crk-20220215
0000023194FALSE00000231942022-02-152022-02-15

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): February 15, 2022
COMSTOCK RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada001-0326294-1667468
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.50 (per share)CRKNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02     Results of Operations and Financial Condition
On February 15, 2022, Comstock Resources, Inc. ("Comstock" or the "Company") announced financial results for the quarter and year ended December 31, 2021. A copy of the press release announcing Comstock's earnings and operating results for these periods and other matters is attached hereto as Exhibit 99.1.
The earnings press release contains financial measures that are not in accordance with generally accepted accounting principles in the United States ("GAAP"). Comstock has provided reconciliations within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. The non-GAAP financial measures should be considered in addition to, but not as a substitute for, measures of financial performance prepared in accordance with GAAP that are presented in the earnings release.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liability of that section, and shall not be incorporated by reference in any filing 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.
Item 9.01     Financial Statements and Exhibits
Exhibit No.
Description




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, hereunto duly authorized.
COMSTOCK RESOURCES, INC.
Dated: February 15, 2022By:/s/ ROLAND O. BURNS
Roland O. Burns
President and Chief Financial Officer

Document

Exhibit 99.1
https://cdn.kscope.io/9a898580f514b8db9595179a610d3025-box.jpg
5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
Telephone: (972) 668-8834
Contact: Ron Mills
VP of Finance and Investor Relations
Web Site: www.comstockresources.com
NEWS RELEASE
For Immediate Release
COMSTOCK RESOURCES, INC. REPORTS
FOURTH QUARTER 2021 FINANCIAL AND OPERATING RESULTS
FRISCO, TEXAS, February 15, 2022 – Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) today reported financial and operating results for the quarter and year ended December 31, 2021.
Highlights of 2021's Fourth Quarter
Generated free cash flow from operations of $105 million in the quarter and $262 million for the year.
Generated free cash flow including acquisition and divestiture activity of $204 million in the quarter and $343 million for the year.
Paid down $190 million of debt in the quarter.
Adjusted EBITDAX increased 41% to $297 million.
Operating cash flow (excluding working capital changes) increased 62% to $250 million or $0.90 per diluted share.
Fourth quarter capital spending was $140 million for drilling and completion activities and $39 million for acquisition activities.
Production increased 12% to 1,348 MMcfe per day (99% natural gas).
Revenues, after realized hedging losses, were $380 million, 37% higher than 2020's fourth quarter.
Adjusted net income to common stockholders was $99 million for the quarter or $0.37 per diluted share.
Financial Results for the Three Months Ended December 31, 2021
Revenues in the fourth quarter of 2021 totaled $379.9 million (inclusive of realized hedging losses of $275.5 million). Net cash provided by operating activities (excluding changes in working capital) generated in the fourth quarter was $249.8 million, and net income available to common stockholders for the fourth quarter of 2021 was $356.0 million ($1.30 per diluted share). Net income in the quarter included a pre-tax $469.8 million unrealized gain on hedging contracts held for risk management and a $162.2



million loss on the sale of the Company's Bakken assets. Excluding these items and certain other unusual items, adjusted net income available to common stockholders for the fourth quarter of 2021 was $98.8 million, or $0.37 per diluted share.
Comstock's production cost per Mcfe in the fourth quarter was $0.67 per Mcfe, which was comprised of $0.28 for gathering and transportation costs, $0.21 for lease operating costs, $0.10 for production and other taxes and $0.08 for cash general and administrative expenses. Production cost was $0.65 per Mcfe in the third quarter of 2021 and $0.60 in the fourth quarter of 2020. Comstock's unhedged operating margin was 87% in the fourth quarter of 2021 and 78% after hedging.
Financial Results for the Year Ended December 31, 2021
Revenues for the year ended December 31, 2021 totaled $1.4 billion (inclusive of realized hedging losses of $419.9 million). Net cash provided by operating activities (excluding changes in working capital) was $908.2 million, and the Company reported a net loss available to common stockholders for the year ended December 31, 2021 of $259.2 million ($1.12 per share). The net loss during the year included a pre-tax $140.9 million unrealized loss on the change in fair market value of the Company's hedging contracts, a $352.6 million loss on the early retirement of the Company's 9.75% and 7.50% senior notes and a $162.2 million loss on the sale of the Company's Bakken assets. Excluding these items and certain other unusual items, adjusted net income available to common stockholders for 2021 was $303.0 million, or $1.16 per diluted share.
Fourth Quarter Drilling Results
Comstock drilled nine (7.0 net) operated horizontal Haynesville/Bossier shale wells in the fourth quarter of 2021 which had an average lateral length of 11,163 feet. The Company also participated in an additional nine (0.5 net) non-operated Haynesville shale wells in the fourth quarter of 2021. Comstock turned 27 (8.6 net) wells to sales in the fourth quarter of 2021 and currently expects to turn an additional 13 (8.1 net) wells to sales in the first quarter of 2022.
Since its last operational update in November 2021, Comstock has turned 16 (12.2 net) new operated Haynesville/Bossier shale wells to sales. These wells had initial daily production rates that averaged 23 MMcf per day. The completed lateral length of these wells averaged 10,508 feet.
Included in the wells completed in the fourth quarter were the Company's first 15,000 foot lateral Haynesville shale wells. The Talley 32-29-20 #1 and Talley 32-29-20 #2 were drilled to a total measured depth of 26,848 feet and 27,357 feet, respectively, with completed lateral lengths of 14,685 feet and 15,155 feet, respectively. These wells had initial production rates of 41 and 48 MMcf per day.
2022 Drilling Budget
The Company currently plans to spend approximately $750 million to $800 million in 2022 on drilling and completion activities primarily focused on the continued development of its Haynesville/Bossier shale properties, which includes $60 million to $65 million on infrastructure, workovers and other development costs. Under its current operating plan, Comstock expects to drill 67 (52.1 net) and complete 69 (56.0 net) operated horizontal wells utilizing five to seven rigs during 2022. Comstock also expects to spend an additional $8 million to $12 million on leasing activities in 2022.
The program will be funded entirely through operating cash flow and the Company is expected to generate substantial free cash flow in 2022 which it will use to retire debt and initiate a return of capital program once the Company reaches its leverage target.



