Document

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 4, 2020
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 4, 2020, Comstock Resources, Inc. ("Comstock" or the "Company") announced financial results for the three months and nine months ended September 30, 2020. 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 99.1




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 4, 2020By:/s/ ROLAND O. BURNS
Roland O. Burns
President and Chief Financial Officer

Document

Exhibit 99.1
https://cdn.kscope.io/3ef8b7735231bed10f2cb2dace56cb54-box1.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 2020 FINANCIAL AND OPERATING RESULTS
FRISCO, TEXAS, November 4, 2020 – Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) today reported financial and operating results for the quarter ended September 30, 2020.
Financial Results for the Three Months Ended September 30, 2020
For the third quarter of 2020, Comstock reported a net loss available to common stockholders of $130.9 million or $0.57 per share. The loss was primarily related to a $155.6 million unrealized loss on the mark-to-market value of the Company's derivative financial instruments that are held to hedge oil and natural gas prices as future natural gas prices have improved substantially since the end of the second quarter of 2020. The adjusted net loss available to common stockholders excluding the unrealized loss on the hedge contracts and other non-recurring items for the third quarter of 2020 was $13.8 million or $0.06 per diluted share.
Comstock produced 102.6 billion cubic feet ("Bcf") of natural gas and 0.4 million barrels of oil or 104.7 billion cubic feet of natural gas equivalent ("Bcfe") in the third quarter of 2020. Natural gas production averaged 1,115 million cubic feet ("MMcf") per day, an increase of 5% over natural gas production in the third quarter of 2019. Oil production in the third quarter of 2020 decreased to 3,851 barrels of oil per day from 6,563 barrels per day produced in the third quarter of 2019. 12% of the Company's net oil production was shut in or curtailed during the third quarter of 2020 and 7% of the natural gas production was shut-in due to offset completion activity or due to curtailments related to storm activity or pipeline constraints.
Comstock's average realized natural gas price in the third quarter of 2020, including realized hedging gains, decreased to $1.95 per Mcf as compared to $2.26 per Mcf realized in the third quarter of 2019. The Company's average realized oil price in the third quarter of 2020, including realized hedging gains, decreased to $33.52 per barrel as compared to $51.27 per barrel in the third quarter of 2019. Oil and gas sales were $212.2 million (including realized hedging gains) in the third quarter of 2020 as compared to $250.5 million in the third quarter of 2019. The lower oil and gas prices realized caused adjusted EBITDAX, or earnings before interest, taxes, depreciation, depletion, amortization, exploration expense and other noncash expenses, of $147.7 million in the third quarter of 2020 to decrease by 22% over adjusted EBITDAX of $188.6 million for the third quarter of 2019. The Company's operating cash flow generated in the third quarter of 2020 of $93.2 million decreased 35% over operating cash flow of $143.3 million in the third quarter of 2019.



Financial Results for the Nine Months Ended September 30, 2020
For the first nine months of 2020, Comstock reported a net loss available to common stockholders of $160.9 million or $0.77 per share. Adjusted net income available to common stockholders excluding the $204.7 million unrealized loss on derivative financial instruments and other non-recurring items for the first nine months of 2020 was $12.9 million or $0.06 per diluted share.
Comstock produced 341.8 Bcf of natural gas and 1.2 million barrels of oil or 348.8 Bcfe in the first nine months of 2020. Natural gas production averaged 1,248 MMcf per day, an increase of 99% over natural gas production in the first nine months of 2019 due to the acquisition of Covey Park Energy LLC, which was completed in July 2019. Oil production in the first nine months of 2020 decreased to 4,263 barrels of oil per day from 7,723 barrels per day produced in first nine months of 2019.
Comstock's average realized natural gas price in the first nine months of 2020, including realized hedging gains, decreased to $1.96 per Mcf as compared to $2.39 per Mcf realized in the first nine months of 2019. The Company's average realized oil price in the first nine months of 2020, including realized hedging gains, decreased to $39.84 per barrel as compared to $49.44 per barrel in the first nine months of 2019. Oil and gas sales were $716.3 million, including realized hedging gains, in the first nine months of 2020 as compared to sales of $512.8 million in the first nine months of 2019. Adjusted EBITDAX of $511.4 million in the first nine months of 2020 increased by 35% over adjusted EBITDAX of $378.8 million for the first nine months of 2019. The Company's operating cash flow generated in the first nine months of 2020 of $366.6 million increased 31% over operating cash flow of $280.4 million in the first nine months of 2019.
Drilling Results
Comstock spent $315.7 million during the first nine months of 2020 for drilling and development activities. $308.6 million was spent to develop its Haynesville and Bossier shale properties, comprised of $280.4 million on drilling and completing wells and an additional $28.2 million on other development activity. In response to the higher anticipated natural gas prices, Comstock restarted completion activity and added two operating drilling rigs in the third quarter and currently has three completion crews working through the backlog of drilled but uncompleted wells. The ramp-up of activity will allow new wells to come on line late in the fourth quarter of 2020 and early in 2021 to coincide with the expected continued improvement of future natural gas prices. Comstock drilled 36 (28.6) horizontal operated Haynesville shale wells during the first nine months of 2020, which had an average lateral length of 9,143 feet. Comstock also participated in 18 (1.3 net) non-operated Haynesville shale wells in the first nine months of 2020. During the first nine months of 2020, Comstock turned 33 (24.6 net) Haynesville shale wells to sales and currently expects to turn an additional 22 (17.6 net) wells to sales in the fourth quarter of 2020.
Since its last operational update, Comstock turned 15 (11.7 net) Haynesville shale wells into sales. The average initial production rate of these wells was 26 MMcf per day and had an average completed lateral length of 9,088 feet.



