e10vq
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 2011
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 001-03262
COMSTOCK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
     
NEVADA   94-1667468
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)
5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034
(Address of principal executive offices)
Telephone No.: (972) 668-8800
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ          No o
     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 o
     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 þ
  Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
 
      (Do not check if a smaller reporting company)    
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o          No þ
     The number of shares outstanding of the registrant’s common stock, par value $.50, as of May 4, 2011 was 47,625,226.
 
 

 


 

COMSTOCK RESOURCES, INC.
QUARTERLY REPORT
For the Quarter Ended March 31, 2011
INDEX
         
    Page
       
 
       
       
 
       
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    16  
 
       
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    20  
 
       
    21  
 
       
       
 
       
    22  

2


 

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

3


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
                 
    March 31,     December 31,  
    2011     2010  
   
(In thousands)
ASSETS
Cash and Cash Equivalents
  $ 4,196     $ 1,732  
Accounts Receivable:
               
Oil and gas sales
    34,190       28,705  
Joint interest operations
    15,796       15,982  
Marketable Securities
    80,956       84,637  
Other Current Assets
    5,796       4,675  
 
           
Total current assets
    140,934       135,731  
Property and Equipment:
               
Unevaluated oil and gas properties
    182,415       225,884  
Oil and gas properties, successful efforts method
    2,766,978       2,574,717  
Other
    17,905       18,156  
Accumulated depreciation, depletion and amortization
    (1,062,480 )     (1,002,509 )
 
           
Net property and equipment
    1,904,818       1,816,248  
Other Assets
    17,481       12,235  
 
           
 
  $ 2,063,233     $ 1,964,214  
 
           

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
               
Accounts Payable
  $ 123,806     $ 123,275  
Deferred Income Taxes Payable
    16,014       10,339  
Accrued Expenses
    21,758       21,450  
 
           
Total current liabilities
    161,578       155,064  
Long-term Debt
    596,506       513,372  
Deferred Income Taxes Payable
    216,381       217,993  
Reserve for Future Abandonment Costs
    6,820       6,674  
Other Non-Current Liabilities
    2,540       2,580  
 
           
Total liabilities
    983,825       895,683  
Commitments and Contingencies
               
Stockholders’ Equity:
               
Common stock — $0.50 par, 75,000,000 shares authorized, 47,625,226 and 47,706,101 shares outstanding at March 31, 2011 and December 31, 2010, respectively
    23,813       23,853  
Additional paid-in capital
    457,214       454,499  
Retained earnings
    560,253       557,849  
Accumulated other comprehensive income
    38,128       32,330  
 
           
Total stockholders’ equity
    1,079,408       1,068,531  
 
           
 
  $ 2,063,233     $ 1,964,214  
 
           
The accompanying notes are an integral part of these statements.

4


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
                 
    Three Months Ended March 31,  
    2011     2010  
    (In thousands, except per share amounts)  
Revenues:
               
Oil and gas sales
  $ 88,038     $ 106,089  
 
               
Operating expenses:
               
Production taxes
    726       1,675  
Gathering and transportation
    5,628       4,528  
Lease operating
    11,548       14,160  
Exploration
    9,537       1,169  
Depreciation, depletion and amortization
    60,325       59,409  
Impairment of oil and gas properties
          159  
Loss on sale of properties
    109        
General and administrative, net
    8,428       9,801  
 
           
Total operating expenses
    96,301       90,901  
 
           
 
               
Operating income (loss)
    (8,263 )     15,188  
Other income (expenses):
               
Interest income
          139  
Other income
    310       20  
Interest expense
    (10,284 )     (7,844 )
Gain on sale of marketable securities
    21,249        
 
           
Total other income (expenses)
    11,275       (7,685 )
 
           
 
               
Income before income taxes
    3,012       7,503  
Provision for income taxes
    (608 )     (161 )
 
           
Net income
  $ 2,404     $ 7,342  
 
           
 
               
Net income per share:
               
Basic
  $ 0.05     $ 0.16  
 
           
Diluted
  $ 0.05     $ 0.16  
 
           
 
               
Weighted average shares outstanding:
               
Basic
    45,974       45,408  
 
           
Diluted
    45,974       45,544  
 
           
The accompanying notes are an integral part of these statements.

