(In thousands, except per share data)

 

 

Total oil and gas sales

$

103,772

 

 

$

90,329

 

 

$

97,141

 

 

$

93,572

 

 

$

384,814

 

Operating loss

$

(1,432

)

 

$

(11,539

)

 

$

(28,831

)

 

$

(102,826

)

 

$

(144,628

)

Income (loss) from continuing operations

$

1,417

 

 

$

16,710

 

 

$

(44,212

)

 

$

(76,994

)

 

$

(103,079

)

Income (loss) from discontinued operations

$

(42

)

 

$

(9,545

)

 

$

13,763

 

 

$

(1,157

)

 

$

3,019

 

Net income (loss)

$

1,375

 

 

$

7,165

 

 

$

(30,449

)

 

$

(78,151

)

 

$

(100,060

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

$

0.03

 

 

$

0.35

 

 

$

(0.95

)

 

$

(1.66

)

 

$

(2.22

)

Discontinued operations

$

 

 

$

(0.20

)

 

$

0.29

 

 

$

(0.02

)

 

$

0.06

 

Total

$

0.03

 

 

$

0.15

 

 

$

(0.66

)

 

$

(1.68

)

 

$

(2.16

)

Diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

$

0.03

 

 

$

0.35

 

 

$

(0.95

)

 

$

(1.66

)

 

$

(2.22

)

Discontinued operations

$

 

 

$

(0.20

)

 

$

0.29

 

 

$

(0.02

)

 

$

0.06

 

Total

$

0.03

 

 

$

0.15

 

 

$

(0.66

)

 

$

(1.68

)

 

$

(2.16

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-27


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

2013

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

 

Total

 

 

(In thousands, except per share data)

 

 

Total oil and gas sales

$

95,020

 

 

$

107,820

 

 

$

111,590

 

 

$

105,860

 

 

$

420,290

 

Operating loss

$

(20,856

)

 

$

(18,004

)

 

$

(9,086

)

 

$

(24,386

)

 

$

(72,332

)

Loss from continuing operations

$

(24,517

)

 

$

(21,531

)

 

$

(24,034

)

 

$

(36,641

)

 

$

(106,723

)

Income (Loss) from discontinued operations

$

(2,627

)

 

$

151,236

 

 

$

 

 

$

(857

)

 

$

147,752

 

Net income (loss)

$

(27,144

)

 

$

129,705

 

 

$

(24,034

)

 

$

(37,498

)

 

$

41,029

 

 

Basic net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

$

(0.52

)

 

$

(0.45

)

 

$

(0.52

)

 

$

(0.80

)

 

$

(2.22

)

Discontinued operations

$

(0.06

)

 

$

3.13

 

 

$

 

 

$

(0.02

)

 

$

3.07

 

Total

$

(0.58

)

 

$

2.68

 

 

$

(0.52

)

 

$

(0.82

)

 

$

0.85

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

$

(0.52

)

 

$

(0.45

)

 

$

(0.52

)

 

$

(0.80

)

 

$

(2.22

)

Discontinued operations

$

(0.06

)

 

$

3.13

 

 

$

 

 

$

(0.02

)

 

$

3.07

 

Total

$

(0.58

)

 

$

2.68

 

 

$

(0.52

)

 

$

(0.82

)

 

$

0.85

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted per share amounts are the same for each of the quarters ended December 31, 2011, September 30, 2012, December 31, 2012, March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013 and for the years ended December 31, 20112012 and December 31, 20122013 due to the net loss from continuing operations reported during each of these periods.