Other Matters
Comstock has planned a conference call for 10:00 a.m. Central Time on February 16, 2022, to discuss the fourth quarter of 2021 operational and financial results. Investors wishing to participate should visit the Company's website at www.comstockresources.com for a live webcast or dial 844-776-7840 (international dial-in use 661-378-9538) and provide access code 7758087 when prompted. If you are unable to participate in the original conference call, a web replay will be available approximately 24 hours following the completion of the call on Comstock's website at www.comstockresources.com. The web replay will be available for approximately one week. A replay of the conference call will be available beginning at 1:00 p.m. CT on February 16, 2022 and will continue until 1:00 p.m. CT on February 23, 2022. To hear the replay, call 855-859-2056 (404-537-3406 if calling from outside the US). The conference call access code is 7758087.
This press release may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct. Information concerning the assumptions, uncertainties and risks that may affect the actual results can be found in the Company’s filings with the Securities and Exchange Commission (“SEC”) available on the Company’s website or the SEC’s website at sec.gov.
Comstock Resources, Inc. is a leading independent natural gas producer with operations focused on the development of the Haynesville shale in North Louisiana and East Texas. The Company's stock is traded on the New York Stock Exchange under the symbol CRK.






COMSTOCK RESOURCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

Three Months Ended December 31,Year Ended
December 31,
2021202020212020
Revenues:
Natural gas sales$641,985 $261,424 $1,775,768 $809,399 
Oil sales13,391 13,347 74,962 48,796 
Total oil and gas sales655,376 274,771 1,850,730 858,195 
Operating expenses:
Production and ad valorem taxes12,673 9,199 49,141 36,967 
Gathering and transportation34,344 29,159 130,940 106,582 
Lease operating26,317 23,342 103,467 102,452 
Depreciation, depletion and amortization110,075 104,284 469,388 417,112 
General and administrative10,991 6,049 34,943 32,040 
Exploration— — — 27 
Loss (gain) on sale of assets162,170 (1)162,077 (17)
Total operating expenses356,570 172,032 949,956 695,163 
Operating income298,806 102,739 900,774 163,032 
Other income (expenses):
Gain (loss) from derivative financial instruments195,378 81,929 (560,648)9,951 
Other income (expense)(372)287 636 1,080 
Interest expense(47,840)(66,065)(218,485)(234,829)
Loss on early retirement of debt— — (352,599)(861)
Total other income (expenses)147,166 16,151 (1,131,096)(224,659)
Income (loss) before income taxes445,972 118,890 (230,322)(61,627)
Benefit from (provision for) income taxes(85,571)(36,967)(11,403)9,210 
Net income (loss)360,401 81,923 (241,725)(52,417)
Preferred stock dividends and accretion(4,411)(4,400)(17,500)(30,996)
Net income (loss) available to common stockholders$355,990 $77,523 $(259,225)$(83,413)
Net income (loss) per share:
Basic$1.53 $0.34 $(1.12)$(0.39)
Diluted$1.30 $0.30 $(1.12)$(0.39)
Weighted average shares outstanding:
Basic231,972 231,377 231,633 215,194 
Diluted276,713 275,127 231,633 215,194 








COMSTOCK RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)