5


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2011
(Unaudited)
                                                 
                                    Accumulated        
    Common     Common     Additional             Other        
    Stock     Stock –     Paid-in     Retained     Comprehensive        
    (Shares)     Par Value     Capital     Earnings     Income     Total  
    (In thousands)  
Balance at January 1, 2011
    47,706     $ 23,853     $ 454,499     $ 557,849     $ 32,330     $ 1,068,531  
Stock-based compensation
    (81 )     (40 )     3,202                   3,162  
Excess income taxes from stock-based compensation
                (487 )                 (487 )
Net income
                      2,404             2,404  
Net change in unrealized gains and losses on marketable securities, net of income taxes
                            5,798       5,798  
 
                                             
Total comprehensive income
                                            8,202  
 
                                   
Balance at March 31, 2011
    47,625     $ 23,813     $ 457,214     $ 560,253     $ 38,128     $ 1,079,408  
 
                                   
The accompanying notes are an integral part of these statements.

6


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                 
    Three Months Ended  
    March 31,  
    2011     2010  
    (In thousands)  
CASH FLOWS FROM OPERATING ACTIVITIES:
               
                 
Net income
  $ 2,404     $ 7,342  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Gain on sale of assets
    (21,140 )      
Deferred income taxes
    449       (55 )
Impairments
    9,454       159  
Depreciation, depletion and amortization
    60,325       59,409  
Debt issuance cost and discount amortization
    1,465       602  
Stock-based compensation
    3,162       4,233  
Excess income taxes from stock-based compensation
    487       (1,490 )
Increase in accounts receivable
    (5,299 )     (4,786 )
(Increase) decrease in other current assets
    (1,116 )     45,817  
Increase in accounts payable and accrued expenses
    736       13,505  
 
           
Net cash provided by operating activities
    50,927       124,736  
 
           
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
               
                 
Capital expenditures
    (158,140 )     (95,446 )
Proceeds from asset sales
    33,741        
 
           
Net cash used for investing activities
    (124,399 )     (95,446 )
 
           
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
               
                 
Borrowings
    370,000        
Principal payments on debt
    (287,000 )      
Debt issuance costs
    (6,577 )      
Proceeds from issuance of common stock
          945  
Excess income taxes benefit from stock-based compensation
    (487 )     1,490  
 
           
Net cash provided by financing activities
    75,936       2,435  
 
           
 
               
Net increase in cash and cash equivalents
    2,464       31,725  
Cash and cash equivalents, beginning of period
    1,732       90,472  
 
           
Cash and cash equivalents, end of period
  $ 4,196     $ 122,197  
 
           
The accompanying notes are an integral part of these statements.

7


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2011
(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 March 31, 2011 and the related results of operations and cash flows for the three months ended March 31, 2011 and 2010.
     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, 2010.
     The results of operations for the three months ended March 31, 2011 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. Intercompany balances and transactions have been eliminated in consolidation.
Marketable Securities
     As of March 31, 2011 the Company held 2,426,000 shares of Stone Energy Corporation common stock which was reflected in the consolidated balance sheets as marketable securities. As of March 31, 2011, the cost basis of the marketable securities was $22.3 million and the estimated fair value was $81.0 million, after recognizing an unrealized gain after income taxes of $38.1 million. The Company does not exert influence over the operating and financial policies of Stone Energy Corporation, and has classified its investment in these shares as an available-for-sale security in the consolidated balance sheets. Available-for-sale securities are 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 utilizes the specific identification method to determine the cost of any securities sold. During the three months ended March 31, 2011 the Company sold 1,371,000 shares of Stone Energy Corporation and received proceeds of $33.8 million. Comstock realized a gain before income taxes on this sale of $21.2 million which is included in other income in the consolidated statements of operations.