Results of continuing operations include the following non-routine items of income (expense), which are presented before the effect of income taxes:

 

2012

 

  2011 

First

 

Second

 

Third

 

Fourth

 

Total

 

  First Second   Third Fourth Total 

(In thousands, except per share data)

 

 

  (In thousands, except per share data) 

Gain on sales of oil and gas properties

$

6,727

 

 

$

20,338

 

 

$

(2,794

)

 

$

 

 

$

24,271

 

Gain on sales of marketable securities

  $21,249   $8,480    $2,484   $2,905   $35,118  

$

26,621

 

 

$

 

 

$

 

 

$

 

 

$

26,621

 

  

 

  

 

   

 

  

 

  

 

 

Impairments of unproved oil and gas properties

  $(9,454 $    $(364 $   $(9,818

$

(1,315

)

 

$

 

 

$

(1,370

)

 

$

(58,615

)

 

$

(61,300

)

  

 

  

 

   

 

  

 

  

 

 

Impairments of proved oil and gas properties

  $   $    $   $(60,817 $(60,817

$

(49

)

 

$

(5,301

)

 

$

 

 

$

(20,018

)

 

$

(25,368

)

  

 

  

 

   

 

  

 

  

 

 

 

 

 

2013

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

 

Total

 

 

(In thousands, except per share data)

 

 

Gain (loss) on sale of oil and gas properties

$

 

 

$

81

 

 

$

(2,165

)

 

$

51

 

 

$

(2,033

)

Gain on sales of marketable securities

$

7,877

 

 

$

 

 

$

 

 

$

 

 

$

7,877

 

Loss on early extinguishment of debt

$

 

 

$

 

 

$

 

 

$

(17,854

)

 

$

(17,854

)

Impairments of unproved oil and gas properties

$

(2,443

)

 

$

(9,465

)

 

$

(2,995

)

 

$

(18,081

)

 

$

(32,984

)

Impairments of proved oil and gas properties

$

 

 

$

(652

)

 

$

 

 

$

 

 

$

(652

)

F-28


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

   2012 
   First  Second  Third  Fourth  Total 
   (In thousands, except per share data) 

Gain on sale of oil and gas properties

  $6,727   $20,338   $(2,794 $   $24,271  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gain on sales of marketable securities

  $26,621   $   $   $   $26,621  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Impairments of unproved oil and gas properties

  $(1,315 $   $(1,370 $(58,615 $(61,300
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Impairments of proved oil and gas properties

  $(49 $(5,301 $   $(20,018 $(25,368
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The Company is restating its financial statements for each of the fiscal quarters ended March 31, 2012, June 30, 2012, and September 30, 2012 with respect to the accounting and disclosures for certain derivative financial transactions under Accounting Standards Codification Topic 815,Derivatives and Hedging (“ASC 815”). The Company determined that the formal documentation it had prepared to support its initial hedge designations for effectiveness in connection with the Company’s oil hedging program was not compliant with the technical documentation requirements to qualify for cash flow hedge accounting treatment in accordance with ASC 815, and as a result, the Company was not permitted to utilize hedge accounting treatment in the preparation of its financial statements. The restatements eliminate hedge accounting treatment which had been applied in 2012 and reflect other immaterial adjustments to oil and gas sales.

Under ASC 815, the fair value of hedge contracts is recognized in the Company’s consolidated balance sheet as an asset or liability, as the case may be, and the amounts received or paid under the hedge contracts are reflected in earnings during the period in which the underlying production occurs. If the hedge contracts qualify for cash flow hedge accounting treatment, the fair value of the hedge contract is recorded in “accumulated other comprehensive income”, and changes in the fair value do not affect net income in the period. If the hedge contract does not qualify for hedge accounting treatment, the change in the fair value of the hedge contract is reflected in earnings during the period as unrealized gain or loss from derivatives. Under the cash flow hedge accounting treatment used by the Company, the fair value of the hedge contracts were recognized in the consolidated balance sheet with the resulting unrealized gain or loss recorded initially in “accumulated other comprehensive income” and later reclassified through earnings when the hedged production impacted earnings. As a result of the determination that the designation documentation failed to meet the requirements necessary to utilize cash flow hedge accounting treatment, the unrealized gain or loss should have been recorded in the consolidated statements of operations as a component of earnings. The Company has also been recognizing realized gains and losses from its derivative financial instruments in oil and gas sales, and is reclassifying these amounts as a separate component of non-operating income and expense.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(continued)

 

