crk-20221101
0000023194FALSE00000231942022-11-012022-11-01

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): November 1, 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 November 1, 2022, Comstock Resources, Inc. ("Comstock" or the "Company") announced financial results for the quarter and nine months ended September 30, 2022. 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: November 1, 2022By:/s/ ROLAND O. BURNS
Roland O. Burns
President and Chief Financial Officer

Document

Exhibit 99.1
https://cdn.kscope.io/fa3ae63eb321322292211399d80ac9a6-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 THIRD QUARTER 2022 FINANCIAL AND OPERATING RESULTS AND
ANNOUNCES REINSTATEMENT OF QUARTERLY DIVIDEND
FRISCO, TEXAS, November 1, 2022 – Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) today reported financial and operating results for the quarter ended September 30, 2022.
Highlights of 2022's Third Quarter
Generated highest quarterly operating cash flow in the Company's history of $533 million or $1.92 per diluted share.
Free cash flow from operations was $286 million in the quarter.
Retired $250 million of debt in the third quarter and reduced leverage to under 1x.
Adjusted net income to common stockholders for the quarter was $326 million or $1.18 per diluted share.
Adjusted EBITDAX increased 93% in the quarter to a record high $598 million.
Oil and gas sales, including realized hedging losses, were $692 million, 76% higher than 2021's third quarter.
Strong results from Haynesville shale drilling program with 17 (15.2 net) operated wells turned to sales since our last update with an average initial production of 29 MMcf per day.
Board of directors approved reinstatement of a quarterly common stock dividend to commence in the fourth quarter.
Commenting on the quarter, Jay Allison, the Company's Chief Executive Officer said, "Comstock delivered record cash flow and free cash flow from operations in the third quarter. The record-setting financial results we have had so far this year have repositioned our balance sheet to be a strength of the Company and has allowed us to reinstate our quarterly cash dividend."




Financial Results for the Three Months Ended September 30, 2022
Comstock's revenues in the third quarter of 2022 totaled $692.4 million (after realized hedging losses of $304.5 million). Net cash provided by operating activities (excluding changes in working capital) generated in the third quarter was $532.9 million, and net income available to common stockholders for the third quarter of 2022 was $351.2 million or $1.28 per share. Reported net income in the quarter included a pre-tax $33.2 million unrealized gain on hedging contracts held for risk management. Excluding this item and certain other items, adjusted net income available to common stockholders for the third quarter of 2022 was $325.6 million, or $1.18 per diluted share.
Comstock's production cost per Mcfe in the third quarter averaged $0.82 per Mcfe, which was comprised of $0.35 for gathering and transportation costs, $0.22 for lease operating costs, $0.19 for production and other taxes and $0.06 for cash general and administrative expenses. Production cost was $0.74 per Mcfe in the second quarter of 2022 and $0.65 in the third quarter of 2021. The increase in production cost in the quarter is attributable to the higher natural gas prices realized this year which has resulted in higher production tax and higher gathering and transportation expenses. Comstock's unhedged operating margin was 89% in the third quarter of 2022 and 85% after hedging. Comstock's margin is one of the highest in the industry.
Financial Results for the Nine Months Ended September 30, 2022
Revenues for the nine months ended September 30, 2022 totaled $1.7 billion (after realized hedging losses of $679.0 million). Net cash provided by operating activities (excluding changes in working capital) generated during the first nine months of 2022 was $1.3 billion, and income available to common stockholders was $608.0 million or $2.24 per share. Net income during the first nine months of 2022 included a pre-tax $102.6 million unrealized loss on hedging contracts held for risk management and a $46.8 million loss on early retirement of debt. Excluding these items and certain other items, adjusted net income available to common stockholders for the nine months ended September 30, 2022 was $735.0 million or $2.68 per diluted share.
Comstock's production cost per Mcfe during the nine months ended September 30, 2022 averaged $0.75 per Mcfe, which was comprised of $0.31 for gathering and transportation costs, $0.22 for lease operating costs, $0.16 for production and other taxes and $0.06 for cash general and administrative expenses. Production cost was $0.61 per Mcfe for the nine months ended September 30, 2021. The higher 2022 production costs are attributable to higher 2022 realized natural gas prices. Comstock's unhedged operating margin was 88% during the first nine months of 2022 and 84% after hedging.
Drilling Results
Comstock drilled 21 (14.8 net) operated horizontal Haynesville/Bossier shale wells in the third quarter of 2022 which had an average lateral length of 10,275 feet. The Company also participated in an additional seven (0.7 net) non-operated Haynesville shale wells in the third quarter of 2022. Comstock turned 17 (15.2 net) operated wells and 18 (0.6 net) non-operated wells to sales in the third quarter of 2022 and currently expects to turn an additional 11 (8.7 net) operated wells to sales in the fourth quarter of 2022.
Since its last operational update in August, Comstock has turned 17 (15.2 net) operated Haynesville/Bossier shale wells to sales. These wells had initial daily production rates that averaged 29 MMcf per day. The completed lateral length of these wells averaged 9,899 feet.