8


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Property and Equipment
     The Company follows the successful efforts method of accounting for its oil and natural gas properties. Costs incurred to acquire oil and gas leasehold are capitalized. 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. During the three months ended March 31, 2011, the Company’s assessment of its unevaluated acreage indicated that certain leases were expected to expire prior to the Company conducting drilling operations. Accordingly, an impairment charge for these unevaluated properties of $9.5 million was recognized in exploration expense during the three months ended March 31, 2011.
     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. The Company recognized impairment charges related to its oil and gas properties of $0.2 million during the three months ended March 31, 2010. There were no impairment charges related to oil and gas properties recognized during the three months ended March 31, 2011.
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 three months ended March 31, 2011 and 2010:
                 
    Three Months Ended  
    March 31,  
    2011     2010  
    (In thousands)  
Beginning future abandonment costs
  $ 6,674     $ 6,561  
Accretion expense
    92       94  
New wells placed on production and changes in estimates
    72       78  
Liabilities settled
    (18 )     (17 )
 
           
Future abandonment costs — end of period
  $ 6,820     $ 6,716  
 
           
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. 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 March 31, 2011 or December 31, 2010.

9


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Derivative Financial Instruments
     The Company did not have any derivative financial instruments outstanding during the three months ended March 31, 2011 or March 31, 2010.
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 March 31, 2011 and 2010, the Company recognized $3.2 million and $4.2 million, respectively, of stock-based compensation expense within general and administrative expenses related to awards of restricted stock or stock options to its employees and directors.
     As of March 31, 2011, Comstock had 1,650,950 shares of unvested restricted stock outstanding at a weighted average grant date fair value of $35.36 per share. Total unrecognized compensation cost related to unvested restricted stock grants of $31.3 million as of March 31, 2011 is expected to be recognized over a period of 2.5 years.
     As of March 31, 2011, Comstock had outstanding options to purchase 233,150 shares of common stock at a weighted average exercise price of $36.10 per share. All of the stock options were exercisable and there were no unrecognized costs related to the options as of March 31, 2011. The Company received $0.9 million in cash proceeds from the exercise of stock options during the three months ended March 31, 2010. No stock options were exercised during the three months ended March 31, 2011.
Income Taxes
     The following is an analysis of consolidated income tax expense:
                 
    Three Months Ended  
    March 31,  
    2011     2010  
    (In thousands)  
Current provision
  $ 159     $ 216  
Deferred provision (benefit)
    449       (55 )
 
           
Provision for income taxes
  $ 608     $ 161  
 
           

10


 

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:
                 
    Three Months Ended
    March 31,
    2011   2010
Tax at statutory rate
    35.0 %     35.0 %
Tax effect of:
               
Nondeductible stock-based compensation
    (15.7 %)     (26.7 %)
State income taxes, net of federal benefit
    0.7 %     (1.0 %)
Net operating loss carryback adjustments
    %     (4.9 %)
Other
    0.2 %     (0.3 %)
 
               
Effective tax rate
    20.2 %     2.1 %
 
               
     The Company’s non-deductible stock-based compensation has the effect of increasing the Company’s annualized effective tax rate in the case of an income tax provision or decreasing the effective tax rate in the case of an income tax benefit. The effective tax rate for the three months ended March 31, 2011 reflects the benefit from a decrease in non-deductible compensation which resulted from the early retirement of one of the Company’s executives. The 2010 effective tax rate was based on an expected income tax benefit for the full year and reflects a benefit from adjustments related to refund claims resulting from net operating loss carrybacks.
     The Company’s income tax returns in major state income tax jurisdictions remain subject to examination from various periods subsequent to December 31, 2005. 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
     As of March 31, 2011, the Company held certain items that are required to be measured at fair value. These included cash equivalents held in money market funds and marketable securities comprised of shares of Stone Energy Corporation common stock. 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. The estimated fair value for the items in the Company’s financial statement were based on Level 1 inputs where the 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.
     The following table summarizes financial assets and liabilities accounted for at fair value as of March 31, 2011:
         
    Carrying  
    Value  
    Measured at  
    Fair Value  
    (In thousands)  
Items measured at fair value on a recurring basis:
       
Cash equivalents — money market funds
  $ 4,196  
Marketable securities
    80,956  
 
     
Total assets
  $ 85,152  
 
     

11


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
     The following table presents the carrying amounts and estimated fair value of the Company’s other financial instruments as of March 31, 2011 and December 31, 2010:
                                 