The following tables present the restated condensed consolidated statements of operations and statements of other comprehensive income (loss) for the three months ended March 31, 2012, June 30, 2012 and September 30, 2012 and the nine months ended September 30, 2012, the restated condensed consolidated balance sheets as of March 31, 2012, June 30, 2012 and September 30, 2012, the consolidated statement of stockholders’ equity for the nine months ended September 30, 2012 and the condensed consolidated statements of cash flows for the three months ended March 31, 2012, the six months ended June 30, 2012 and the nine months ended September 30, 2012:

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

  Three Months Ended
March 31, 2012
  Three Months Ended
June 30, 2012
  Three Months  Ended
September 30, 2012
  Nine Months Ended
September 30, 2012
 
  As Reported  Adjustments  As Restated  As Reported  Adjustments  As Restated  As Reported  Adjustments  As Restated  As Reported  Adjustments  As Restated 
  (In thousands, except per share amounts) 

Oil and gas sales

 $110,335   $1,354   $111,689   $104,690   $(3,954 $100,736   $117,129   $(4,234 $112,895   $332,154   $(6,834 $325,320  

Gain on sale of oil and gas properties

  6,727        6,727    20,338        20,338    (2,794      (2,794  24,271        24,271  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Revenues

  117,062    1,354    118,416    125,028    (3,954  121,074    114,335    (4,234  110,101    356,425    (6,834  349,591  

Total operating expenses

  115,575        115,575    129,120        129,120    134,520        134,520    379,215        379,215  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (loss)

  1,487    1,354    2,841    (4,092  (3,954  (8,046  (20,185  (4,234  (24,419  (22,790  (6,834  (29,624

Other income (expenses):

            

Gain on sale of marketable securities

  26,621        26,621                            26,621        26,621  

Realized gain (loss) from derivatives

      (1,354  (1,354      2,719    2,719        3,293    3,293        4,658    4,658  

Unrealized gain (loss) from derivatives

      (10,187  (10,187      34,797    34,797        (11,112  (11,112      13,498    13,498  

Other income

  (23  262    239    545    (262  283    153        153    675        675  

Interest expense

  (13,237      (13,237  (14,529      (14,529  (17,535      (17,535  (45,301      (45,301
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total other income (expenses)

  13,361    (11,279  2,082    (13,984  37,254    23,270    (17,382  (7,819  (25,201  (18,005  18,156    151  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (loss) before income taxes

  14,848    (9,925  4,923    (18,076  33,300    15,224    (37,567  (12,053  (49,620  (40,795  11,322    (29,473

Benefit from (provision for) income taxes

  (7,989  4,441    (3,548  7,772    (15,831  (8,059  11,579    7,592    19,171    11,362    (3,798  7,564  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss)

 $6,859   $(5,484 $1,375   $(10,304 $17,469   $7,165   $(25,988 $(4,461 $(30,449 $(29,433 $7,524   $(21,909
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (loss) per share:

            

Basic

 $0.14   $(0.11 $0.03   $(0.22 $0.37   $0.15   $(0.56 $(0.10 $(0.66 $(0.63 $0.16   $(0.47
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted

 $0.14   $(0.11 $0.03   $(0.22 $0.37   $0.15   $(0.56 $(0.10 $(0.66 $(0.63 $0.16   $(0.47
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Weighted average shares outstanding:

            

Basic

  46,372        46,372    46,426        46,426    46,443        46,443    46,414        46,414  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Diluted

  46,372        46,372    46,426        46,426    46,443        46,443    46,414        46,414  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

   Three Months Ended March 31, 2012   Three Months Ended June 30, 2012 
   As Reported  Adjustments  As Restated   As Reported  Adjustments  As Restated 
   (In thousands, except per share amounts) 

Net loss

  $6,859   $(5,484 $1,375    $(10,304 $17,469   $7,165  

Reclassified to earnings, net of provision for (benefit from) income taxes of $—, $161, $161, and $—, $—, $—

