8-K
COMSTOCK RESOURCES INC (CRK)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): April 30, 2025 |
|---|
COMSTOCK RESOURCES, INC.
(Exact name of Registrant as Specified in Its Charter)
| Nevada | 001-03262 | 94-1667468 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 5300 Town and Country Blvd.<br><br>Suite 500 | ||
| Frisco, Texas | 75034 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (972) 668-8800 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
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 class | Trading<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.50 (per share) | CRK | New 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 April 30, 2025, Comstock Resources, Inc. ("Comstock" or the "Company") announced financial results for the quarter ended March 31, 2025. A copy of the press release announcing Comstock's earnings and operating results for this period 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 |
|---|---|
| 99.1 | Press Release dated April 30, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| COMSTOCK RESOURCES, INC. | |||
|---|---|---|---|
| Date: | April 30, 2025 | By: | /s/ ROLAND O. BURNS |
| Roland O. Burns<br>President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
 |
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
FIRST QUARTER 2025 FINANCIAL AND OPERATING RESULTS
FRISCO, TEXAS, April 30, 2025 – Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) today reported financial and operating results for the quarter ended March 31, 2025.
Highlights of 2025's First Quarter
- Higher natural gas prices in the first quarter drove improved financial results in the quarter.
- Natural gas and oil sales, including realized hedging gains, were $405 million for the quarter.
- Operating cash flow was $239 million or $0.81 per diluted share.
- Adjusted EBITDAX for the quarter was $293 million.
- Adjusted net income was $53.8 million or $0.18 per diluted share for the quarter.
- Comstock resumed completion activity in late 2024 allowing it to turn fourteen (11.3 net) operated wells to sales since the last update with an average per well initial production rate of 25 MMcf per day.
- The successful results of Comstock’s step out Western Haynesville well drilled in Freestone County, Texas substantially extended the success the Company has had in proving up its Western Haynesville acreage.
Financial Results for the Three Months Ended March 31, 2025
Natural gas prices improved substantially in the first quarter of 2025 and Comstock realized $3.58 per Mcf before hedging and $3.52 per Mcf after hedging for its natural gas production of 115 Bcf in the quarter. Comstock's natural gas and oil sales in the first quarter of 2025 increased to $405.0 million (including realized hedging losses of $8.0 million). Operating cash flow (excluding changes in working capital) generated in the first quarter of 2025 was $239.0 million, and net loss for the first quarter was $115.4 million or $0.40 per share. The net loss in the quarter included a pre-tax $322.4 million unrealized loss on hedging contracts held for price risk management resulting from the rise in future natural gas prices since the end of 2024. Excluding this item and exploration expense, adjusted net income for the first quarter of 2025 was $53.8 million, or $0.18 per diluted share.
Comstock's production cost per Mcfe in the first quarter averaged $0.83 per Mcfe, which was comprised of $0.37 for gathering and transportation costs, $0.30 for lease operating costs, $0.10 for production and other taxes and $0.06 for cash general and administrative expenses. Comstock's unhedged operating margin was 77% in the first quarter of 2025 and 76% after hedging.
Drilling Results
Comstock drilled seven (6.9 net) operated horizontal Haynesville/Bossier shale wells in the first quarter of 2025, which had an average lateral length of 11,660 feet. Comstock turned eleven (8.3 net) operated wells to sales in the first quarter of 2025.
Since its last operational update in February, Comstock has turned fourteen (11.3 net) operated Haynesville/Bossier shale wells to sales. These wells had initial production rates that averaged 25 MMcf per day. The completed lateral length of these wells averaged 12,220 feet. Included in the wells turned to sales was our first Western Haynesville well drilled in Freestone county, the Olajuwon Pickens #1, which had a 10,306 foot completed lateral. This well is 24.4 miles away from the closest producing Western Haynesville well and represents a major milestone in Comstock's progress in delineating its Western Haynesville acreage. The Olajuwon Pickens #1 was turned to sales at an initial production rate of 41 MMcf per day.
Other
On April 29, 2025, Comstock also announced that its bank group reaffirmed the $2.0 billion borrowing base under its $1.5 billion revolving credit facility.
Earnings Call Information
Comstock has planned a conference call for 10:00 a.m. Central Time on May 1, 2025, to discuss the first quarter 2025 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-conf.media-server.com/register/BIe794f2ba5583499f970858176fd39094.
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/99m3j47q.
If you are unable to participate in the original conference call, a web replay will be available for twelve months beginning at 1:00 p.m. CT on May 1, 2025. The replay of the conference can be accessed using the webcast link: https://edge.media-server.com/mmc/p/99m3j47q.
