UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

      

FORM 10-Q

      

(Mark One)

 

For the Quarter Ended June 30, 2013

OR

 

Commission File No. 001-03262

      

COMSTOCK RESOURCES, INC.

(Exact name of registrant as specified in its charter)

      

   

 

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

(Address of principal executive offices)

Telephone No.: (972) 668-8800

      

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  þ    No  ¨

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):

   

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨    No  þ

The number of shares outstanding of the registrant’s common stock, par value $0.50, as of August 2, 2013 was 48,315,612.

      

   

   

   

       

---

COMSTOCK RESOURCES, INC.

QUARTERLY REPORT

For the Quarter Ended June 30, 2013

INDEX

   

 

   

   

 

 2 

   

---

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

   

   

 

 3 

   

---

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

   

 

   

   

   

   

The accompanying notes are an integral part of these statements.

   

   

 

 4 

   

---

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

   

 

   

The accompanying notes are an integral part of these statements.

   

   

 

 5 

   

---

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

   

 

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

The accompanying notes are an integral part of these statements.

   

   

 

 6 

   

---

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2013

(Unaudited)

   

 

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

   

The accompanying notes are an integral part of these statements.

   

   

 

 7 

   

---

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

   

 

   

   

The accompanying notes are an integral part of these statements.

   

   

 

 8 

   

---

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2013

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – 

Basis of Presentation

In management’s opinion, the accompanying unaudited consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position of Comstock Resources, Inc. and subsidiaries (“Comstock” or the “Company”) as of June 30, 2013 and the related results of operations and cash flows for the three months and six months ended June 30, 2013 and 2012.

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to those rules and regulations, although Comstock believes that the disclosures made are adequate to make the information presented not misleading. These unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in Comstock’s Annual Report on Form 10-K for the year ended December 31, 2012.

The results of operations for the three months and six months ended June 30, 2013 are not necessarily an indication of the results expected for the full year.

These unaudited consolidated financial statements include the accounts of Comstock and its wholly owned and controlled subsidiaries. The consolidated financial statements for the three months and six months ended June 30, 2012 also include the accounts of a variable interest entity where the Company was the primary beneficiary of the arrangements. Intercompany balances and transactions have been eliminated in consolidation. In connection with a reverse like-kind exchange in accordance with Section 1031 of the Internal Revenue Code, the Company assigned the rights to acquire ownership of certain oil and gas properties acquired in 2011 to a variable interest entity formed by an exchange accommodation titleholder. The Company 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. Because the Company was the primary beneficiary of these arrangements, all revenues and expenses incurred related to the properties are included in the Company’s consolidated results of operations for the three months and six months ended June 30, 2012. These agreements terminated upon the transfer of the acquired properties from the exchange accommodation titleholder to Comstock in May 2012, when the exchange was finalized. The results of operations of the variable interest entity in the three months and six months ended June 30, 2012 are reflected as the results of operations of discontinued operations presented separately in these footnotes to the financial statements.

Reclassifications

Certain reclassifications have been made to prior period’s financial statements, consisting primarily of reclassifications to reflect the Company’s West Texas oil and gas properties as discontinued operations.

Marketable Securities

As of December 31, 2012, the Company held 600,000 shares of Stone Energy Corporation common stock which was reflected in the consolidated balance sheet as marketable securities. During the six months ended June 30, 2013, these shares with a cost basis of $5.5 million were sold for proceeds of $13.4 million. Comstock realized a gain before income taxes of $7.9 million on the sale which is included in other income in the consolidated statements of operations. During the six months ended June 30, 2012, the Company sold 1,206,000 shares of Stone Energy Corporation common stock for

 

 9 

   

---

total proceeds of $37.7 million and realized a gain before income taxes of $26.6 million for the six months ended June 30, 2012. The Company utilized the specific identification method to determine the cost of the securities that were sold.

Property and Equipment

The Company follows the successful efforts method of accounting for its oil and gas properties. Costs incurred to acquire oil and gas leasehold are capitalized. The Company also assesses the need for an impairment of the costs capitalized for its oil and gas properties on a property or cost center basis. Impairment charges related to the Company’s oil and gas properties of $0.7 million were recognized during the three months and six months ended June 30, 2013 and $5.4 million were recognized during the six months ended June 30, 2012.

