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form8kcomstockaug282008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): August 28, 2008

COMSTOCK RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

STATE OF NEVADA	001-03262	94-1667468
(State or other jurisdiction incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

5300 Town And Country Boulevard

Suite 500

Frisco, Texas 75034

(Address of principal executive offices)

(972) 668-8800

(Registrant's Telephone No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

On August 28, 2008, Comstock Resources, Inc. ("Comstock" or the "Company") announced that its 49% owned subsidiary, Bois d'Arc Energy, Inc. ("Bois d'Arc Energy"), had completed a merger transaction with Stone Energy Corporation ("Stone") on August 28, 2008 pursuant to which each outstanding share of Bois d'Arc Energy was exchanged for cash in the amount of $13.65 per share and 0.165 shares of Stone common stock. As a result of this transaction, Comstock received $440 million in cash and 5,317,069 shares of Stone in exchange for its Bois d'Arc Energy common stock.

In connection with the completion of the merger between Bois d'Arc Energy and Stone, the Company hereby files the pro forma financial information specified in Article 11 of Regulation S-X as Exhibit 99.1 hereto.

Item 7.01 Regulation FD Disclosure

The Company hereby furnishes, as Exhibit 99.2 hereto, unaudited financial and operating data which present the Company's financial results of its offshore operations as discontinued operations. This information is provided to assist stockholders and investors in understanding the Company's historical results by separating the continuing onshore operations from the discontinued offshore operations.

In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K under Item 7.01 (Regulation FD Disclosure) shall be deemed "furnished" and not "filed" with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1	Pro Forma Consolidated Balance Sheet as of June 30, 2008 and Consolidated Statements of Operations for the Year Ended December 31, 2007 and the six months ended June 30, 2008.

Exhibit 99.2	Financial and Operating Data Reflecting Comstock's offshore operations as Discontinued Operations for 2007 and the six months ended June 30, 2008.

SIGNATURES

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

		COMSTOCK RESOURCES, INC.


Dated: August 29, 2008	By:	/s/ M. JAY ALLISON
		M. Jay Allison
		President and Chief Executive Officer

exhibit99pnt1.htm

Exhibit 99.1

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

COMSTOCK RESOURCES, INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Introduction

On August 28, 2008, Comstock Resources, Inc.'s ("Comstock" or the "Company") 49% owned subsidiary, Bois d'Arc Energy, Inc. ("Bois d'Arc Energy") merged with a wholly-owned subsidiary of Stone Energy Corporation ("Stone") pursuant to which each outstanding share of Bois d'Arc Energy was exchanged for cash in the amount of $13.65 per share and 0.165 shares of Stone common stock. Following are the unaudited pro forma financial statements of Comstock for the year ended December 31, 2007 and the six months ended June 30, 2008 which give effect to this merger transaction. The unaudited pro forma balance sheet as of June 30, 2008 assumes the merger transaction occurred as of that date. The unaudited pro forma statements of operations assume that this merger transaction occurred on January 1, 2007. Pro forma adjustments are presented in the notes to the unaudited pro forma financial statements. The unaudited pro forma financial statements and accompanying notes should be read together with the historical consolidated financial statements of Comstock filed with its Form 10-K for the year ended December 31, 2007 and its Form 10-Q for the six months ended June 30, 2008.

The pro forma adjustments are based upon available information and assumptions that the management of Comstock believes are reasonable. The pro forma financial statements do not purport to represent the financial position or results of operations of Comstock which would have occurred had the merger transaction been consummated on the dates indicated or Comstock's financial position or results of operations for any future date or period.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED BALANCE SHEET

(Unaudited)

AS OF JUNE 30, 2008

(in thousands)

	Historical		Pro Forma Adjustments				Pro Forma

ASSETS

Cash and Cash Equivalents	$	8,709	$	439,867		(a)	$	8,709
				(148,383	)	(c)
				(291,484	)	(c)
Other Current Assets		89,266		—				89,266
Total Current Assets		97,975		—				97,975
Marketable Securities		—		264,950		(a)		264,950
Property and Equipment		1,276,184		—				1,276,184
Net Assets of Discontinued Operations		1,031,982		(1,031,982	)	(a)		—
Other Assets		3,554		—				3,554
Total Assets	$	2,409,695	$	(767,032	)		$	1,642,663