       (298  (298             

Unrealized hedging gains, net of provision for (benefit from) income taxes of $3,578, ($3,578), $— and ($12,087), $12,087, $—

   (6,645  6,645         22,448    (22,448    

Net change in unrealized gains and losses on marketable securities, net of benefit from (provision for) income taxes of $6,793, $—, $6,793, and $682, $—, $682

   (12,612      (12,612   (1,268      (1,268
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss)

   (19,257  6,347    (12,910   21,180    (22,448  (1,268
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Comprehensive income (loss)

  $(12,398 $863   $(11,535  $10,876   $(4,979 $5,897  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

  Three Months Ended September 30, 2012  Nine Months Ended September 30, 2012 
  As Reported  Adjustments  As Restated  As Reported  Adjustments  As Restated 
  (In thousands, except per share amounts) 

Net loss

 $(25,988 $  (4,461 $(30,449 $(29,433 $7,524   $(21,909

Reclassified to earnings, net of provision for (benefit from) income taxes of $—,$—, $— and $—, $161, $161

                  (298  (298

Unrealized hedging gains, net of provision for (benefit from) income taxes of $3,889, ($3,889), $— and ($4,620), $4,620, $—

  (7,223  7,223        8,580    (8,580    

Net change in unrealized gains and losses on marketable securities, net of benefit from (provision for) income taxes of $46, $—, $46 and $7,520, $—,$7,520

  (86      (86  (13,966      (13,966
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss)

  (7,309  7,223    (86  (5,386  (8,878  (14,264
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income (loss)

 $(33,297 $2,762   $(30,535 $(34,819 $  (1,354 $(36,173
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

  Three Months Ended
March  31, 2012
   Six Months Ended
June 30, 2012
   Nine Months  Ended
September 30, 2012
 
  As
Reported
  Adjustments  As
Restated
   As
Reported
  Adjustments  As
Restated
   As
Reported
  Adjustments  As
Restated
 
  (In thousands) 

ASSETS

           

Cash and Cash Equivalents

 $3,750   $   $3,750    $3,505   $   $3,505    $2,569   $   $2,569  

Restricted Cash

  9,549        9,549                            

Accounts Receivable

  51,918        51,918     42,122    (1,235  40,887     51,907    (2,176  49,731  

Marketable Securities

  17,154        17,154     15,204        15,204     15,072        15,072  

Assets Held for Sale

  91,520        91,520                            

Derivative Financial Instruments

               18,536        18,536     10,823        10,823  

Other Current Assets

  2,908        2,908     6,695        6,695     7,658        7,658  
 

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Total Current Assets

  176,799        176,799     86,062    (1,235  84,827     88,029    (2,176  85,853  

Net Property and Equipment

  2,517,672        2,517,672     2,547,219        2,547,219     2,546,024        2,546,024  

Derivative Financial Instruments

               6,235        6,235     2,836        2,836  

Other Assets

  16,201        16,201     21,796        21,796     20,950        20,950  
 

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 
 $2,710,672   $   $2,710,672    $2,661,312   $(1,235 $2,660,077    $2,657,839   $(2,176 $2,655,663  
 

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

           

Current Liabilities

 $250,060   $   $250,060    $176,726       $176,726     200,086   $   $200,086  

Long-term Debt

  1,207,042        1,207,042     1,223,235        1,223,235     1,238,809        1,238,809  

Deferred Income Taxes Payable

  208,078    (863  207,215     203,530    2,881    206,411     190,784    (822  189,962  

Reserve for Future Abandonment Costs

  13,536        13,536     14,191        14,191     14,545        14,545  

Derivative Financial Instruments

  2,205        2,205                            

Other Non-Current Liabilities

  2,394        2,394     2,337        2,337     2,301        2,301  
 

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Total Liabilities

  1,683,315    (863  1,682,452     1,620,019    2,881    1,622,900     1,646,525    (822  1,645,703  

Commitments and Contingencies

           

Stockholders’ Equity:

           