Unproved oil and gas properties are periodically assessed and any impairment in value is charged to exploration expense. The costs of unproved properties which are determined to be productive are transferred to oil and gas properties and amortized on an equivalent unit-of-production basis. The Company’s assessments of its unevaluated acreage have indicated that certain leases were expected to expire prior to the Company conducting drilling operations.  Accordingly, impairment charges were recognized in exploration expense of $9.5 million for the three months ended June 30, 2013 and $11.9 million and $1.3 million for the six months ended June 30, 2013 and 2012, respectively.

West Texas Divestiture

On May 14, 2013, the Company completed the sale of its oil and gas properties located in Reeves and Gaines counties in West Texas to third parties for $823.7 million and realized a gain of $230.6 million which is reflected as a component of income from discontinued operations in the three and six months ended June 30, 2013.

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

   

 

 

 10 

   

---

Income (loss) from discontinued operations was comprised of the following:

   

 

___________________________

 

Accrued Liabilities

Accrued liabilities at June 30, 2013 and December 31, 2012 consist of the following:

   

   

   

 

 

 11 

   

---

Reserve for Future Abandonment Costs

Comstock’s asset retirement obligations relate to future plugging and abandonment expenses on its oil and gas properties and related facilities disposal. The following table summarizes the changes in Comstock’s total estimated liability during the six months ended June 30, 2013 and 2012:

   

 

Derivative Financial Instruments and Hedging Activities

Comstock periodically uses swaps, floors and collars to hedge oil and natural gas prices and interest rates. Swaps are settled monthly based on differences between the prices specified in the instruments and the settlement prices of futures contracts. Generally, when the applicable settlement price is less than the price specified in the contract, Comstock receives a settlement from the counterparty based on the difference multiplied by the volume or amounts hedged. Similarly, when the applicable settlement price exceeds the price specified in the contract, Comstock pays the counterparty based on the difference. Comstock generally receives a settlement from the counterparty for floors when the applicable settlement price is less than the price specified in the contract, which is based on the difference multiplied by the volumes hedged. For collars, generally Comstock receives a settlement from the counterparty when the settlement price is below the floor and pays a settlement to the counterparty when the settlement price exceeds the cap. No settlement occurs when the settlement price falls between the floor and cap.

As of June 30, 2013, the Company had the following outstanding commodity derivatives:

   

 

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. We attempt to minimize credit risk to counterparties of our derivative financial instruments through formal credit policies, monitoring procedures, and diversification, and all of our derivative financial instruments are with parties that are lenders under our 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 derivative contracts have been designated as cash flow hedges. The Company recognizes the realized gains and losses and unrealized gains and losses due to the change in the fair value of its derivative financial instruments as separate components of other income (expenses). The Company had realized gains on its oil price swaps of $2.9 million and $2.7 million during the three months ended June 30, 2013 and 2012, respectively, and $5.2 million and $1.4 million during the six months ended June 30, 2013 and 2012, respectively. The estimated fair value of the Company’s derivative financial instruments, which equals their carrying value, was an asset of $3.5 million and $11.7 million as of June 30, 2013 and December 31, 2012, respectively, and are reflected as current assets based on estimated settlement dates. The Company had unrealized gains of $0.6 million and $34.8 million during the three months ended June 30, 2013 and 2012, respectively, due to the change in the fair value.  The Company had an unrealized loss of

 

 12 

   

---

$8.1 million and an unrealized gain of $24.6 million during the six months ended June 30, 2013 and 2012, respectively, due to the change in the fair value.

Stock-Based Compensation

Comstock accounts for employee stock-based compensation under the fair value method. Compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period. During the three months ended June 30, 2013 and 2012, the Company recognized $3.2 million and $3.4 million, respectively, of stock-based compensation expense within general and administrative expenses related to awards of restricted stock and performance stock units to its employees and directors. For the six months ended June 30, 2013 and 2012, the Company recognized $6.4 million and $6.9 million, respectively, of stock-based compensation expense within general and administrative expenses.