    As of March 31, 2011   As of December 31, 2010
    Carrying   Fair   Carrying   Fair
    Value   Value   Value   Value
    (In thousands)
Long-term debt, including current portion
  $ 596,506     $ 612,000     $ 513,372     $ 518,930  
The fair market value of the Company’s fixed rate debt was based on their market prices as of March 31, 2011 and December 31, 2010. The fair value of the floating rate debt outstanding at December 31, 2010 approximated its carrying value.
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. Basic and diluted earnings per share for the three months ended March 31, 2011 and 2010, respectively, were determined as follows:
                                                 
    Three Months Ended March 31,  
    2011     2010  
                    Per                     Per  
    Income     Shares     Share     Income     Shares     Share  
    (In thousands, except per share amounts)  
Net Income
  $ 2,404                     $ 7,342                  
Income Allocable to Unvested Stock Grants
    (87 )                     (265 )                
 
                                           
Basic Net Income Attributable to Common Stock
  $ 2,317       45,974     $ 0.05     $ 7,077       45,408     $ 0.16  
 
                                           
Effect of Dilutive Securities:
                                               
Stock Options
                              136          
 
                                     
Diluted Net Income Attributable to Common Stock
  $ 2,317       45,974     $ 0.05     $ 7,077       45,544     $ 0.16  
 
                                   
     At March 31, 2011 and December 31, 2010, 1,650,950 and 2,069,275 shares of restricted stock 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 were as follows:
                 
    Three Months Ended
    March 31,
    2011   2010
    (In thousands)
Unvested restricted stock
    1,717       1,699  

12


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
     Options to purchase common stock that were outstanding and that were excluded as anti-dilutive from the determination of diluted earnings per share as follows:
                 
    Three Months Ended
    March 31,
    2011   2010
    (In thousands except per share data)
Weighted average anti-dilutive stock options
    236       40  
Weighted average exercise price per share
  $ 36.05     $ 54.36  
     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 March 31, 2011 and December 31, 2010 the Company’s cash investments consisted of prime shares held in institutional preferred money market funds.
     The following is a summary of cash payments made for interest and income taxes:
                 
    Three Months Ended March 31,
    2011   2010
    (In thousands)
Cash Payments:
               
Interest payments
  $ 7,174     $ 6,641  
Income tax payments (refunds)
  $     $ (48,816 )
     The Company capitalizes interest on its unevaluated oil and gas property costs during periods when it is conducting exploration activity on this acreage. For the three months ended March 31, 2011 and 2010, the Company capitalized interest of $3.1 million and $2.6 million, respectively, which reduced interest expense and increased the carrying value of its unevaluated oil and gas properties.
Comprehensive Income
     Comprehensive income consists of the following:
                 
    Three Months Ended March 31,  
    2011     2010  
    (In thousands)  
Net income
  $ 2,404     $ 7,342  
Other comprehensive income:
               
Realized gain on marketable securities, net of income tax expense of ($7,437) reclassified to earnings
    (13,812 )      
Unrealized gain (loss) on marketable securities, net of income tax (expense) benefit of ($10,559) and $558
    19,610       (1,036 )
 
           
Total comprehensive income
  $ 8,202     $ 6,306  
 
           

13


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
     Accumulated other comprehensive income for the three months ended March 31, 2011, which is related solely to changes in the fair value of our marketable securities, is comprised of the following:
         
    Three Months  
    Ended  
    March 31, 2011  
    (In thousands)  
Balance as of January 1, 2011
  $ 32,330  
Realized gain on sale of marketable securities, net of income taxes, reclassified to earnings
    (13,812 )
Changes in the value of marketable securities, net of income taxes
    19,610  
 
     
Balance as of March 31, 2011
  $ 38,128  
 
     
Subsequent Events
Subsequent events were evaluated through the issuance date of these consolidated financial statements.
(2) LONG-TERM DEBT —
     At March 31, 2011, long-term debt was comprised of:
         
    (In thousands)  
83/8% Senior Notes due 2017
  $ 296,506  
73/4% Senior Notes due 2019
    300,000  
 
     
 