LIABILITIES AND STOCKHOLDERS' EQUITY


Other Current Liabilities	$	124,446	$	—			$	124,446
Current Taxes Payable		1,493		148,383		(b)		1,493
				(148,383	)	(c)
Total Current Liabilities		125,939		—				125,939
Long-term Debt, Less Current Portion		495,000		(291,484	)	(c)		203,516
Deferred Taxes Payable		132,198		65,589		(b)		197,787
Other Liabilities		18,304		—				18,304
Net Liabilities of Discontinued Operations		434,775		(434,775	)	(a)		—
Minority Interest in Discontinued Operations		311,306		(311,306	)	(a)		—
Stockholders' Equity		892,173		204,944		(a)		1,097,117
Total Liabilities and Stockholders' Equity	$	2,409,695	$	(767,032	)		$	1,642,663

See accompanying notes to unaudited pro forma

consolidated financial statements

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

FOR THE YEAR ENDED DECEMBER 31, 2007

(in thousands except per share amounts)

	Historical			Pro Forma Adjustments				Pro Forma
Revenues:
Oil and gas sales	$	687,073		$	(355,460	)	(d)	$	331,613

Operating expenses:
Production taxes		16,325			(2,495	)	(d)		13,830
Lifting costs		107,307			(56,346	)	(d)		50,961
Exploration		43,079			(36,040	)	(d)		7,039
Depreciation, depletion and amortization		243,619			(118,270	)	(d)		125,349
Impairment		826			(344	)	(d)		482
General and administrative, net		42,682			(14,869	)	(d)		27,813
Total operating expenses		453,838			(228,364	)			225,474

Income from operations		233,235			(127,096	)			106,139

Other income (expenses):
Interest income		1,389			(512	)	(d)		877
Other income		685			(541	)	(d)		144
Interest expense		(41,326	)		9,033		(d)		(14,211	)
					18,082		(e)
Total other income (expense)		(39,252	)		26,062				(13,190	)
Income from continuing operations before income taxes and minority interest		193,983			(101,034	)	(d)		92,949
Provision for income taxes		(85,177	)		55,954		(d)		(35,693	)
					(6,470	)	(e)
Minority interest in earnings		(39,905	)		39,905		(d)		—
Income from continuing operations	$	68,901		$	(11,645	)		$	57,256

Net income per share from continuing operations:
Basic	$	1.59						$	1.32
Fully diluted	$	1.54						$	1.29

Weighted average common and common stock equivalent shares outstanding:
Basic		43,415							43,415
Fully diluted		44,405							44,405

See accompanying notes to unaudited pro forma

consolidated financial statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

FOR THE SIX MONTHS ENDED JUNE 30, 2008

(in thousands except per share amounts)

	Historical			Pro Forma Adjustments				Pro Forma
Revenues:
Oil and gas sales	$	299,743		$	—			$	299,743
Gain on disposal of assets		21,204			—				21,204

Operating expenses:
Production taxes		12,779			—				12,779
Lifting costs		31,785			—				31,785
Exploration		2,238			—				2,238
Depreciation, depletion and amortization		85,927			—				85,927
General and administrative, net		13,086			—				13,086
Total operating expenses		145,815			—				145,815

Income from operations		175,132			—				175,132

Other income (expenses):
Interest income		366			—				366
Other income		58			—				58
Interest expense		(18,497	)		6,812		(e)		(11,685	)
Total other income (expense)		(18,073	)		6,812				(11,261	)

Income from continuing operations before income taxes		157,059			6,812				163,871
Provision for income taxes		(57,229	)		(2,436	)	(e)		(59,665	)
Net income from continuing operations	$	99,830		$	4,376			$	104,206

Net income per share from continuing operations:
Basic	$	2.25						$	2.35
Fully diluted	$	2.21						$	2.30

Weighted average common and common stock equivalent shares outstanding:
Basic		44,296							44,296
Fully diluted		45,246							45,246

See accompanying notes to unaudited pro forma

consolidated financial statements.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(1) Pro Forma Adjustments

On August 28, 2008 Comstock's 49% owned subsidiary, Bois d'Arc Energy, merged with a wholly-owned subsidiary of Stone pursuant to which all shares of Bois d'Arc Energy common stock, including the shares owned by Comstock, were converted into the right to receive the per share amount of $13.65 in cash and 0.165 of shares Stone common stock.