As of June 30, 2013, Comstock had 1,519,889 shares of unvested restricted stock outstanding at a weighted average grant date fair value of $24.02 per share. Total unrecognized compensation cost related to unvested restricted stock grants of $14.3 million as of June 30, 2013 is expected to be recognized over a period of 2.0 years. As of June 30, 2013, Comstock had 249,302 performance stock units outstanding at a weighted average grant date fair value of $21.19 per unit. Total unrecognized compensation cost related to these grants of $3.7 million as of June 30, 2013 is expected to be recognized over a period of 1.7 years.

As of June 30, 2013, Comstock had outstanding options to purchase 115,150 shares of common stock at a weighted average exercise price of $32.90 per share. All of the stock options were exercisable and there were no unrecognized costs related to the stock options as of June 30, 2013. No stock options were exercised during the six months ended June 30, 2013 or 2012.

Income Taxes

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

   

 

Deferred income taxes are provided to reflect the future tax consequences or benefits of differences between the tax basis of assets and liabilities and their reported amounts in the financial statements using enacted tax rates. The difference between the Company’s effective tax rate and the 35% federal statutory rate is mainly caused by non-deductible stock compensation and state taxes. The impact of these items varies based upon the Company’s projected full year income or loss and the jurisdictions that are expected to generate the projected income and/or losses.

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

   

 

 

 13 

   

---

The Company’s federal income tax returns for the years subsequent to December 31, 2007 remain subject to examination.  The Company’s income tax returns in major state income tax jurisdictions remain subject to examination from various periods subsequent to December 31, 2007. State tax returns in two state jurisdictions are currently under review. The Company has evaluated the preliminary findings in these jurisdictions and believes it is more likely than not that the ultimate resolution of these matters will not have a material effect on its financial statements. The Company currently believes that all other significant filing positions are highly certain and that all of its other significant income tax positions and deductions would be sustained under audit or the final resolution would not have a material effect on the consolidated financial statements. Therefore the Company has not established any significant reserves for uncertain tax positions.

Fair Value Measurements

The Company holds or has held certain items that are required to be measured at fair value. These include cash equivalents held in bank accounts and derivative financial instruments in the form of oil price swap agreements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A three-level hierarchy is followed for disclosure to show the extent and level of judgment used to estimate fair value measurements:

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

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

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

The Company’s cash equivalents and restricted cash valuations are a Level 1 measurement. The Company’s oil price swap agreements are not traded on a public exchange, and their value is determined utilizing a discounted cash flow model based on inputs that are readily available in public markets and, accordingly, the valuation of these swap agreements is categorized as a Level 2 measurement.

The following table summarizes financial assets accounted for at fair value as of June 30, 2013:

   

 

 

 14 

   

---

The following table summarizes the changes in the fair values of derivative financial instruments, which are Level 2 assets, for the three months and six months ended June 30, 2013:

   

 

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

   

 

The fair market value of the Company’s fixed rate debt was based on the market prices as of June 30, 2013 and December 31, 2012, a Level 1 measurement. The fair value of the floating rate debt approximated its carrying value, a Level 2 measurement.

Earnings Per Share

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

 

 15 

   

---

Basic and diluted earnings per share for the three months and six months ended June 30, 2013 and 2012 were determined as follows:  

   

 

   

   

   

 

At June 30, 2013 and December 31, 2012, 1,519,889 and 1,960,835 shares of restricted stock, respectively, are included in common stock outstanding as such shares have a nonforfeitable right to participate in any dividends that might be declared and have the right to vote.

 

 16 

   

---

Weighted average shares of unvested restricted stock were as follows:

   

 

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

   

 

For the three months and six months ended June 30, 2013 and 2012, the excluded options that were anti-dilutive were at exercise prices in excess of the average stock price for each of the periods presented.

Supplementary Information With Respect to the Consolidated Statements of Cash Flows

For the purpose of the consolidated statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At June 30, 2013 and December 31, 2012 the Company’s cash investments consisted of cash held in bank accounts.

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

   

 

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 $0.7 million and $5.4 million for the three months ended June 30, 2013 and 2012, respectively, and $3.7 million and $10.6 million for the six months ended June 30, 2013 and 2012, respectively.

 

 17 

   

---

Comprehensive Income (Loss)

Comprehensive income (loss) consists of the following:

   

 

The following table provides a summary of the amounts included in accumulated other comprehensive income, net of income taxes, for the six months ended June 30, 2013:

   

 

   

   

(2) STOCKHOLDERS’ EQUITY –

On May 15, 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. The dividend in the amount of $6.0 million was paid on June 17, 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 had not repurchased any shares under this plan as of June 30, 2013.