  $ 596,506  
 
     
     The Company 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 of the Company’s future net cash flows of oil and natural 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 March 31, 2011, the borrowing base was $468.8 million, all of which was available. Effective April 28, 2011 the borrowing base was increased to $500.0 million. 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, restrict the payment of cash dividends in excess of $50.0 million, 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 ratio of current assets, including availability under the bank credit facility, to current liabilities of at least one-to-one and maintenance of a minimum tangible net worth. The Company was in compliance with these covenants as of March 31, 2011.
      On March 14, 2011, Comstock issued $300.0 million of senior notes (the “2019 Notes”) pursuant to an underwritten public offering. The 2019 Notes are due on April 1, 2019 and bear interest at 73/4%, which is payable semiannually on each April 1 and October 1. The 2019 Notes are unsecured obligations of Comstock and are guaranteed by all of the Company’s material subsidiaries. Comstock also has $300.0 million of 8⅜% 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. The 2017 Notes are also unsecured obligations of Comstock and are guaranteed by all of Comstock’s material subsidiaries. The subsidiary guarantors are 100% owned and all of the guarantees are full and conditional and joint and several. As of March 31, 2011, 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.

14


 

COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
     On January 1, 2011, Comstock had $172.0 million in principal amount of 6⅞% senior notes outstanding due on March 1, 2012 (the “2012 Notes”). During the three months ended March 31, 2011, Comstock redeemed all of the 2012 Notes 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. 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.
(3) 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 March 31, 2011, the Company had commitments for contracted drilling services of $42.2 million. The Company has also entered into agreements for well completion services through December 31, 2011 which require minimum future payments totaling $55.4 million.
     The Company has entered into natural gas transportation agreements to support its production operations in North Louisiana through July 2019. Maximum commitments under these transportation agreements as of March 31, 2011 totaled $42.1 million.

15


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors of
Comstock Resources, Inc.
We have reviewed the consolidated balance sheet of Comstock Resources, Inc. and subsidiaries (the Company) as of March 31, 2011, and the related consolidated statements of operations, stockholders’ equity and comprehensive income and cash flows for the three-month periods ended March 31, 2011 and 2010. These financial statements are the responsibility of the Company’s management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the consolidated interim financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Comstock Resources, Inc. and subsidiaries as of December 31, 2010, and the related consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows for the year then ended [not presented herein] and in our report dated February 22, 2011, we expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph relating to a change in oil and gas reserves and related disclosures as a result of adopting new oil and gas reserve estimation and disclosure requirements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2010, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
/s/ Ernst & Young LLP
Dallas, Texas
May 4, 2011

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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, 2010.
Results of Operations
                 
    Three Months Ended March 31,  
    2011     2010  
    (In thousands, except per unit amounts)  
Net Production Data:
               
Natural gas (Mmcf)
    19,109       17,794  
Oil (Mbbls)
    138       176  
Natural gas equivalent (Mmcfe)
    19,935       18,847  
 
               
Revenues:
               
Natural gas sales
  $ 75,648     $ 94,316  
Oil sales
    12,390       11,773  
 
           
Total oil and gas sales
  $ 88,038     $ 106,089  
 
           
 
               
Expenses:
               
Production taxes
  $ 726     $ 1,675  
Gathering and transportation
    5,628       4,528  
Lease operating(1)
    11,548       14,160  
Exploration expense
    9,537       1,169  
Depreciation, depletion and amortization
    60,325       59,409  
 
               
Average Sales Price:
               
Natural gas (per Mcf)
  $ 3.96     $ 5.30  
Oil (per Bbl)
  $ 89.94     $ 67.08  
Average equivalent (Mcfe)
  $ 4.42     $ 5.63  
 
               
Expenses ($  per Mcfe):
               
Production taxes
  $ 0.04     $ 0.09  
Gathering and transportation
  $ 0.28     $ 0.24  
Lease operating(1)
  $ 0.58     $ 0.75  
Depreciation, depletion and amortization(2)
  $ 3.01     $ 3.15  
 
(1)   Includes ad valorem taxes.
 