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<br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Revenues: | ||||||
| Natural gas sales | $ | 412,286 | $ | 287,083 | ||
| Oil sales | 702 | 876 | ||||
| Total natural gas and oil sales | 412,988 | 287,959 | ||||
| Gas services | 99,866 | 47,813 | ||||
| Total revenues | 512,854 | 335,772 | ||||
| Operating expenses: | ||||||
| Production and ad valorem taxes | 11,179 | 17,908 | ||||
| Gathering and transportation | 42,617 | 47,099 | ||||
| Lease operating | 35,000 | 35,072 | ||||
| Exploration | 2,150 | — | ||||
| Depreciation, depletion and amortization | 167,891 | 190,689 | ||||
| Gas services | 116,769 | 48,680 | ||||
| General and administrative | 11,080 | 9,171 | ||||
| Total operating expenses | 386,686 | 348,619 | ||||
| Operating income (loss) | 126,168 | (12,847 | ) | |||
| Other income (expenses): | ||||||
| Gain (loss) from derivative financial instruments | (330,339 | ) | 39,307 | |||
| Other income | 339 | 331 | ||||
| Interest expense | (54,837 | ) | (49,557 | ) | ||
| Total other expenses | (384,837 | ) | (9,919 | ) | ||
| Loss before income taxes | (258,669 | ) | (22,766 | ) | ||
| Benefit from income taxes | 143,276 | 8,292 | ||||
| Net loss | (115,393 | ) | (14,474 | ) | ||
| Net income attributable to noncontrolling interest | (5,885 | ) | (1,847 | ) | ||
| Net loss available to the Company | $ | (121,278 | ) | $ | (16,321 | ) |
| Net loss per share | ||||||
| Basic | $ | (0.40 | ) | $ | (0.05 | ) |
| Diluted | $ | (0.40 | ) | $ | (0.05 | ) |
| Weighted average shares outstanding: | ||||||
| Basic | 290,303 | 277,962 | ||||
| Diluted | 290,303 | 277,962 |
COMSTOCK RESOURCES, INC.
OPERATING RESULTS
(In thousands, except per unit amounts)
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Natural gas production (MMcf) | 115,029 | 139,443 | ||||
| Oil production (Mbbls) | 10 | 12 | ||||
| Total production (MMcfe) | 115,091 | 139,515 | ||||
| Natural gas sales | $ | 412,286 | $ | 287,083 | ||
| Natural gas hedging settlements (1) | (7,959 | ) | 47,995 | |||
| Total natural gas including hedging | 404,327 | 335,078 | ||||
| Oil sales | 702 | 876 | ||||
| Total natural gas and oil sales including hedging | $ | 405,029 | $ | 335,954 | ||
| Average natural gas price (per Mcf) | $ | 3.58 | $ | 2.06 | ||
| Average natural gas price including hedging (per Mcf) | $ | 3.52 | $ | 2.40 | ||
| Average oil price (per barrel) | $ | 70.20 | $ | 73.00 | ||
| Average price (per Mcfe) | $ | 3.59 | $ | 2.06 | ||
| Average price including hedging (per Mcfe) | $ | 3.52 | $ | 2.41 | ||
| Production and ad valorem taxes | $ | 11,179 | $ | 17,908 | ||
| Gathering and transportation | 42,617 | 47,099 | ||||
| Lease operating | 35,000 | 35,072 | ||||
| Cash general and administrative (2) | 6,640 | 5,755 | ||||
| Total production costs | $ | 95,436 | $ | 105,834 | ||
| Production and ad valorem taxes (per Mcfe) | $ | 0.10 | $ | 0.13 | ||
| Gathering and transportation (per Mcfe) | 0.37 | 0.34 | ||||
| Lease operating (per Mcfe) | 0.30 | 0.25 | ||||
| Cash general and administrative (per Mcfe) | 0.06 | 0.04 | ||||
| Total production costs (per Mcfe) | $ | 0.83 | $ | 0.76 | ||
| Unhedged operating margin | 77 | % | 63 | % | ||
| Hedged operating margin | 76 | % | 68 | % | ||
| Gas services revenue | $ | 99,866 | $ | 47,813 | ||
| Gas services expenses | 116,769 | 48,680 | ||||
| Gas services margin | $ | (16,903 | ) | $ | (867 | ) |
| Natural Gas and Oil Capital Expenditures: | ||||||
| Unproved property acquisitions | $ | 9,684 | $ | 69,444 | ||
| Total natural gas and oil properties acquisitions | $ | 9,684 | $ | 69,444 | ||
| Exploration and Development: | ||||||
| Development leasehold | $ | 3,556 | $ | 3,938 | ||
| Exploratory drilling and completion | 100,107 | 106,456 | ||||
| Development drilling and completion | 145,578 | 145,793 | ||||
| Other development costs | 515 | 37 | ||||
| Total exploration and development capital expenditures | $ | 249,756 | $ | 256,224 |
- Included in gain (loss) from derivative financial instruments in operating results.
- Excludes stock-based compensation.
COMSTOCK RESOURCES, INC.