Reinstatement of Quarterly Dividend
Comstock's Board of Directors approved the reinstatement of the Company's quarterly cash dividend, with the first dividend to be paid in the fourth quarter of 2022, at an annual dividend rate of $0.50 per share ($0.125 per quarter). Comstock last paid a common dividend in 2014. The fourth quarter dividend will be payable on December 15, 2022 to stockholders of record at the close of business on December 1, 2022.
Earnings Call Information
Comstock has planned a conference call for 9:00 a.m. Central Time on November 2, 2022, to discuss the third quarter 2022 operational and financial results. Investors wishing to listen should visit the Company's website at www.comstockresources.com for a live webcast. Investors wishing to participate in the conference call telephonically will need to register at https://register.vevent.com/register/BI39ce5cb8026c4144ae9a888f217e28ae. Upon registering to participate in the conference call, participants will receive the dial-in number and a personal PIN number to access the conference call. On the day of the call, please dial in at least 15 minutes in advance to ensure a timely connection to the call. The conference call will also be broadcast live in listen-only mode and can be accessed via the website URL: https://edge.media-server.com/mmc/p/uhgfab48.
If you are unable to participate in the original conference call, a web replay will be available for twelve months beginning at 12:00 p.m. CT on November 2, 2022. The replay of the conference can be accessed using the webcast link: https://edge.media-server.com/mmc/p/uhgfab48.
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
September 30,
Nine Months Ended
September 30,
2022202120222021
Revenues:
Natural gas sales$994,979 $488,303 $2,376,774 $1,133,783 
Oil sales1,936 22,873 6,324 61,571 
Total oil and gas sales996,915 511,176 2,383,098 1,195,354 
Gas services193,090 — 322,575 — 
Total revenues1,190,005 511,176 2,705,673 1,195,354 
Operating expenses:
Production and ad valorem taxes24,531 16,675 60,080 36,468 
Gathering and transportation44,740 35,402 113,797 96,596 
Lease operating28,608 26,576 79,873 77,150 
Exploration— — 3,363 — 
Depreciation, depletion and amortization129,065 128,739 354,994 359,313 
Gas services181,818 — 305,271 — 
General and administrative10,165 8,052 27,451 23,952 
Gain on sale of assets— (14)(21)(93)
Total operating expenses418,927 215,430 944,808 593,386 
Operating income771,078 295,746 1,760,865 601,968 
Other income (expenses):
Loss from derivative financial instruments(271,335)(510,319)(781,654)(756,026)
Other income56 197 506 1,008 
Interest expense(41,393)(49,954)(132,204)(170,645)
Loss on early retirement of debt— — (46,840)(352,599)
Total other expenses(312,672)(560,076)(960,192)(1,278,262)
Income (loss) before income taxes458,406 (264,330)800,673 (676,294)
(Provision for) benefit from income taxes(102,810)(23,976)(179,610)74,168 
Net income (loss)355,596 (288,306)621,063 (602,126)
Preferred stock dividends(4,411)(4,411)(13,089)(13,089)
Net income (loss) available to common stockholders$351,185 $(292,717)$607,974 $(615,215)
Net income (loss) per share:
Basic$1.50 $(1.26)$2.61 $(2.66)
Diluted$1.28 $(1.26)$2.24 $(2.66)
Weighted average shares outstanding:
Basic232,482 231,747 232,170 231,519 
Diluted277,715 231,747 277,605 231,519 