(2)   Represents depreciation, depletion and amortization of oil and gas properties only.
Revenues —
     In the first quarter of 2011, our oil and natural gas sales decreased $18.1 million (17%) to $88.0 million from $106.1 million for the first quarter of 2010. The decrease was primarily related to weaker natural gas prices, which was offset in part by higher production in the quarter. Our average realized natural gas price decreased by 25% while our average realized oil price increased by 34% in the first quarter of 2011 as compared to the first quarter of 2010. Our production of 19.9 Bcfe in the first quarter of 2011 was 6% higher than the 18.8 Bcfe that we produced in the first quarter of 2010. Production in the first quarter of 2011, which averaged 222 MMcfe per day, was 18% higher than our average daily production in the fourth quarter of 2010 of 188 MMcfe per day.

17


 

     The higher production level is attributable to the resumption of completion activities in the Haynesville and Bossier shale program which were limited in the second half of 2010 due to shortages in third party completion services available to us. Production from our Haynesville and Bossier shale properties in East Texas and North Louisiana averaged 133 MMcf per day in the first quarter of 2011, 43% higher than production of 93 MMcf per day in the first quarter of 2010 and 42% higher than production of 94 MMcf per day in the fourth quarter of 2010. Haynesville and Bossier shale wells that were drilled and waiting on completion decreased from 35 (23.4 net to us) at December 31, 2010 to 29 (19.2 net to us) at March 31, 2011.
Costs and Expenses —
     Production taxes decreased $1.0 million to $0.7 million for the first quarter of 2011 from $1.7 million in the first quarter of 2010. Our Haynesville and Bossier shale wells, which comprise a larger percentage of our production, qualify for exemption from certain production taxes. The exempt wells together with the lower natural gas prices account for the decrease.
     Gathering and transportation costs for the first quarter of 2011 increased $1.1 million to $5.6 million as compared to $4.5 million in the first quarter of 2010. The increases mainly reflect the transportation costs relating to increased production from our Haynesville and Bossier shale wells.
     Our lease operating expenses decreased by $2.7 million to $11.5 million for the first quarter of 2011 as compared to $14.2 million for the first quarter of 2010. The decrease is primarily due to the sale of our higher operating cost properties in Mississippi in the fourth quarter of 2010. As a result of the growth in our production and the lower lease operating expenses, our lease operating expense per Mcfe produced decreased by 23% to $0.58 per Mcfe for the three months ended March 31, 2011 as compared to $0.75 per Mcfe for the three months ended March 31, 2010.
     Exploration costs of $9.5 million in the first quarter of 2011 primarily relate 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. Exploration costs of $1.2 million in the first quarter of 2010 related to seismic costs incurred related to our exploratory activity.
     Depreciation, depletion and amortization (“DD&A”) increased $0.9 million (2%) to $60.3 million in the first quarter of 2011 from $59.4 million in the first quarter of 2010. The increase was primarily the result of our higher production in 2011. Our DD&A per equivalent Mcf produced decreased $0.14 (4%) to $3.01 for the three months ended March 31, 2011 from $3.15 for the three months ended March 31, 2010. The lower DD&A rates per Mcfe reflect the growth in our oil and natural gas reserves primarily from our Haynesville and Bossier shale drilling program.
     We recorded $0.2 million of impairments to our oil and gas properties for the three months ended March 31, 2010. We did not have any impairments in the first quarter of 2011.
     General and administrative expense, which is reported net of overhead reimbursements, of $8.4 million for the first quarter of 2011 decreased $1.4 million (14%) from general and administrative expenses of $9.8 million for the first quarter of 2010. Included in general and administrative expense is stock-based compensation of $3.2 million and $4.2 million for the three months ended March 31, 2011 and 2010, respectively. The decrease in stock-based compensation and general and administrative expenses is primarily due to the benefit of forfeited stock awards related to the early retirement of one of our executive officers in the first quarter of 2011.
     Interest expense increased $2.5 million to $10.3 million for the first quarter of 2011 from interest expense of $7.8 million in the first quarter of 2010. The increase was primarily related to the increase in debt outstanding in the first quarter of 2011 and the issuance of new senior notes and the early retirement of our senior notes due in 2012. We had average borrowings of $93.2 million outstanding under our bank credit facility during the first quarter of 2011 as compared to no borrowings outstanding during the first quarter of 2010. Interest expense for the three months ended March 31, 2011 includes $1.1 million for the early retirement of our 6⅞% senior notes which were due in March 2012. We capitalized interest of $3.1 million and $2.6 million on our unevaluated properties during the three months ended March 31, 2011 and 2010, respectively.