The accompanying unaudited pro forma balance sheet as of June 30, 2008 reflects the following adjustments:

(a)

To recognize the effect of the merger between Bois d'Arc Energy and Stone effective August 28, 2008. As a result of the merger, the Company received $440 million in cash and 5,317,069 shares of Stone common stock. The pro forma fair value attributed to the Stone shares acquired by Comstock is based on the closing market value of Stone's common stock on August 28, 2008. The actual fair value of the Stone shares recorded may be adjusted to reflect the impact of the restrictions on the sale of the shares contained in the Company's shareholder agreement with Stone. Such adjustment is not expected to be material to the pro forma balance sheet. The pro forma gain from the merger transaction of $204.9 million after income taxes of $111.3 million is included as an adjustment to stockholders' equity.

The adjustment also includes elimination of the historical accounts of Bois d'Arc Energy, which were presented as discontinued operations in the Company's June 30, 2008 consolidated financial statements.

(b)	To record income taxes payable as a result of the merger, including a provision for the taxes due on the portion of the merger consideration received which is currently taxable.

(c)	To recognize use of the cash proceeds received by Comstock from the merger to pay the estimated current income tax liability resulting from the transaction, and to repay borrowings under the Company's revolving credit facility. The Company repaid this debt following closing.

The accompanying unaudited pro forma statements of operations for the year ended December 31, 2007 and the six months ended June 30, 2008 reflect the following adjustments:

(d)	To reflect the 2007 results of the Company's offshore operations as discontinued operations; as a result of the merger, Comstock began presenting the offshore operations of Bois d'Arc Energy as discontinued operations in its financial statements for the six months ended June 30, 2008.

(e)	To adjust interest expense, and related income taxes, reflecting the use of the cash proceeds to reduce borrowings under the Company's bank credit facility.

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

(continued)

(2) Oil and Gas Reserves Information (Unaudited)

Set forth below is a summary of the changes to Comstock's net quantities of proved oil and gas reserves for the year ended December 31, 2007 pro forma for the merger and accordingly do not include the proved reserves of Bois d'Arc Energy.

	Oil (MBbls)			Gas (MMcf)
Proved Reserves:
Beginning of year		11,984			435,508
Revisions of previous estimates		(1,449	)		14,145
Extensions and discoveries		891			98,665
Purchases of minerals in place		92			78,631
Production		(1,008	)		(39,231	)
End of year		10,510			587,718

Proved Developed Reserves:
Beginning of year		7,912			241,243
End of year		7,449			370,339

The pro forma standardized measure of discounted future net cash flows of Comstock Resources, Inc. as of December 31, 2007 excluding the standardized measure of discounted future net cash flow of Bois d'Arc Energy is as follows:

	(In thousands)
Cash Flows Relating to Proved Reserves:
Future Cash Flows	$	4,792,226
Future Costs:
Production		(1,351,642	)
Development and Abandonment		(517,290	)
Future Income Taxes		(802,637	)
Future Net Cash Flows		2,120,657
10% Discount Factor		(958,109	)
Standardized Measure of Discounted Future Net Cash Flows		1,162,548

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

(continued)

The following table sets forth the pro forma changes in the standardized measure of discounted future net cash flows for the year ended December 31, 2007 excluding Bois d'Arc Energy:

	(In thousands)

Standardized Measure, Beginning of Year	$	747,494
Net Change in Sales Price, Net of Production Costs		256,216
Development Costs Incurred During the Year Which Were Previously Estimated		160,294
Revision of Quantity Estimates		15,550
Accretion of Discount		98,128
Changes in Future Development and Abandonment Costs		(160,541	)
Changes in Timing		(23,205	)
Extensions and Discoveries		296,534
Purchases of Reserves in Place		220,372
Sales, Net of Production Costs		(266,822	)
Net Changes in Income Taxes		(181,472	)
Standardized Measure, End of Year	$	1,162,548

The pro forma estimates of proved oil and gas reserves utilized in the preparation of the financial statements were estimated by independent petroleum consultants of Lee Keeling and Associates, Inc. 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 Comstock's pro forma reserves are located onshore in the continental United States of America.

Future cash inflows are calculated by applying year-end prices adjusted for transportation and other charges to the year-end quantities of proved reserves, except in those instances where fixed and determinable price changes are provided by contractual arrangements in existence at year-end. The prices used for the December 31, 2007 calculations were $81.36 per barrel of oil and $6.70 per Mcf of gas, respectively.