Common stock

  24,058        24,058     24,081        24,081     24,081        24,081  

Additional Paid-in Capital

  470,844        470,844     473,881        473,881     477,199        477,199  

Retained Earnings

  531,236    (5,484  525,752     520,932    11,985    532,917     494,944    7,524    502,468  

Accumulated Other Comprehensive Income

  1,219    6,347    7,566     22,399    (16,101  6,298     15,090    (8,878  6,212  
 

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

Total Stockholders’ Equity

  1,027,357    863    1,028,220     1,041,293    (4,116  1,037,177     1,011,314    (1,354  1,009,960  
 

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 
 $2,710,672   $   $2,710,672    $2,661,312   $(1,235 $2,660,077    $2,657,839   $(2,176 $2,655,663  
 

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

  

 

 

 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)

   Common
Shares
   Common
Stock-Par
Value
   Additional
Paid-in
Capital
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income
  Total 
   (In thousands) 

Balance at December 31, 2011

   48,125    $24,063    $468,709   $524,377   $20,476   $1,037,625  

Stock-based compensation

   37     18     10,171            10,189  

Excess income taxes from stock-based compensation

             (1,681          (1,681

Net loss – as restated

                 (21,909      (21,909

Other comprehensive loss – as restated

                     (14,264  (14,264
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at September 30, 2012 – as restated

   48,162    $24,081    $477,199   $502,468   $6,212   $1,009,960  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  Three Months Ended
March  31, 2012
  Six Months Ended
June  30, 2012
  Nine Months  Ended
September 30, 2012
 
  As
Reported
  Adjustments  As
Restated
  As
Reported
  Adjustments  As
Restated
  As
Reported
  Adjustments  As
Restated
 
  (In thousands) 

CASH FLOWS FROM OPERATING ACTIVITIES:

  

        

Net income ( loss)

 $6,859   $(5,484 $1,375   $(3,445 $11,985   $8,540   $(29,433 $7,524   $(21,909

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

         

Gain on sale of assets

  (33,348      (33,348  (53,686      (53,686  (50,892      (50,892

Deferred income taxes

  8,072    (4,441  3,631    416    11,390    11,806    (11,151  3,798    (7,353

Dry hole costs and leasehold impairments

  1,315        1,315    1,315        1,315    2,685        2,685  

Impairment of oil and gas properties

  49        49    5,350        5,350    5,350        5,350  

Depreciation, depletion and amortization

  79,097        79,097    169,180        169,180    268,410        268,410  

Unrealized gains from derivatives

  262    9,925    10,187        (24,610  (24,610      (13,498  (13,498

Debt issuance cost and discount amortization

  944        944    2,103        2,103    3,689        3,689  

Stock-based compensation

  3,535        3,535    6,860        6,860    10,189        10,189  

Excess income taxes from stock-based compensation

  1,405        1,405    1,670        1,670    1,681        1,681  

Decrease in accounts receivable

  1,815        1,815    11,611    1,235    12,846    1,826    2,176    4,002  

Increase in other current assets

  (199      (199  (4,097      (4,097  (5,059      (5,059

Increase in accounts payable and accrued expenses

  63,374        63,374    4,621        4,621    28,403        28,403  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

  133,180        133,180    141,898        141,898    225,698        225,698  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

  

        

Net cash used for investing activities

  (146,423      (146,423  (164,560      (164,560  (264,119      (264,119
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

  

        

Net cash provided by financing activities

  8,533        8,533    17,707        17,707    32,530        32,530  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net decrease in cash and cash equivalents

  (4,710      (4,710  (4,955      (4,955  (5,891      (5,891

Cash and cash equivalents, beginning of the year

  8,460        8,460    8,460        8,460    8,460        8,460  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents, end of the year

 $3,750   $   $3,750   $3,505   $   $3,505   $2,569   $   $2,569  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(12) Oil and Gas Reserves Information (Unaudited)

Set forth below is a summary of the changes in Comstock’s net quantities of oil and natural gas reserves for its continuing operations for each of the three years in the period ended December 31, 2012:2013:

 

  2010 2011 2012 

2011

 

 

2012

 