18


 

     During the first quarter of 2011 we recognized a gain of $21.2 million from the sale of approximately 1.4 million shares of common stock in Stone Energy Corporation held as marketable securities.
     Income tax expense for the first quarter of 2011 of $0.6 million increased by $0.4 million from the provision for income taxes of $0.2 million for the three months ended March 31, 2010. Our effective tax rate for the first three months of 2011 was 20.2% as compared to our effective tax rate of 2.1% from the first three months of 2010.
     We reported net income of $2.4 million for the three months ended March 31, 2011 or $0.05 per diluted share, as compared to $7.3 million, or $0.16 per diluted share, for the three months ended March 31, 2010. The decline in earnings in the first quarter of 2011 was primarily due to the lower natural gas prices in 2011.
Liquidity and Capital Resources
     Funding for our activities has historically been provided by our operating cash flow, debt or equity financings or asset dispositions. For the three months ended March 31, 2011, our primary source of funds were net cash flow from operations of $50.9 million, $293.4 million of net proceeds from our senior notes offering, borrowings of $70.0 million under our bank credit facility and proceeds from sales of marketable securities of $33.8 million. Our net cash flow from operating activities decreased $73.8 million (59%) in the first three months of 2011 to $50.9 million from $124.7 million for the three months ended March 31, 2010. This decrease was partially due to lower natural gas prices. Additionally, cash flows from operating activities for the three months ended March 31, 2010 included a receipt of an income tax refund of $48.8 million.
     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 three months of 2011, we incurred capital expenditures of $158.2 million primarily for our development and exploration activities. We funded our 2011 capital program with cash flow provided by operating activities, proceeds from sales of marketable securities and borrowings, including the issuance of senior notes in February 2011.
     The following table summarizes our capital expenditure activity, on an accrual basis, for the three months ended March 31, 2011 and 2010:
                 
    Three Months Ended March 31,  
    2011     2010  
    (In thousands)  
Leasehold costs
  $ 12,655     $ 9,911  
Development drilling
    107,224       64,836  
Exploratory drilling
    37,272       17,031  
Other development
    1,041       1,909  
 
           
 
    158,192       93,687  
Other
    11       359  
 
           
 
  $ 158,203     $ 94,046  
 
           
     We expect to spend approximately $570.0 million for developmental and exploratory drilling during 2011 and an additional $40.0 million to acquire additional exploratory acreage. We expect to fund our development and exploration activities with operating cash flow, proceeds from asset sales and borrowings including the issuance of senior notes in February 2011.
     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 March 31, 2011, we have contracted for the services of drilling rigs through September 2012 at an aggregate cost of $42.2 million and

19


 

minimum future commitments for well completion services of $55.4 million through December 31, 2011. In addition, we have maximum commitments of $42.1 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 2016. We record a separate liability for the fair value of these asset retirement obligations which totaled $6.8 million as of March 31, 2011.
     We have a $850.0 million 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. Indebtedness under the bank credit facility is secured by all of our and our 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. 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 March 31, 2011, the borrowing base was $468.8 million, all of which was available. Effective April 28, 2011, the borrowing base was increased to $500.0 million. 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% 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 on the unused borrowing base. The bank credit facility contains covenants that, among other things, restrict the payment of cash dividends in excess of $50.0 million, 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 ratio of current assets, including the availability under the bank credit facility, to current liabilities of at least one-to-one and maintenance of a minimum tangible net worth. We were in compliance with these covenants as of March 31, 2011.
     On March 14, 2011, we issued $300.0 million of senior notes (the “2019 Notes”) pursuant to underwritten public offering. The 2019 Notes are due on April 1, 2019 and bear interest at 73/4%, which is payable semiannually on each April 1 and October 1. We also have $300.0 million of 8⅜% senior notes outstanding which are due on October 15, 2017 (the “2017 Notes”). Interest on the 2017 Notes is payable semiannually on each April 15 and October 15. Our senior notes are unsecured obligations and are guaranteed by all of our material subsidiaries.
     On January 1, 2011, we had $172.0 million in principal amount of 6⅞% senior notes outstanding due on March 1, 2012 (the “2012 Notes”). During the first quarter of 2011, we redeemed all of the 2012 Notes for $172.4 million plus accrued interest. The early extinguishment of the 2012 Notes resulted in a loss of $1.1 million which 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, 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.
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