   

(3) LONG-TERM DEBT – 

At June 30, 2013, long-term debt was comprised of:

   

 

Comstock has a $850.0 million bank credit facility with Bank of Montreal, as the administrative agent. The credit facility is a five year revolving credit commitment that matures on November 30, 2015. Indebtedness under the 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

 

 18 

   

---

of the Company’s future net cash flows of oil and gas properties. 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 June 30, 2013, the borrowing base was $500.0 million, all of which was available. Borrowings under the credit facility bear interest, based on the utilization of the borrowing base, at Comstock’s option at either (1) LIBOR plus 1.75% to 2.75% 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% to 1.75%. A commitment fee of 0.5% is payable annually on the unused borrowing base. The credit facility contains covenants that, among other things, limit the payment of cash dividends and repurchases of shares and the amount of consolidated debt that Comstock may incur and the ability to make certain loans and investments. The only financial covenants are the maintenance of a ratio of current assets, including availability under the bank credit facility, to current liabilities and maintenance of a leverage ratio. The Company was in compliance with these covenants as of June 30, 2013. The outstanding balance under the bank credit facility was repaid with a portion of the proceeds from the West Texas divestiture.

Comstock has $297.8 million in principal amount of 8³/8% senior notes outstanding which mature on October 15, 2017 (the “2017 Notes”). Interest on the 2017 Notes is payable semiannually on each April 15 and October 15. In June 2013, the Company repurchased $2.2 million in principal amount of the 2017 Notes at 103.3% of the par value. The Company also has $300.0 million in principal amount of 7³/4% senior notes (the “2019 Notes”) which mature on April 1, 2019; interest is payable semiannually on each April 1 and October 1. Comstock also has $300.0 million in principal amount of 9¹/2% senior notes (the “2020 Notes”) that were issued on June 5, 2012 and mature on June 15, 2020. Interest on the 2020 Notes is payable semi-annually on each June 15 and December 15. All of the 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 June 30, 2013, Comstock had no material assets or operations which were independent of its subsidiaries. There are no restrictions on the ability of Comstock to obtain funds from its subsidiaries through dividends or loans.

   

(4) Commitments and Contingencies –

From time to time, Comstock is involved in certain litigation that arises in the normal course of its operations. The Company records a loss contingency for these matters when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company does not believe the resolution of these matters will have a material effect on the Company’s financial position or results of operations.

In connection with its exploration and development activities, the Company contracts for drilling rigs under terms of up to three years. As of June 30, 2013, the Company had commitments for contracted drilling services of $53.9 million.

The Company has entered into natural gas transportation agreements through July 2019. Maximum commitments under these transportation agreements as of June 30, 2013 totaled $19.9 million.

   

   

 

 19 

   

---

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

This report contains forward-looking statements that involve risks and uncertainties that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those anticipated in our forward-looking statements due to many factors. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this report and in our annual report filed on Form 10-K for the year ended December 31, 2012.

Results of Operations From Continuing Operations

   

 

___________________________

Revenues – 

In the second quarter of 2013, our oil and gas sales from continuing operations increased $17.5 million (19%) to $107.8 million from $90.3 million for the second quarter of 2012. The increase was primarily related to higher oil production and improved natural gas prices. Production of 17.5 Bcfe in the second quarter of 2013 was 29% lower than the 24.5 Bcfe that we produced in the second quarter of 2012 due to lower natural gas production. Our total oil production of 551,000 barrels in the second quarter of 2013 increased by 20% from our oil production of 459,000 barrels in the second quarter of 2012.  Our average realized natural gas price in the second quarter of 2013 increased by 86% and our

 

 20 

   

---

average realized oil price, including realized gains from derivatives, decreased by 2% in the second quarter of 2013 as compared to the second quarter of 2012.  

