8-K

COMSTOCK RESOURCES INC (CRK)

8-K 2022-02-15 For: 2022-02-15
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Added on April 07, 2026

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)

Nevada 001-03262 94-1667468
(State or other<br>jurisdiction incorporation) (Commission File Number) (I.R.S. Employer<br>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 class Trading 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 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
99.1 Press Release dated February 15, 2022.

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, 2022 By: /s/ ROLAND O. BURNS
Roland O. Burns
President and Chief Financial Officer

Document

Exhibit 99.1

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<br>December 31,
2021 2020 2021 2020
Revenues:
Natural gas sales $ 641,985 $ 261,424 $ 1,775,768 $ 809,399
Oil sales 13,391 13,347 74,962 48,796
Total oil and gas sales 655,376 274,771 1,850,730 858,195
Operating expenses:
Production and ad valorem taxes 12,673 9,199 49,141 36,967
Gathering and transportation 34,344 29,159 130,940 106,582
Lease operating 26,317 23,342 103,467 102,452
Depreciation, depletion and amortization 110,075 104,284 469,388 417,112
General and administrative 10,991 6,049 34,943 32,040
Exploration 27
Loss (gain) on sale of assets 162,170 (1) 162,077 (17)
Total operating expenses 356,570 172,032 949,956 695,163
Operating income 298,806 102,739 900,774 163,032
Other income (expenses):
Gain (loss) from derivative financial instruments 195,378 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 taxes 445,972 118,890 (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:
Basic 231,972 231,377 231,633 215,194
Diluted 276,713 275,127 231,633 215,194

COMSTOCK RESOURCES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

As of December 31,
2021 2020
ASSETS
Cash and cash equivalents $ 30,663 $ 30,272
Accounts receivable 267,738 145,786
Derivative financial instruments 5,258 8,913
Other current assets 15,077 14,839
Total current assets 318,736 199,810
Property and equipment, net 4,007,146 4,084,550
Goodwill 335,897 335,897
Derivative financial instruments 661
Operating lease right-of-use assets 6,450 3,025
Other assets 40
$ 4,668,229 $ 4,623,983
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ 314,569 $ 259,284
Accrued costs 135,026 133,019
Operating leases 2,444 2,284
Derivative financial instruments 181,945 47,005
Total current liabilities 633,984 441,592
Long-term debt 2,615,235 2,517,149
Deferred income taxes 197,417 200,583
Derivative financial instruments 4,042 2,364
Long-term operating leases 4,075 740
Asset retirement obligation 25,673 19,290
Other non-current liabilities 24 492
Total liabilities 3,480,450 3,182,210
Mezzanine Equity:
Preferred stock 175,000 175,000
Stockholders' Equity:
Common stock 116,462 116,206
Additional paid-in capital 1,100,359 1,095,384
Accumulated earnings (deficit) (204,042) 55,183
Total stockholders' equity 1,012,779 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<br>December 31,
2021 2020 2021 2020
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 hedging 369,094 261,664 1,363,970 931,435
Oil sales 13,391 13,347 74,962 48,796
Oil hedging settlements (1) (2,588) 1,767 (8,077) 12,849
Total oil including hedging 10,803 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 transportation 34,344 29,159 130,940 106,582
Lease operating 26,317 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 margin 87 % 76 % 83 % 68 %
Hedged operating margin 78 % 76 % 78 % 73 %
Oil and Gas Capital Expenditures:
Proved property acquisitions $ 21,781 $ $ 21,781 $
Unproved property acquisitions 17,222 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 completion 6,966 6,966
Development drilling and completion 114,617 155,691 569,141 436,074
Other development costs 12,373 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<br>December 31,
2021 2020 2021 2020
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 <br>acquisition to fair value 2,659 5,811 12,621 22,112
(Gain) loss on sale of assets 162,170 (1) 162,077 (17)
Loss on early retirement of debt 352,599 861
Non-cash accretion from adjusting preferred stock issued in <br>acquisition to fair value 5,417
Impairment of unevaluated oil and gas properties 27
Adjustment to (provision for) benefit from income taxes 47,777 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 outstanding 276,713 275,127 275,663 278,554
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 taxes 85,571 36,967 11,403 (9,210)
Depreciation, depletion, and amortization 110,075 104,284 469,388 417,112
Exploration 27
Unrealized (gain) loss from derivative financial instruments (469,830) (80,158) 140,934 124,545
Stock-based compensation 1,508 1,730 6,799 6,464
Loss on early extinguishment of debt 352,599 861
(Gain) loss on sale of assets 162,170 (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<br>December 31,
2021 2020 2021 2020
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 amortization 110,075 104,284 469,388 417,112
Loss on early retirement of debt 352,599 861
Amortization of debt discount and issuance costs 4,116 9,807 21,703 34,038
Stock-based compensation 1,508 1,730 6,799 6,464
Exploration 27
(Gain) loss on sale of assets 162,170 (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 expenses 18,091 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<br>December 31,
--- --- --- --- --- --- --- --- ---
2021 2020 2021 2020
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 properties 138,099 138,099
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.