2021 Drilling Budget
The Company currently plans to spend approximately $525.0 to $575.0 million in 2021 on drilling and completion activities primarily focused in the Haynesville/Bossier shale. Comstock is currently planning to operate six rigs for the first half of 2021 and seven rigs for the remainder of the year and expects to drill 70 (56.5 net) and complete 65 (56.6 net) operated horizontal wells.
Other Matters
Comstock has planned a conference call for 10:00 a.m. Central Time on November 5, 2020, to discuss the third quarter of 2020 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 1275655 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 November 5, 2020 and will continue until 1:00 p.m. November 12, 2020. To hear the replay, call 855-859-2056 (404-537-3406) if calling from outside the US). The conference call access code is 1275655.
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.
Comstock Resources, Inc. is an independent energy company based in Frisco, Texas engaged in oil and gas acquisitions, exploration and development, and its assets are primarily located in Texas, Louisiana and North Dakota. 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,
2020201920202019
Revenues:
Natural gas sales$168,374 $193,506 $547,975 $375,589 
Oil sales9,637 30,938 35,449 103,852 
Total oil and gas sales178,011 224,444 583,424 479,441 
Operating expenses:
Production and ad valorem taxes9,798 9,381 27,768 22,703 
Gathering and transportation22,422 23,414 77,423 41,346 
Lease operating25,412 26,696 79,110 54,477 
Exploration— 241 27 241 
Depreciation, depletion and amortization99,056 80,247 312,828 164,684 
General and administrative8,974 8,105 25,991 22,760 
(Gain) loss on sale of assets(16)— (16)25 
Total operating expenses165,646 148,084 523,131 306,236 
Operating income12,365 76,360 60,293 173,205 
Other income (expenses):
Gain (loss) from derivative financial instruments(121,579)24,858 (71,978)31,945 
Other income489 92 793 340 
Transaction costs— (39,657)— (41,100)
Interest expense(63,890)(51,015)(168,764)(107,434)
Loss on early extinguishment of debt— — (861)— 
Total other income (expenses)(184,980)(65,722)(240,810)(116,249)
Income (loss) before income taxes(172,615)10,638 (180,517)56,956 
Benefit from (provision for) income taxes46,123 (3,847)46,177 (15,183)
Net income (loss)(126,492)6,791 (134,340)41,773 
Preferred stock dividends and accretion(4,398)(8,128)(26,596)(8,128)
Net income (loss) available to common stockholders$(130,890)$(1,337)$(160,936)$33,645 
Net income (loss) per share:
Basic$(0.57)$(0.01)$(0.77)$0.26 
Diluted$(0.57)$(0.01)$(0.77)$0.26 
Weighted average shares outstanding:
Basic231,223 171,487 209,760 127,709 
Diluted231,223 171,487 209,760 127,709 








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

As of
September 30, 2020December 31, 2019
ASSETS
Cash and cash equivalents$28,268$18,532
Accounts receivable100,959180,341
Derivative financial instruments8,83075,304
Income taxes receivable5,109
Other current assets11,77310,399
Total current assets149,830289,685
Property and equipment, net4,012,3484,008,803
Goodwill335,897335,897
Income taxes receivable5,109
Derivative financial instruments1,18513,888
Operating lease right-of-use assets3,5543,509
Other assets40231
$4,502,854$4,657,122
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable$202,174$252,994
Accrued costs112,695137,166
Operating leases2,3181,994
Derivative financial instruments63,595222
Total current liabilities380,782392,376
Long-term debt2,507,6692,500,132
Deferred income taxes163,550211,772
Derivative financial instruments66,3734,220
Long-term operating leases1,2361,515
Asset retirement obligation19,40218,151
Other non-current liabilities1,1626,351
Total liabilities3,140,1743,134,517
Mezzanine Equity:
Preferred stock175,000379,583
Stockholders' Equity:
Common stock116,21095,003
Additional paid-in capital1,093,811909,423
Accumulated earnings (deficit)(22,341)138,596
Total stockholders' equity1,187,6801,143,022
$4,502,854$4,657,122