As of December 31,
20212020
ASSETS
Cash and cash equivalents$30,663 $30,272 
Accounts receivable267,738 145,786 
Derivative financial instruments5,258 8,913 
Other current assets15,077 14,839 
Total current assets318,736 199,810 
Property and equipment, net4,007,146 4,084,550 
Goodwill335,897 335,897 
Derivative financial instruments— 661 
Operating lease right-of-use assets6,450 3,025 
Other assets— 40 
$4,668,229 $4,623,983 
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable$314,569 $259,284 
Accrued costs135,026 133,019 
Operating leases2,444 2,284 
Derivative financial instruments181,945 47,005 
Total current liabilities633,984 441,592 
Long-term debt2,615,235 2,517,149 
Deferred income taxes197,417 200,583 
Derivative financial instruments4,042 2,364 
Long-term operating leases4,075 740 
Asset retirement obligation25,673 19,290 
Other non-current liabilities24 492 
Total liabilities3,480,450 3,182,210 
Mezzanine Equity:
Preferred stock175,000 175,000 
Stockholders' Equity:
Common stock116,462 116,206 
Additional paid-in capital1,100,359 1,095,384 
Accumulated earnings (deficit)(204,042)55,183 
Total stockholders' equity1,012,779 1,266,773 
$4,668,229 $4,623,983 



COMSTOCK RESOURCES, INC.
OPERATING RESULTS
(In thousands, except per unit amounts)

Three Months Ended December 31,Year Ended
December 31,
2021202020212020
Gas production (MMcf)123,002 109,013 489,274 450,836 
Oil production (Mbbls)176 340 1,210 1,508 
Total production (MMcfe)124,060 111,052 496,534 459,883 
Natural gas sales$641,985 $261,424 $1,775,768 $809,399 
Natural gas hedging settlements (1)
(272,891)240 (411,798)122,036 
Total natural gas including hedging369,094 261,664 1,363,970 931,435 
Oil sales13,391 13,347 74,962 48,796 
Oil hedging settlements (1)
(2,588)1,767 (8,077)12,849 
Total oil including hedging10,803 15,114 66,885 61,645 
Total oil and gas sales including hedging$379,897 $276,778 $1,430,855 $993,080 
Average gas price (per Mcf)$5.22 $2.40 $3.63 $1.80 
Average gas price including hedging (per Mcf)$3.00 $2.40 $2.79 $2.07 
Average oil price (per barrel)$76.09 $39.27 $61.95 $32.36 
Average oil price including hedging (per barrel)$61.38 $44.47 $55.28 $40.88 
Average price (per Mcfe)$5.28 $2.47 $3.73 $1.87 
Average price including hedging (per Mcfe)$3.06 $2.49 $2.88 $2.16 
Production and ad valorem taxes$12,673 $9,199 $49,141 $36,967 
Gathering and transportation34,344 29,159 130,940 106,582 
Lease operating26,317 23,342 103,467 102,452 
Cash general and administrative (2)
9,484 4,319 28,145 25,576 
Total production costs$82,818 $66,019 $311,693 $271,577 
Production and ad valorem taxes (per Mcfe)$0.10 $0.09 $0.10 $0.08 
Gathering and transportation (per Mcfe)0.28 0.26 0.26 0.23 
Lease operating (per Mcfe)0.21 0.21 0.21 0.22 
Cash general and administrative (per Mcfe)0.08 0.04 0.06 0.06 
Total production costs (per Mcfe)$0.67 $0.60 $0.63 $0.59 
Unhedged operating margin87 %76 %83 %68 %
Hedged operating margin78 %76 %78 %73 %
Oil and Gas Capital Expenditures:
Proved property acquisitions$21,781 $— $21,781 $— 
Unproved property acquisitions17,222 6,492 35,871 7,949 
Total oil and gas properties acquisitions$39,003 $6,492 $57,652 $7,949 
Exploration and Development:
Development leasehold$6,159 $5,659 $12,953 $13,022 
Exploratory drilling and completion6,966 — 6,966 — 
Development drilling and completion114,617 155,691 569,141 436,074 
Other development costs12,373 8,480 39,168 34,572 
Total exploration and development capital expenditures$140,115 $169,830 $628,228 $483,668 
(1)Included in gain (loss) from derivative financial instruments in operating results.
(2)Excludes stock-based compensation.