20


 

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 three months ended March 31, 2011, a $1.00 change in the price per Mcf of natural gas would have changed our cash flow by approximately $19.0 million and 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 $0.1 million.
Interest Rates
     At March 31, 2011, we had total long-term debt of $596.5 million. Of this amount, $296.5 million bears interest at a fixed rate of 8⅜% with an effective interest rate of 8⅝% and $300.0 million bears interest at a fixed rate of 73/4%. We had no borrowings outstanding under our bank credit facility.
ITEM 4:   CONTROLS AND PROCEDURES
     As of March 31, 2011, 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). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2011 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 March 31, 2011, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

21


 

PART II — OTHER INFORMATION
ITEM 6:   EXHIBITS
     
Exhibit No.   Description
 
   
15.1*
  Awareness Letter of Ernst & Young LLP.
 
   
31.1*
  Section 302 Certification of the Chief Executive Officer.
 
   
31.2*
  Section 302 Certification of the Chief Financial Officer.
 
   
32.1†
  Certification for the Chief Executive Officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
32.2†
  Certification for the Chief Financial Officer as required by Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
101**
  The following materials from the Comstock Resources, Inc. Form 10-Q for the quarter ended March 31, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statement of Stockholders’ Equity and Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) Condensed Notes to Consolidated Financial Statements.
 
*   Filed herewith.
 
  Furnished herewith.
 
**   Submitted electronically herewith.
In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

22


 

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.
         
  COMSTOCK RESOURCES, INC.
 
 
Date: May 4, 2011  /s/ M. JAY ALLISON    
  M. Jay Allison, Chairman, President and Chief   
  Executive Officer (Principal Executive Officer)   
 
     
Date: May 4, 2011  /s/ ROLAND O. BURNS    
  Roland O. Burns, Senior Vice President,   
  Chief Financial Officer, Secretary, and Treasurer
(Principal Financial and Accounting Officer) 
 
 

23

exv15w1
Exhibit 15.1
May 4, 2011
The Board of Directors of
Comstock Resources, Inc.
We are aware of the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-36854, 33-88962 and 333-159332 and Form S-3 No. 333-162328) of Comstock Resources, Inc. and of the related Prospectuses of our report dated May 4, 2011 relating to the unaudited consolidated interim financial statements of Comstock Resources, Inc. that are included in its Form 10-Q for the quarter ended March 31, 2011.
/s/ Ernst & Young LLP
Dallas, Texas

 

exv31w1
Exhibit 31.1
Section 302 Certification
I, M. Jay Allison, certify that:
  1.   I have reviewed this March 31, 2011 Form 10-Q of Comstock Resources, Inc.;
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
  4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 4, 2011
         
     
  /s/ M. JAY ALLISON    
  President and Chief Executive Officer   
     

 

exv31w2
         
Exhibit 31.2
Section 302 Certification
I, Roland O. Burns, certify that:
  1.   I have reviewed this March 31, 2011 Form 10-Q of Comstock Resources, Inc.;
 
  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
  4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
 
  (c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  (d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
  5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 4, 2011
         
     
  /s/ ROLAND O. BURNS    
  Sr. Vice President and Chief Financial Officer   
     

 

exv32w1
         
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
     In connection with the Quarterly Report of Comstock Resources, Inc. (the “Company”) on Form 10-Q for the three months ending March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, M. Jay Allison, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
  (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
     
/s/ M. JAY ALLISON
 
M. Jay Allison
   
Chief Executive Officer
   
May 4, 2011
   

 

exv32w2
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
     In connection with the Quarterly Report of Comstock Resources, Inc. (the “Company”) on Form 10-Q for the three months ending March 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roland O. Burns, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
  (1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
     
/s/ ROLAND O. BURNS
 
   
Roland O. Burns
   
Chief Financial Officer
   
May 4, 2011