NON-GAAP FINANCIAL MEASURES
(In thousands, except per share amounts)
| Three Months Ended<br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| ADJUSTED NET INCOME (LOSS): | ||||||
| Net loss | $ | (115,393 | ) | $ | (14,474 | ) |
| Unrealized loss from derivative financial instruments | 322,380 | 8,688 | ||||
| Exploration expense | 2,150 | — | ||||
| Adjustment to income taxes | (155,292 | ) | (2,752 | ) | ||
| Adjusted net income (loss) | $ | 53,845 | $ | (8,538 | ) | |
| Adjusted net income (loss) per share (2) | $ | 0.18 | $ | (0.03 | ) | |
| Diluted shares outstanding | 293,633 | 277,962 | ||||
| ADJUSTED EBITDAX: | ||||||
| Net loss | $ | (115,393 | ) | $ | (14,474 | ) |
| Interest expense | 54,837 | 49,557 | ||||
| Income taxes | (143,276 | ) | (8,292 | ) | ||
| Depreciation, depletion, and amortization | 167,891 | 190,689 | ||||
| Exploration | 2,150 | — | ||||
| Unrealized loss from derivative financial instruments | 322,380 | 8,688 | ||||
| Stock-based compensation | 4,442 | 3,415 | ||||
| Total Adjusted EBITDAX (3) | $ | 293,031 | $ | 229,583 |
- Adjusted net income (loss) 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, exploration expense and other unusual items.
- Adjusted net income (loss) per share is calculated to include the dilutive effects of unvested restricted stock pursuant to the two-class method and performance stock units pursuant to the treasury stock method.
- 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, unrealized gains and losses on derivative financial instruments 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<br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| OPERATING CASH FLOW (1): | ||||||
| Net loss | $ | (115,393 | ) | $ | (14,474 | ) |
| Reconciling items: | ||||||
| Unrealized loss from derivative financial instruments | 322,380 | 8,688 | ||||
| Deferred income taxes | (143,276 | ) | (8,287 | ) | ||
| Depreciation, depletion and amortization | 167,891 | 190,689 | ||||
| Amortization of debt discount and issuance costs | 2,944 | 1,984 | ||||
| Stock-based compensation | 4,442 | 3,415 | ||||
| Operating cash flow | $ | 238,988 | $ | 182,015 | ||
| (Increase) decrease in accounts receivable | (33,660 | ) | 99,418 | |||
| Decrease in other current assets | 559 | 5,576 | ||||
| Decrease in accounts payable and accrued expenses | (31,141 | ) | (115,470 | ) | ||
| Net cash provided by operating activities | $ | 174,746 | $ | 171,539 | ||
| Three Months Ended<br>March 31, | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2025 | 2024 | |||||
| FREE CASH FLOW (DEFICIT)(2): | ||||||
| Operating cash flow | $ | 238,988 | $ | 182,015 | ||
| Less: | ||||||
| Exploration and development capital expenditures | (249,756 | ) | (256,224 | ) | ||
| Midstream capital expenditures | (48,668 | ) | (5,298 | ) | ||
| Other capital expenditures | (86 | ) | (29 | ) | ||
| Contributions from midstream partner | 59,500 | 6,000 | ||||
| Free cash deficit from operations | $ | (22 | ) | $ | (73,536 | ) |
| Acquisitions | (9,684 | ) | (69,444 | ) | ||
| Free cash deficit after acquisitions | $ | (9,706 | ) | $ | (142,980 | ) |
- 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.
- Free cash deficit from operations and free cash deficit after acquisitions 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, midstream and other capital expenditures, contributions from its midstream partner, proved and unproved property acquisitions, and proceeds from divestiture of natural gas and oil properties.
COMSTOCK RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
| March 31,<br>2025 | December 31,<br>2024 | |||
|---|---|---|---|---|
| ASSETS | ||||
| Cash and cash equivalents | $ | 32,875 | $ | 6,799 |
| Accounts receivable | 208,506 | 174,846 | ||
| Derivative financial instruments | — | 4,865 | ||
| Other current assets | 97,595 | 97,524 | ||
| Total current assets | 338,976 | 284,034 | ||
| Property and equipment, net | 5,828,842 | 5,688,389 | ||
| Goodwill | 335,897 | 335,897 | ||
| Operating lease right-of-use assets | 97,832 | 73,777 | ||
| $ | 6,601,547 | $ | 6,382,097 | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Accounts payable | $ | 433,797 | $ | 421,814 |
| Accrued costs | 113,231 | 146,173 | ||
| Operating leases | 47,256 | 35,927 | ||
| Derivative financial instruments | 263,796 | 8,940 | ||
| Total current liabilities | 858,080 | 612,854 | ||
| Long-term debt | 3,050,034 | 2,952,090 | ||
| Deferred income taxes | 201,841 | 345,116 | ||
| Derivative financial instruments | 129,416 | 66,757 | ||
| Long-term operating leases | 50,485 | 37,740 | ||
| Asset retirement obligation | 34,507 | 33,996 | ||
| Total liabilities | 4,324,363 | 4,048,553 | ||
| Stockholders' Equity: | ||||
| Common stock | 146,460 | 146,130 | ||
| Additional paid-in capital | 1,367,696 | 1,366,274 | ||
| Accumulated earnings | 607,341 | 728,619 | ||
| Total stockholders' equity attributable to Comstock | 2,121,497 | 2,241,023 | ||
| Noncontrolling interest | 155,687 | 92,521 | ||
| Total stockholders' equity | 2,277,184 | 2,333,544 | ||
| $ | 6,601,547 | $ | 6,382,097 |