In the first six months of 2013, our oil and gas sales from continuing operations increased $8.7 million (4%) to $202.8 million from $194.1 million for the first six months of 2012. The increase was primarily related to higher oil production and improved natural gas prices.  Production of 35.7 Bcfe in the first six months of 2013 was 28% lower than the 49.4 Bcfe that we produced in the first six months of 2012 due to lower natural gas production. Our total oil production of 983,000 barrels in the first six months of 2013 increased by 10% over our oil production of 892,000 barrels in the first six months of 2012. Our average realized natural gas price in the first six months of 2013 increased by 48% and our average realized oil price, including realized gains from derivatives, increased by 3% in the first six months of 2013 as compared to the first six months of 2012.

Costs and Expenses – 

Production taxes increased $1.0 million to $3.9 million for the second quarter of 2013 from $2.9 million in the second quarter of 2012 due to higher oil and gas sales. Production taxes of $6.0 million for the first six months of 2013 were comparable to production taxes of $6.1 million for the first six months of 2012.

Gathering and transportation costs for the second quarter of 2013 decreased $2.7 million to $4.4 million as compared to $7.1 million in the second quarter of 2012. Gathering and transportation costs for the first six months of 2013 decreased $6.2 million to $8.6 million as compared to $14.8 million in the first six months of 2012. The decreases related to our lower natural gas production.

Our lease operating expenses for the second quarter of 2013 of $13.0 million increased $0.8 million or 7% as compared to operating expenses of $12.2 million for the second quarter of 2012. Our lease operating expenses for the first six months of 2013 of $26.2 million increased $0.5 million or 2% from our lease operating expenses of $25.7 million for the first six months of 2012. Our lease operating expense per equivalent Mcf produced of $0.73 per Mcfe for the six months ended June 30, 2013 was $0.21 per Mcfe or 40% higher than for the same period in 2012. This increase in the rate primarily reflects our lower natural gas production and the fixed nature of much of our lifting costs.

Exploration costs were $9.8 million and $12.3 million in the three months and six months ended June 30, 2013, respectively, and $37,000 and $1.4 million in the three months and six months ended June 30, 2012, respectively, primarily related to impairments on certain of our unevaluated properties where we no longer expect to conduct drilling operations prior to the expiration of the lease term.

Depreciation, depletion and amortization (“DD&A”) decreased $0.5 million (1%) to $85.2 million in the second quarter of 2013 from $85.7 million in the second quarter of 2012. The decrease was primarily the result of our lower production in 2013 offset by a higher amortization rate. Our DD&A per equivalent Mcf produced increased $1.32 (37%) to $4.85 for the three months ended June 30, 2013 from $3.53 for the three months ended June 30, 2012. DD&A for the first six months of 2013 increased $7.2 million (4%) to $170.2 million from $163.0 million for the six months ended June 30, 2012. For the first six months of 2013, our per unit DD&A rate of $4.75 increased $1.37 (41%) from our DD&A rate of $3.38 for the first six months of 2012. The higher DD&A rates primarily reflect the higher capitalized costs from our oil focused drilling program and downward revisions to our proved natural gas reserves resulting from the low natural gas prices in 2012.

General and administrative expenses, which is reported net of overhead reimbursements, of $9.1 million for the second quarter of 2013 was comparable to general and administrative expenses of $9.0 million in the second quarter of 2012. Included in general and administrative expenses are stock-based compensation of $3.2 million and $3.4 million for the three months ended June 30, 2013 and 2012, respectively. For the first six months of 2013, general and administrative expenses of $17.8 million was unchanged as compared to the six months ended June 30, 2012. Included in general and administrative expense is stock-based compensation of $6.4 million and $6.9 million for the six months ended June 30, 2013 and 2012, respectively.

Interest expense of continuing operations increased $5.8 million to $19.2 million for the second quarter of 2013 from interest expense of $13.4 million in the second quarter of 2012. We had average borrowings of $240.7 million outstanding under our bank credit facility during the second quarter of 2013 as compared to average borrowings of $534.6 million

 

 21 

   

---

outstanding under our bank credit facility during the second quarter of 2012. We capitalized interest of $0.7 million and $3.1 million on our unevaluated properties during the three months ended June 30, 2013 and 2012, respectively. Interest expense allocated to discontinued operations was $2.8 million and $3.4 million during the three months ended June 30, 2013 and 2012, respectively, of which $2.3 million was capitalized during the three months ended June 30, 2012. Interest expense of continuing operations increased $11.1 million to $36.8 million for the first six months of 2013 from interest expense of $25.7 million in the first six months of 2012. The increase was primarily due to the issuance of $300.0 million in senior notes in June 2012 and a reduction in the interest we capitalized. We had average borrowings of $351.0 million outstanding under our bank credit facility during the first six months of 2013 as compared to average borrowings of $569.9 million outstanding under our bank credit facility during the first six months of 2012. We capitalized interest of $1.7 million and $6.2 million on our unevaluated properties during the six months ended June 30, 2013 and 2012, respectively. Interest expense allocated to discontinued operations was $8.4 million and $6.5 million during the six months ended June 30, 2013 and 2012, respectively, of which $2.0 million and $4.4 million, respectively was capitalized.