 

2013

 

  Oil
(MBbls)
 Natural
Gas
(MMcf)
 Oil
(MBbls)
 Natural
Gas
(MMcf)
 Oil
(MBbls)
 Natural
Gas
(MMcf)
 

Oil
(MBbls)

 

 

Natural
Gas
(MMcf)

 

 

Oil
(MBbls)

 

 

Natural
Gas
(MMcf)

 

 

Oil
(MBbls)

 

Natural
Gas
(MMcf)

 

Proved Reserves:

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

   7,214    682,389    4,219    1,025,633    32,099    1,118,632  

 

4,219

 

 

1,025,633

 

 

13,234

 

 

1,080,644

 

 

 

18,899

 

437,445

 

Revisions of previous estimates

   351    (6,137  8    (36,150  (397  (531,335

 

8

 

 

(36,150

)

 

327

 

 

(529,272

)

 

 

28

 

23,321

 

Extensions and discoveries

   1,484    421,657    9,845    169,188    17,312    31,050  

 

9,845

 

 

169,188

 

 

11,953

 

 

21,525

 

 

 

5,363

 

47,581

 

Purchases of minerals in place

           18,865    50,554          

 

 

 

12,566

 

 

 

 

 

 

 

 

 

Disposals of minerals in place

   (4,115  (3,303          (7,486  (59,257

 

 

 

 

 

(4,823

)

 

(53,690

)

 

 

 

 

Production

   (715  (68,973  (838  (90,593  (2,309  (82,490

 

(838

)

 

 

(90,593

)

 

 

(1,792

)

 

 

(81,762

)

 

 

(2,314

)

 

 

(55,694

)

  

 

  

 

  

 

  

 

  

 

  

 

 

End of year

   4,219    1,025,633    32,099    1,118,632    39,219    476,600  

 

13,234

 

 

 

1,080,644

 

 

 

18,899

 

 

 

437,445

 

 

 

21,976

 

 

452,653

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Proved Developed Reserves:

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of year

   4,894    367,102    2,961    506,809    8,405    550,474  

 

2,961

 

 

 

506,809

 

 

 

6,499

 

 

 

546,627

 

 

 

8,389

 

 

362,426

 

  

 

  

 

  

 

  

 

  

 

  

 

 

End of year

   2,961    506,809    8,405    550,474    12,308    368,775  

 

6,499

 

 

 

546,627

 

 

 

8,389

 

 

 

362,426

 

 

 

13,914

 

 

344,278

 

  

 

  

 

  

 

  

 

  

 

  

 

 

During 2012, the Company’s estimated quantities of proved undeveloped natural gas reserves decreased by 460 Bcf from total proved undeveloped reserves as of December 31, 2011 due to downward revisions related to the lower natural gas price that was used to determine estimated reserve quantities at December 31, 2012. Substantially all of the Company’s proved undeveloped natural gas reserves related to undrilled natural gas wells at December 31, 20112012 were not economic at the lower natural gas price at December 31, 2012. The decrease in proved undeveloped natural gas reserves in 2012 resulted in an increase to the Company’s per unit amortization rate for its proved oil and gas properties and, accordingly, increased depletion, depreciation and amortization expense during 2012 and 2013 as compared to previous periods.

The proved oil and gas reserves utilized in the preparation of the financial statements were estimated by Lee Keeling and Associates, independent petroleum consultants, in accordance with guidelines established by the Securities and Exchange Commission and the Financial Accounting Standards Board, which require that reserve reports be prepared under existing economic and operating conditions with no provision for price and cost escalation except by contractual agreement. All of the Company’s reserves are locatedlocated onshore in the continental United States of America.