COMSTOCK RESOURCES, INC.
OPERATING RESULTS
(In thousands, except per unit amounts)
Three Months Ended September 30,Nine Months Ended September 30,
20212021
2022
Pro
Forma (3)
As Reported2022
Pro
Forma (3)
As Reported
Gas production (MMcf)128,902 127,121 128,896 367,758 361,248 366,272 
Oil production (Mbbls)21 29 346 66 75 1,034 
Total production (MMcfe)129,025 127,296 130,968 368,152 361,700 372,474 
Natural gas sales$994,979 $484,012 $488,303 $2,376,774 $1,123,967 $1,133,783 
Natural gas hedging settlements (1)
(304,489)(114,538)(114,538)(679,038)(138,907)(138,907)
Total natural gas including hedging690,490 369,474 373,765 1,697,736 985,060 994,876 
Oil sales1,936 1,941 22,873 6,324 4,684 61,571 
Oil hedging settlements (1)
— — (2,606)— — (5,489)
Total oil including hedging1,936 1,941 20,267 6,324 4,684 56,082 
Total oil and gas sales including hedging$692,426 $371,415 $394,032 $1,704,060 $989,744 $1,050,958 
Average gas price (per Mcf)$7.72 $3.81 $3.79 $6.46 $3.11 $3.10 
Average gas price including hedging (per Mcf)$5.36 $2.91 $2.90 $4.62 $2.73 $2.72 
Average oil price (per barrel)$92.19 $66.93 $66.11 $95.82 $62.45 $59.55 
Average oil price including hedging (per barrel)$92.19 $66.93 $58.58 $95.82 $62.45 $54.24 
Average price (per Mcfe)$7.73 $3.82 $3.90 $6.47 $3.12 $3.21 
Average price including hedging (per Mcfe)$5.37 $2.92 $3.01 $4.63 $2.74 $2.82 
Production and ad valorem taxes$24,531 $14,508 $16,675 $60,080 $30,589 $36,468 
Gathering and transportation44,740 35,349 35,402 113,797 96,543 96,596 
Lease operating28,608 23,747 26,576 79,873 67,613 77,150 
Cash general and administrative (2)
8,323 6,250 6,250 22,533 18,661 18,661 
Total production costs$106,202 $79,854 $84,903 $276,283 $213,406 $228,875 
Production and ad valorem taxes (per Mcfe)$0.19 $0.11 $0.13 $0.16 $0.08 $0.09 
Gathering and transportation (per Mcfe)0.35 0.28 0.27 0.31 0.27 0.26 
Lease operating (per Mcfe)0.22 0.19 0.20 0.22 0.19 0.21 
Cash general and administrative (per Mcfe)0.06 0.05 0.05 0.06 0.05 0.05 
Total production costs (per Mcfe)$0.82 $0.63 $0.65 $0.75 $0.59 $0.61 
Unhedged operating margin89%84%83%88%81%81%
Hedged operating margin85%79%78%84%78%78%
Oil and gas capital expenditures:
Proved property acquisitions$— $— $— $205 $— $— 
Unproved property acquisitions12,214 5,248 5,248 37,396 18,649 18,649 
Total oil and gas properties acquisitions$12,214 $5,248 $5,248 $37,601 $18,649 $18,649 
Exploration and development:
Development leasehold$3,011 $721 $733 $8,298 $6,759 $6,794 
Exploratory drilling and completion18,606 — — 49,003 — — 
Development drilling and completion204,954 141,637 141,637 619,373 454,524 454,524 
Other development costs15,563 17,171 18,719 52,500 22,511 26,795 
Total exploration and development capital expenditures$242,134 $159,529 $161,089 $729,174 $483,794 $488,113 
(1)Included in gain (loss) from derivative financial instruments in operating results.
(2)Excludes stock-based compensation.
(3)Excludes results of the Company's Bakken shale assets, which were sold in October 2021.