During the six months ended June 30, 2013, we recognized a gain of $7.9 million from the sale of 600,000 shares of common stock in Stone Energy Corporation held as marketable securities. During the first six months of 2012 we recognized a gain of $26.6 million from the sale of 1,206,000 shares of Stone Energy common stock and we recognized gains of $20.3 million and $27.1 million on the sale of oil and gas properties during the three months and six months ended June 30, 2012.

Unrealized gains on derivatives reflecting the change in the fair value of our oil derivatives of $0.6 million and $34.8 million were recognized in the three months ended June 30, 2013 and 2012, respectively, and we recognized an unrealized loss of $8.1 million and an unrealized gain of $24.6 million in the six months ended June 30, 2013 and 2012, respectively.

Income taxes related to continuing operations for the second quarter of 2013 were a benefit of $12.0 million as compared to a benefit for income taxes of $3.8 million for the three months ended June 30, 2012. Income taxes related to continuing operations for the first six months of 2013 were a benefit of $24.2 million as compared to a benefit for income taxes of $3.6 million for the six months ended June 30, 2012. Our effective tax rate was 35.8% for the three months ended June 30, 2013 and 34.5% for the first six months of 2013.  Our effective tax rate was 29.5% for the three months ended June 30, 2012 and 25.1% for the six months ended June 30, 2012.  The effective tax rates in 2013 are comparable to the customary tax rate, after giving effect to certain non-deductible expenses and state taxes.

We reported a net loss from continuing operations of $21.5 million for the three months ended June 30, 2013 or $ 0.45 per share, as compared to net income of $16.7 million, or $0.35 per diluted share, for the three months ended June 30, 2012. We reported a net loss from continuing operations of $46.0 million for the six months ended June 30, 2013 or $0.95 per share, as compared to net income of $18.1 million or $0.38 per diluted share for the six months ended June 30, 2012. The decrease in earnings in the first half of 2013 was primarily due to a decline in natural gas production, higher DD&A costs, and the gains from property and marketable security sales and unrealized gains on derivatives in 2012.

The net income from discontinued operations of $151.2 million, or $3.13 per share, for the three months ended June 30, 2013 included a pre-tax gain on the sale of our West Texas oil and gas properties of $230.6 million.   Excluding the gain, net income from discontinued operations was $1.3 million as compared to a net loss of $9.5 million for the three months ended June 30, 2012. Net income from discontinued operations for the six months ended June 30, 2013 of $148.6 million, or $3.07 per share, for the six months ended June 30, 2013, also included the gain on the sale.  Excluding the gain, the net loss from discontinued operations was $1.3 million as compared to a net loss of $9.6 million for the six months ended June 30, 2012. Revenues and operating costs of discontinued operations for the first six months of 2013 increased from the first six months of 2012 mainly as a result of the higher production resulting from the our drilling activity on these properties.   DD&A costs of discontinued operations in the first six months of 2013 increased from the first six months of 2012 mainly as a result the higher capital costs incurred from drilling operations and the higher production volumes.  We discontinued DD&A expense during the first quarter of 2013 as a result of the sale of the properties. Interest expense allocated to discontinued operations for the first six months of 2013 increased from the first six months of 2012 due to the increase in the net carrying value of discontinued operations in 2013 that resulted primarily from the capital expenditures on these properties.

 

 22 

   

---

Liquidity and Capital Resources

Funding for our activities has historically been provided by our operating cash flow, debt or equity financings or proceeds from asset sales. For the six months ended June 30, 2013, our primary source of funds were proceeds from sales of assets of $837.1 million, including the proceeds from the sale of our West Texas properties.  Our net cash flow from operating activities of continuing operations decreased $1.7 million (1%) in the first six months of 2013 to $115.7 million from $117.4 million for the six months ended June 30, 2012 due to changes in working capital accounts. Excluding working capital account changes, operating cash flow increased by $7.3 million due to higher oil production and improved natural gas prices.