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.

exhibit99pnt2.htm

Exhibit 99.2

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES

UNAUDITED FINANCIAL AND OPERATING DATA

Introduction

Comstock's offshore operations have historically been conducted through its 49% owned subsidiary, Bois d'Arc Energy, Inc. ("Bois d'Arc Energy"). On August 28, 2008, Bois d'Arc Energy merged with Stone Energy Corporation ("Stone") pursuant to which each outstanding share of Bois d'Arc Energy was exchanged for cash in the amount of $13.65 per share and 0.165 shares of Stone common stock. During the three months ended June 30, 2008, the Company began presenting the results of the offshore operations of Bois d'Arc Energy as discontinued operations. The following tables include unaudited financial and operating data for the year ended December 31, 2007 and the six months ended June 30, 2008 which present the Company's financial results of its offshore operations as discontinued operations. This information is provided to assist stockholders and investors in understanding the Company's historical results by separating the continuing onshore operations from the discontinued offshore operations.

COMSTOCK RESOURCES, INC.

FINANCIAL AND OPERATING DATA

(In thousands, except per share amounts)

(UNAUDITED)

	Three Months Ended												Twelve Months Ended
	March 31, 2007			June 30, 2007			September 30, 2007			December 31, 2007			December 31, 2007

Revenues:
Oil and gas sales	$	69,847		$	83,160		$	83,087		$	95,519		$	331,613

Operating expenses:
Production taxes		2,559			3,943			4,009			3,319			13,830
Lifting costs		11,496			13,681			13,021			12,763			50,961
Exploration		398			1,878			1,375			3,388			7,039
Depreciation, depletion and amortization		27,360			30,248			33,413			34,328			125,349
Impairment		—			—			482			—			482
General and administrative		6,250			5,588			5,663			10,312			27,813

Total operating expenses		48,063			55,338			57,963			64,110			225,474

Operating income from continuing operations		21,784			27,822			25,124			31,409			106,139

Other income (expenses):
Interest income		191			197			256			233			877
Other income		38			39			39			28			144
Interest expense		(6,285	)		(7,775	)		(8,772	)		(9,461	)		(32,293	)

Total other income (expenses)		(6,056	)		(7,539	)		(8,477	)		(9,200	)		(31,272	)

Income from continuing operations before income taxes		15,728			20,283			16,647			22,209			74,867
Provision for income taxes		(6,329	)		(7,312	)		(6,539	)		(9,043	)		(29,223	)

Income from continuing operations		9,399			12,971			10,108			13,166			45,644

Income from discontinued operations after income taxes and minority interest		3,159			5,246			6,320			8,532			23,257
Net income	$	12,558		$	18,217		$	16,428		$	21,698		$	68,901

Basic net income per share:
Continuing operations	$	0.22		$	0.30		$	0.23		$	0.30		$	1.05
Discontinued operations		0.07			0.12			0.15			0.20			0.54
	$	0.29		$	0.42		$	0.38		$	0.50		$	1.59
Diluted net income per share:
Continuing operations	$	0.21		$	0.29		$	0.23		$	0.30		$	1.03
Discontinued operations		0.07			0.12			0.14			0.18			0.51
	$	0.28		$	0.41		$	0.37		$	0.48		$	1.54
Weighted average shares outstanding:
Basic		43,364			43,374			43,379			43,544			43,415
Diluted		44,238			44,361			44,434			44,583			44,405

COMSTOCK RESOURCES, INC.

FINANCIAL AND OPERATING DATA
CONTINUING ONSHORE OPERATIONS

(In thousands, except per unit amounts)

(UNAUDITED)

Three Months Ended

Twelve Months

Ended

March 31,

2007

June 30,

2007

September 30,

2007

December 31,

2007

December 31,

2007

Net Production Data:
Natural Gas (Mmcf)		8,635		9,215		10,612		10,769		39,231
Oil (Mbbls)		251		255		260		242		1,008
Natural Gas equivalent (Mmcfe)		10,140		10,746		12,170		12,226		45,282

Revenues:
Natural Gas sales	$	57,793	$	68,849	$	66,459	$	77,038	$	270,139
Oil sales		12,054		14,311		16,628		18,481		61,474
Total oil and gas sales	$	69,847	$	83,160	$	83,087	$	95,519	$	331,613