COMSTOCK RESOURCES, INC.
NON-GAAP FINANCIAL MEASURES
(In thousands, except per share amounts)

Three Months Ended December 31,Year Ended
December 31,
2021202020212020
ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS:
Net income (loss) available to common stockholders$355,990 $77,523 $(259,225)$(83,413)
Unrealized (gain) loss from derivative financial instruments(469,830)(80,158)140,934 124,545 
Non-cash interest amortization from adjusting debt assumed in
acquisition to fair value
2,659 5,811 12,621 22,112 
(Gain) loss on sale of assets162,170 (1)162,077 (17)
Loss on early retirement of debt— — 352,599 861 
Non-cash accretion from adjusting preferred stock issued in
acquisition to fair value
— — — 5,417 
Impairment of unevaluated oil and gas properties— — — 27 
Adjustment to (provision for) benefit from income taxes47,777 31,408 (106,000)(19,930)
Adjusted net income available to common stockholders (1)
$98,766 $34,583 $303,006 $49,602 
Adjusted net income available to common stockholders per share (2)
$0.37 $0.14 $1.16 $0.23 
Diluted shares outstanding276,713 275,127 275,663 278,554 

ADJUSTED EBITDAX:
Net income (loss)$360,401 $81,923 $(241,725)$(52,417)
Interest expense (3)
46,811 66,301 218,322 235,218 
Income taxes85,571 36,967 11,403 (9,210)
Depreciation, depletion, and amortization110,075 104,284 469,388 417,112 
Exploration— — — 27 
Unrealized (gain) loss from derivative financial instruments(469,830)(80,158)140,934 124,545 
Stock-based compensation1,508 1,730 6,799 6,464 
Loss on early extinguishment of debt— — 352,599 861 
(Gain) loss on sale of assets162,170 (1)162,077 (17)
Total Adjusted EBITDAX (4)
$296,706 $211,046 $1,119,797 $722,583 
(1)Adjusted net income available to common stockholders is presented because of its acceptance by investors and by Comstock management as an indicator of the Company's profitability excluding loss on early retirement of debt, non-cash unrealized gains and losses on derivative financial instruments, gains and losses on sales of assets and other unusual items.
(2)Adjusted net income available to common stockholders per share is calculated to include the dilutive effects of unvested restricted stock pursuant to the two-class method and performance stock units and preferred stock pursuant to the treasury stock method.
(3)Includes realized gains or losses from interest rate derivative financial instruments.
(4)Adjusted EBITDAX is presented in the earnings release because management believes that adjusted EBITDAX, which represents Comstock's results from operations before interest, income taxes, and certain non-cash items, including loss on early retirement of debt, depreciation, depletion and amortization and exploration expense, is a common alternative measure of operating performance used by certain investors and financial analysts.






COMSTOCK RESOURCES, INC.
NON-GAAP FINANCIAL MEASURES
(In thousands)

Three Months Ended December 31,Year Ended
December 31,
2021202020212020
OPERATING CASH FLOW (1):
Net income (loss)$360,401 $81,923 $(241,725)$(52,417)
Reconciling items:
Unrealized (gain) loss from derivative financial instruments(469,830)(80,158)140,934 124,545 
Deferred income taxes (benefit)81,377 37,034 (3,565)(9,409)
Depreciation, depletion and amortization110,075 104,284 469,388 417,112 
Loss on early retirement of debt— — 352,599 861 
Amortization of debt discount and issuance costs4,116 9,807 21,703 34,038 
Stock-based compensation1,508 1,730 6,799 6,464 
Exploration— — — 27 
(Gain) loss on sale of assets162,170 (1)162,077 (17)
Operating cash flow$249,817 $154,619 $908,210 $521,204 
(Increase) decrease in accounts receivable(24,573)(44,827)(121,952)34,555 
(Increase) decrease in other current assets(2,883)(1,272)(2,033)7,019 
Increase in accounts payable and accrued expenses18,091 77,226 74,780 12,923 
Net cash provided by operating activities$240,452 $185,746 $859,005 $575,701 

Three Months Ended December 31,Year Ended
December 31,
2021202020212020
FREE CASH FLOW (2):
Operating cash flow$249,817 $154,619 $908,210 $521,204 
Less:
Exploration and development capital expenditures(140,115)(169,830)(628,228)(483,668)
Preferred dividends(4,411)(4,400)(17,500)(25,580)
Free cash flow from operations$105,291 $(19,611)$262,482 $11,956 
Acquisition of oil and gas properties(39,003)(6,492)(57,652)(7,949)
Proceeds from divestiture of oil and gas properties138,099 — 138,099 — 
Free cash flow after acquisition and divestiture activity$204,387 $(26,103)$342,929 $4,007 
(1)Operating cash flow is presented in the earnings release because management believes it to be useful to investors as a common alternative measure of cash flows which excludes changes to other working capital accounts.
(2)Free cash flow from operations and free cash flow after acquisition and divestiture activity are presented in the earnings release because management believes them to be useful indicators of the Company's ability to internally fund acquisitions and debt maturities after exploration and development capital expenditures, preferred dividend payments, proved and unproved property acquisitions and proceeds from divestiture of oil and gas properties.