Our primary needs for capital, in addition to funding our ongoing operations, relate to the acquisition, development and exploration of our oil and gas properties and the repayment of our debt. In the first six months of 2013, we incurred capital expenditures from continuing operations of $133.5 million primarily for our development and exploration activities. We also incurred capital expenditures of $91.5 million related to our discontinued operations during the six months ended June 30, 2013. After completing the divestiture of our West Texas properties, we reduced our debt by  $537.2  million.

The following table summarizes our capital expenditure activity, on an accrual basis, for the six months ended June 30, 2013 and 2012:

   

 

_________

(1)  Net of $21.5 million received from our joint venture partner for acreage and facility reimbursements.

   

We expect to spend approximately $359.0 million for drilling activity relating to our continuing operations and for leasehold acquisition costs during 2013. We expect to fund our expenditures for development and exploration activities with operating cash flow and available cash.

The timing of most of our capital expenditures is discretionary because we have no material long-term capital expenditure commitments except for commitments for contract drilling services. Consequently, we have a significant degree of flexibility to adjust the level of our capital expenditures as circumstances warrant. As of June 30, 2013, we have contracted for the services of drilling rigs through November 2015 at an aggregate cost of $53.9 million. In addition, we have maximum commitments of $19.9 million to transport natural gas through July 2019. We have obligations to incur future payments for dismantlement, abandonment and restoration costs of oil and gas properties. These payments are currently estimated to be incurred primarily after 2017. We record a separate liability for the fair value of these asset retirement obligations which totaled $16.7 million as of June 30, 2013.

We have a $850.0 million bank credit facility with Bank of Montreal, as the administrative agent. The credit facility is a five year revolving credit commitment that matures on November 30, 2015. Indebtedness under the credit facility is secured by substantially all of our assets and is guaranteed by all of our wholly owned subsidiaries. The credit facility is subject to borrowing base availability, which is redetermined semiannually based on the banks’ estimates of our future net cash flows of oil and gas properties. The borrowing base may be affected by the performance of our properties and changes in oil and natural gas prices. The determination of the borrowing base is at the sole discretion of the administrative agent and the bank group. As of June 30, 2013, the borrowing base was $500.0 million, all of which was available. Borrowings under the credit facility bear interest, based on the utilization of the borrowing base, at our option at

 

 23 

   

---

either (1) LIBOR plus 1.75% to 2.75% 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% to 1.75%. A commitment fee of 0.5% is payable annually on the unused borrowing base. The credit facility contains covenants that, among other things, limit the payment of cash dividends and repurchases of shares, limit the amount of consolidated debt that we may incur and our ability to make certain loans and investments. The only financial covenants are the maintenance of a ratio of current assets, including availability under the bank credit facility, to current liabilities and maintenance of a leverage ratio. We were in compliance with these covenants as of June 30, 2013.

We have $297.8 million in principal amount of 8³/8% senior notes outstanding which mature on October 15, 2017 (the “2017 Notes”). Interest on the 2017 Notes is payable semiannually on each April 15 and October 15. In June 2013, we repurchased $2.2 million in principal amount of the 2017 Notes at 103.3% of the par value. We also have $300.0 million in principal amount of 7³/4% senior notes (the “2019 Notes”) outstanding which are due on April 1, 2019; interest is payable semiannually on each April 1 and October 1. We also have $300.0 million in principal amount of 9¹/2% senior notes (the “2020 Notes”) that were issued on June 5, 2012 and are due on June 15, 2020. Interest is payable semi-annually on each June 15 and December 15. The 2017, 2019 and 2020 Notes are unsecured obligations and 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 June 30, 2013, we had no material assets or operations which were independent of our subsidiaries. There are no restrictions on our ability to obtain funds from our subsidiaries through dividends or loans.

We believe that our cash flow from operations, proceeds from asset sales, cash on hand 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 cannot provide any assurance that we will be able to obtain such capital, or if such capital is available, that we will be able to obtain it on acceptable terms.