Average Sales Price:
Oil (per Bbl)	$	48.03	$	56.10	$	64.06	$	76.10	$	60.96
Natural gas (per Mcf)	$	6.69	$	7.47	$	6.26	$	7.15	$	6.89
Average equivalent (Mcfe)	$	6.89	$	7.74	$	6.83	$	7.81	$	7.32

Expenses ($ per Mcfe):
Oil and gas operating(1)	$	1.39	$	1.64	$	1.40	$	1.32	$	1.43
Depreciation, depletion and amortization(2)	$	2.69	$	2.80	$	2.73	$	2.81	$	2.76

(1) Includes lifting costs, inclusive of ad valorem taxes, and production taxes
(2) Represents depreciation, depletion and amortization of oil and gas properties only

COMSTOCK RESOURCES, INC.

FINANCIAL AND OPERATING DATA

(In thousands, except per share amounts)

(UNAUDITED)

	Three Months Ended						Six Months Ended
	March 31, 2008			June 30, 2008			June 30, 2008

Revenues:
Oil and gas sales	$	127,721		$	172,022		$	299,743
Gain on sale of assets		(240	)		21,444			21,204

Operating expenses:
Production taxes		6,234			6,545			12,779
Lifting costs		14,968			16,817			31,785
Exploration		2,238			—			2,238
Depreciation, depletion and amortization		41,505			44,422			85,927
General and administrative		6,164			6,922			13,086

Total operating expenses		71,109			74,706			145,815

Operating income from continuing operations		56,372			118,760			175,132

Other income (expenses):
Interest income		161			205			366
Other income		22			36			58
Interest expense		(9,951	)		(8,546	)		(18,497	)

Total other income (expenses)		(9,768	)		(8,305	)		(18,073	)

Income from continuing operations before income taxes		46,604			110,455			157,059
Provision for income taxes		(17,202	)		(40,027	)		(57,229	)

Income from continuing operations		29,402			70,428			99,830

Income from discontinued operations after income taxes and minority interest		11,693			12,199			23,892
Net income	$	41,095		$	82,627		$	123,722

Basic net income per share:
Continuing operations	$	0.67		$	1.59		$	2.25
Discontinued operations		0.26			0.28			0.54
	$	0.93		$	1.87		$	2.79
Diluted net income per share:
Continuing operations	$	0.66		$	1.55		$	2.21
Discontinued operations		0.25			0.26			0.51
	$	0.91		$	1.81		$	2.72
Weighted average shares outstanding:
Basic		44,179			44,287			44,296
Diluted		44,994			45,373			45,246

COMSTOCK RESOURCES, INC.

FINANCIAL AND OPERATING DATA
CONTINUING ONSHORE OPERATIONS

(In thousands, except per unit amounts)

(UNAUDITED)

	Three Months Ended						Six Months Ended
	March 31, 2008			June 30, 2008			June 30, 2008
Net Production Data:
Natural Gas (Mmcf)		13,130			13,682			26,812
Oil (Mbbls)		243			268			511
Natural Gas equivalent (Mmcfe)		14,586			15,292			29,878

Revenues:
Natural Gas sales	$	108,193		$	148,180		$	256,373
Hedging losses		(244	)		(4,384	)		(4,628	)
Total natural gas sales including hedging		107,949			143,796			251,745
Oil sales		19,772			28,226			47,998
Total oil and gas sales	$	127,721		$	172,022		$	299,743

Average Sales Price:
Oil (per Bbl)	$	81.49		$	105.16		$	93.92
Natural gas (per Mcf)	$	8.24		$	10.83		$	9.56
Natural gas including hedging (per Mcf)	$	8.22		$	10.51		$	9.39
Average equivalent (Mcfe)	$	8.77		$	11.54		$	10.19
Average equivalent including hedging (Mcfe)	$	8.76		$	11.25		$	10.03

Expenses ($ per Mcfe):
Oil and gas operating(1)	$	1.45		$	1.53		$	1.49
Depreciation, depletion and amortization(2)	$	2.84		$	2.89		$	2.87

(1) Includes lifting costs, inclusive of ad valorem taxes, and production valorem taxes
(2) Represents depreciation, depletion and amortization of oil and gas properties only