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

Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
Gas production (MMcf)102,560 97,236 341,823 171,313 
Oil production (Mbbls)354 603 1,168 2,108 
Total production (MMcfe)104,687 100,859 348,831 183,964 
Natural gas sales$168,374 $193,506 $547,975 $375,589 
Natural gas hedging settlements (1)
32,000 26,030 121,796 32,995 
Total natural gas including hedging200,374 219,536 669,771 408,584 
Oil sales9,637 30,938 35,449 103,852 
Oil hedging settlements (1)
2,238 17 11,082 387 
Total oil including hedging11,875 30,955 46,531 104,239 
Total oil and gas sales including hedging$212,249 $250,491 $716,302 $512,823 
Average gas price (per Mcf)$1.64 $1.99 $1.60 $2.19 
Average gas price including hedging (per Mcf)$1.95 $2.26 $1.96 $2.39 
Average oil price (per barrel)$27.20 $51.24 $30.35 $49.26 
Average oil price including hedging (per barrel)$33.52 $51.27 $39.84 $49.44 
Average price (per Mcfe)$1.70 $2.23 $1.67 $2.61 
Average price including hedging (per Mcfe)$2.03 $2.48 $2.05 $2.79 
Production and ad valorem taxes$9,798 $9,381 $27,768 $22,703 
Gathering and transportation$22,422 $23,414 $77,423 $41,346 
Lease operating$25,412 $26,696 $79,110 $54,477 
Production and ad valorem taxes (per Mcfe)$0.09 $0.09 $0.08 $0.12 
Gathering and transportation (per Mcfe)$0.21 $0.23 $0.22 $0.22 
Lease operating (per Mcfe)$0.25 $0.27 $0.23 $0.30 
Oil and Gas Capital Expenditures:
Acquisitions$— $2,055,623 $— $2,055,623 
Exploratory leasehold1,457 — 1,457 — 
Development leasehold1,027 2,407 7,363 6,713 
Development drilling and completion96,903 169,747 280,383 342,665 
Other development11,045 1,502 26,463 6,218 
Total$110,432 $2,229,279 $315,666 $2,411,219 
(1)Included in gain (loss) from derivative financial instruments in operating results.






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

Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
ADJUSTED NET INCOME (LOSS) TO COMMON STOCKHOLDERS:
Net income (loss) available to common stockholders$(130,890)$(1,337)$(160,936)$33,645 
(Gain) loss on sale of oil and gas properties(16)— (16)25 
Unrealized loss on derivative financial instruments155,601 1,189 204,703 1,437 
Loss on early extinguishment of debt— — 861 — 
Non-cash interest amortization from adjusting debt assumed in
acquisition to fair value
5,621 4,078 16,301 4,078 
Non-cash accretion from adjusting preferred stock issued in
acquisition to fair value
— — 5,417 — 
Impairment of unevaluated oil and gas properties— — 27 — 
Transaction costs— 39,657 — 41,100 
Covey Park July 2019 hedging settlements— 4,574 — 4,574 
Adjusted provision for income taxes(44,122)(13,833)(53,430)(13,652)
Adjusted net income (loss) available to common stockholders (1)
$(13,806)$34,328 $12,927 $71,207 
Diluted shares outstanding231,223 252,177 209,760 154,856 
Adjusted net income (loss) available to common stockholders per share$(0.06)$0.17 $0.06 $0.51 

ADJUSTED EBITDAX:
Net income (loss)$(126,492)$6,791 $(134,340)$41,773 
Interest expense63,890 51,015 168,764 107,434 
Income taxes(46,123)3,847 (46,177)15,183 
Depreciation, depletion, and amortization99,056 80,247 312,828 164,684 
Unrealized loss from derivative financial instruments
155,601 1,189 204,703 1,437 
Exploration— 241 27 241 
Stock-based compensation1,752 1,088 4,734 2,359 
Loss on early extinguishment of debt— — 861 — 
Transaction costs— 39,657 — 41,100 
Covey Park July 2019 hedging settlements— 4,574 — 4,574 
(Gain) loss on sale of assets(16)— (16)25 
Total Adjusted EBITDAX (2)
$147,668 $188,649 $511,384 $378,810 
(1)Adjusted net income (loss) 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 non-cash unrealized gains and losses on derivative financial instruments and other unusual items.
(2)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 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,
2020201920202019
OPERATING CASH FLOW:
Net income (loss)$(126,492)$6,791 $(134,340)$41,773 
Reconciling items:
Deferred income taxes(46,237)3,775 (46,443)15,205 
Depreciation, depletion and amortization99,056 80,247 312,828 164,684 
Unrealized loss from derivative financial instruments
155,601 1,189 204,703 1,437 
Amortization of debt discount and issuance costs9,505 6,009 24,231 9,206 
Stock-based compensation1,752 1,088 4,734 2,359 
Loss on early extinguishment of debt— — 861 — 
Transaction costs— 39,657 — 41,100 
Covey Park July 2019 hedging settlements— 4,574 — 4,574 
Exploration— — 27 — 
(Gain) loss on sale of assets(16)— (16)25 
Operating cash flow (1)
93,169 143,330 366,585 280,363 
Transaction costs— (39,657)— (41,100)
Covey Park July 2019 hedging settlements— (4,574)— (4,574)
Decrease (increase) in accounts receivable(3,790)27,670 79,382 48,404 
Decrease in other current assets11,093 5,545 8,291 7,137 
Increase (decrease) in accounts payable and accrued expenses23,392 (22,534)(64,303)(7,424)
Net cash provided by operating activities$123,864 $109,780 $389,955 $282,806 
(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.