Cash Dividend Payments

On May 15, 2013, the Board of Directors declared a dividend of 12.5 cents per share on our common stock to stockholders of record at the close of business on May 31, 2013. The dividend in the amount of $6.0 million was paid on June 17, 2013.  The amount of future dividends is subject to declaration by the Board of Directors and primarily depends on earnings, capital expenditures and various other factors.

Common Stock Repurchase Plan

On May 15, 2013, the Board of Directors approved an open market share repurchase plan which permits the Company to repurchase up to $100.0 million of its common stock on the open market. We made no open market purchases under this plan during the first six months of 2013.

   

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Oil and Natural Gas Prices

Our financial condition, results of operations and capital resources are highly dependent upon the prevailing market prices of natural gas and oil. These commodity prices are subject to wide fluctuations and market uncertainties due to a variety of factors, some of which are beyond our control. Factors influencing oil and natural gas prices include the level of global demand for crude oil, the foreign supply of oil and natural gas, the establishment of and compliance with production quotas by oil exporting countries, weather conditions that determine the demand for natural gas, the price and availability of alternative fuels and overall economic conditions. It is impossible to predict future oil and natural gas prices with any degree of certainty. Sustained weakness in natural gas and oil prices may adversely affect our financial condition and results of operations, and may also reduce the amount of oil and natural gas reserves that we can produce economically. Any reduction in our natural gas and oil reserves, including reductions due to price fluctuations, can have an adverse effect on our ability to obtain capital for our exploration and development activities. Similarly, any improvements in natural gas and oil prices can have a favorable impact on our financial condition, results of operations and capital resources. Based on our oil and natural gas production for the six months ended June 30, 2013, a $0.10 change in the price per Mcf of natural gas would have changed our cash flow from continuing operations by approximately $2.9 million and a $1.00 change in the price per barrel of oil would have resulted in a change in our cash flow from

 

 24 

   

---

continuing operations for such period by approximately $1.2 million before considering any gains or losses from our oil price swap agreements.

We have economically hedged a portion of our price risks associated with our oil sales. As of June 30, 2013, our outstanding oil price swap agreements had a fair value of $3.5 million. A change in the fair value of our oil swaps that would result from a 10% change in commodities prices at June 30, 2013 would be $6.4 million. Such a change in fair value could be a gain or a loss depending on whether prices increase or decrease.

Realized hedge derivative gains or losses and changes in the fair value of our swap agreements are reported as components of other income (loss) in the consolidated statement of operations. None of our derivative contracts have margin requirements or collateral provisions that could require funding prior to the scheduled cash settlement date.

Interest Rates

At June 30, 2013, we had $883.3 million of long-term debt. Of this amount, $300.0 million bears interest at a fixed rate of 7³/4%, $295.5 million bears interest at a fixed rate of 8³/8% and $287.8 million bears interest at a fixed rate of 9¹/2%. The fair market value of our fixed rate debt as of June 30, 2013 was $947.5 million based on the market price of approximately 107% of the face amount. At June 30, 2013, we had no borrowings 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 is tied to LIBOR or the corporate base rate, at our option. We had no interest rate derivatives outstanding during 2012 or at June 30, 2013.

   

ITEM 4: CONTROLS AND PROCEDURES  

As of June 30, 2013, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). In our Form 10-K for the year ended December 31, 2012 we reported that we had identified a material weakness in our internal controls over financial reporting in our accounting for our oil price derivative financial instruments. In response to the material weakness, we are not accounting for derivative financial instruments as cash flow hedges under ASC 815 in 2013 and have not entered into any new derivative financial instruments in 2013.  We 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 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 appropriate should we decide to account for derivative financial instruments as cash flow hedges in the future.  Although no new derivative financial instruments have been entered into or designated as cash flow hedges in the first six months of 2013, we are continuing to monitor the effectiveness of our internal control over financial reporting with respect to our accounting for derivative financial instruments and we are performing additional procedures to ensure that our financial statements continue to be fairly stated in all material respects.

Based on our evaluation of our disclosure controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2013 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the 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. There were no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended June 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

   

   

   

   

 

 25 

   

---

PART II — OTHER INFORMATION

ITEM 6: EXHIBITS

   

 

___________________________

   

   

 

 26 

   

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   

 

   

   

 

 27 

   

---