F-29


COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(continued)

 

The following table sets forth the standardized measure of discounted future net cash flows relating to proved reserves at December 31, 20112012 and 2012:2013:

 

  2011   2012 

2012

 

 

2013

 

  (In thousands) 

(In thousands)

 

Cash Flows Relating to Proved Reserves:

    

 

 

 

 

 

Future Cash Flows

  $7,656,654    $5,064,519  

$

3,053,078

 

 

$

3,817,982

 

Future Costs:

    

 

 

 

 

 

Production

   (2,259,147   (1,585,309

 

(915,053

)

 

 (1,307,923

)

Development and Abandonment

   (2,174,656   (1,165,991

 

(544,084

)

 

 (649,758

)

Future Income Taxes

   (843,266   (552,843

 

(372,813

)

 

 

(451,708

)

  

 

   

 

 

Future Net Cash Flows

   2,379,585     1,760,376  

 

1,221,128

 

 

 

1,408,593

 

10% Discount Factor

   (1,266,090   (976,159

 

(579,803

)

 

 

(601,376

)

  

 

   

 

 

Standardized Measure of Discounted Future Net Cash Flows

  $1,113,495    $784,217  

$

641,325

 

 

$

807,217

 

  

 

   

 

 

The standardized measure of discounted future net cash flows at the end of 20112012 and 20122013 was determined based on the simple average of the first of month market prices for oil and natural gas for each year. Prices were $92.93$101.75 per barrel of oil and $4.18$2.58 per Mcf of natural gas for 20112012 and $94.61$104.38 per barrel of oil and $2.84$3.37 per Mcf of natural gas for 2012.2013. Prices used in determining quantities of oil and natural gas reserves and future cash inflows from oil and natural gas reserves represent prices received at the Company’s sales point. These prices have been adjusted from posted or index prices for both location and quality differences. Future development and production costs are computed by estimating the expenditures to be incurred in developing and producing proved oil and gas reserves at the end of the year, based on year end costs and assuming continuation of existing economic conditions. Future income tax expenses are computed by applying the appropriate statutory tax rates to the future pre-tax net cash flows relating to proved reserves, net of the tax basis of the properties involved. The future income tax expenses give effect to permanent differences and tax credits, but do not reflect the impact of future operations.

The following table sets forth the changes in the standardized measure of discounted future net cash flows relating to proved reserves for the years ended December 31, 2010, 2011, 2012 and 2012:2013:

 

  2010   2011   2012 

2011

 

 

2012

 

 

2013

 

  (In thousands) 

(In thousands)

 

 

Standardized Measure, Beginning of Year

  $426,590    $606,136    $1,113,495  

$

606,136

 

 

$

887,798

 

 

$

641,325

 

Net change in sales price, net of production costs

   141,570     1,061     (428,469

 

506

 

 

(217,925

)

 

 43,117

 

Development costs incurred during the year which were previously estimated

   69,216     205,418     211,020  

 

205,418

 

 

179,549

 

 

 187,643

 

Revisions of quantity estimates

   (5,433 �� (50,398   (892,645

 

(50,399

)

 

(886,531

)

 

 48,411

 

Accretion of discount

   48,911     79,763     148,697  

 

79,763

 

 

117,381

  

 

81,434 

 

Changes in future development and abandonment costs

   (15,201   10,151     653,824  

 

10,962

 

 

628,088

  

 

 (157,207

)

Changes in timing and other

   66,657     (58,049   (16,176

 

(58,304

)

 

27,077

 

 

 80,348

 

Extensions and discoveries

   321,909     540,937     467,080  

 

540,937

 

 

337,223

 

 

 291,582

 

Purchases of minerals in place

        316,118       

 

2,959

 

 

— 

 

 

— 

 

Sales of minerals in place

   (50,651        (261,971

 

— 

 

 

(236,925

)

 

— 

 

Sales, net of production costs

   (268,466   (355,654   (341,803

 

(355,654

)

 

(307,407

)

 

 (335,677

)

Net changes in income taxes

   (128,966   (181,988   131,165  

 

(94,526

)

 

 

112,997

  

 

 

 (73,759

)

  

 

   

 

   

 

 

Standardized Measure, End of Year

  $606,136    $1,113,495    $784,217  

$

887,798

 

 

$

641,325

  

 

$

807,217

  

  

 

   

 

   

 

 

 

F-34

F-30