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

Three Months Ended September 30,Nine Months Ended
September 30,
2022202120222021
ADJUSTED NET INCOME AVAILABLE TO COMMON STOCKHOLDERS:
Net income (loss) available to common stockholders$351,185 $(292,717)$607,974 $(615,215)
Unrealized (gain) loss from derivative financial instruments(33,154)392,870 102,616 610,764 
Loss on early retirement of debt— — 46,840 352,599 
Non-cash interest amortization from adjusting debt assumed in
acquisition to fair value
— 2,565 4,174 9,962 
Exploration expense— — 3,363 — 
Gain on sale of assets— (14)(21)(93)
Adjustment to (provision for) benefit from income taxes7,580 (11,169)(29,959)(153,777)
Adjusted net income available to common stockholders (1)
$325,611 $91,535 $734,987 $204,240 
Adjusted net income available to common stockholders per share (2)
$1.18 $0.35 $2.68 $0.79 
Diluted shares outstanding277,715 276,886 277,605 276,368 

ADJUSTED EBITDAX:
Net income (loss)$355,596 $(288,306)$621,063 $(602,126)
Interest expense (3)
41,393 50,259 132,204 171,511 
Income taxes102,810 23,976 179,610 (74,168)
Depreciation, depletion, and amortization129,065 128,739 354,994 359,313 
Exploration— — 3,363 — 
Unrealized (gain) loss from derivative financial instruments(33,154)392,870 102,616 610,764 
Stock-based compensation1,842 1,802 4,918 5,291 
Loss on early extinguishment of debt— — 46,840 352,599 
Gain on sale of assets— (14)(21)(93)
Total Adjusted EBITDAX (4)
$597,552 $309,326 $1,445,587 $823,091 
(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 September 30,Nine Months Ended
September 30,
2022202120222021
OPERATING CASH FLOW(1):
Net income (loss)$355,596 $(288,306)$621,063 $(602,126)
Reconciling items:
Unrealized (gain) loss from derivative financial instruments(33,154)392,870 102,616 610,764 
Deferred income taxes (benefit)78,060 16,339 148,389 (84,942)
Depreciation, depletion and amortization129,065 128,739 354,994 359,313 
Loss on early retirement of debt— — 46,840 352,599 
Amortization of debt discount and issuance costs1,444 4,012 8,542 17,587 
Stock-based compensation1,842 1,802 4,918 5,291 
Gain on sale of assets— (14)(21)(93)
Operating cash flow$532,853 $255,442 $1,287,341 $658,393 
Increase in accounts receivable(155,682)(57,189)(359,600)(97,379)
(Increase) decrease in other current assets(15,494)(4,678)(25,214)850 
Increase in accounts payable and accrued expenses156,873 39,395 301,956 56,689 
Net cash provided by operating activities$518,550 $232,970 $1,204,483 $618,553 

Three Months Ended September 30,Nine Months Ended
September 30,
2022202120222021
FREE CASH FLOW(2):
Operating cash flow$532,853 $255,442 $1,287,341 $658,393 
Less:
Exploration and development capital expenditures(242,134)(161,089)(729,174)(488,113)
Other capital expenditures(603)(23)(713)(69)
Preferred dividends(4,411)(4,411)(13,089)(13,089)
Free cash flow from operations$285,705 $89,919 $544,365 $157,122 
Acquisitions(12,347)(5,248)(54,492)(18,649)
Proceeds from divestitures— 50 93 261 
Free cash flow after acquisition and divestiture activity$273,358 $84,721 $489,966 $138,734 
(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.







COMSTOCK RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30,
2022
December 31, 2021
ASSETS
Cash and cash equivalents$38,648 $30,663 
Accounts receivable627,338 267,738 
Derivative financial instruments2,368 5,258 
Other current assets40,470 15,077 
Total current assets708,824 318,736 
Property and equipment, net4,440,022 4,007,146 
Goodwill335,897 335,897 
Operating lease right-of-use assets99,622 6,450 
$5,584,365 $4,668,229 
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable$617,463 $314,569 
Accrued costs150,327 135,026 
Operating leases38,024 2,444 
Derivative financial instruments285,713 181,945 
Total current liabilities1,091,527 633,984 
Long-term debt2,261,697 2,615,235 
Deferred income taxes345,806 197,417 
Derivative financial instruments— 4,042 
Long-term operating leases61,676 4,075 
Asset retirement obligation29,235 25,673 
Other non-current liabilities24 
Total liabilities3,789,949 3,480,450 
Mezzanine Equity:
Preferred stock175,000 175,000 
Stockholders' Equity:
Common stock116,879 116,462 
Additional paid-in capital1,098,605 1,100,359 
Accumulated earnings (deficit)403,932 (204,042)
Total stockholders' equity1,619,416 1,012,779 
$5,584,365 $4,668,229