8-K

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): August 3, 2006

COMSTOCK RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

STATE OF NEVADA	000-16741	94-1667468
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

On August 3, 2006, Comstock Resources, Inc. (“Comstock”) announced financial results for the three months and six months ended June 30, 2006. A copy of the press release announcing Comstock’s earnings results for three months and six months ended June 30, 2006 is attached hereto as Exhibit 99.1.

The earnings press release contains financial measures and other statistics 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. Operating cash flow is presented in the earnings release because management believes it to be useful to investors. EBITDAX is presented in the earnings release because management believes that 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. The non-GAAP financial measures described above 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.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1 Press Release dated August 3, 2006.

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, thereunto duly authorized.

		COMSTOCK RESOURCES, INC.
Dated: August 3, 2006	By:	/s/ M. JAY ALLISON
		M. Jay Allison
		President and Chief Executive Officer

EX-99.1

5300 Town and Country Blvd., Suite 500

Frisco, Texas 75034

Telephone: (972) 668-8800

Contact: Roland O. Burns

Sr. Vice President and Chief Financial Officer

Web Site: www.comstockresources.com

NEWS RELEASE

 

For Immediate Release

COMSTOCK RESOURCES, INC. REPORTS

SECOND QUARTER 2006 FINANCIAL AND OPERATING RESULTS

FRISCO, TEXAS, August 3, 2006 — Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) today reported financial and operating results for the quarter and six months ended June 30, 2006. As of June 30, 2006, Comstock owns 29,935,761 shares of Bois d'Arc Energy, Inc. (NYSE: BDE) ("Bois d'Arc"), which represents 48% of the shares that Bois d'Arc has outstanding. The Company accounts for its investment in Bois d'Arc in 2006 using the equity method. Financial results for 2005 include proportionate consolidation of Comstock's 60% ownership in Bois d'Arc Energy, LLC, the predecessor to Bois d'Arc through May 9, 2005 and Comstock's equity in the earnings of Bois d'Arc based upon its 48% share ownership following Bois d'Arc's initial public offering.

Financial Results for the Three Months and Six Months Ended June 30, 2006

Comstock reported net income of $15.6 million or 36¢ per diluted share for the three months ended June 30, 2006 as compared to a net loss of $10.9 million or 27¢ per diluted share in the same quarter of 2005. Results for the second quarter of 2006 include a $7.9 million loss on the pending sale of the Company's Kentucky properties, a $1.3 million unrealized gain on derivative financial instruments and a $1.1 million increase in the quarter's tax provision to reflect deferred income taxes related to a recently enacted business tax in Texas. Without these items Comstock would have reported net income of $21.0 million or 48¢ per diluted share in the second quarter. Excluding the one time adjustments to reflect Bois d'Arc's conversion to a corporation and initial public offering, Comstock's 2005 net income would have been $12.7 million or 30¢ per diluted share for the three months ended June 30, 2005. Sales from Comstock's onshore operations increased by 15% to $64.6 million in the three months ended June 30, 2006 from $56.0 million in the same period last year. Comstock generated $43.2 million in operating cash flow (before changes in working capital accounts) in 2006's second quarter, which represents a 9% decrease over 2005's second quarter cash flow of $47.3 million. EBITDAX or earnings before interest, taxes, depreciation, depletion, amortization, exploration expense and other noncash expenses was $48.1 million in 2006's second quarter as compared to 2005's second quarter EBITDAX of $53.8 million. On May 10, 2005, Comstock began accounting for its interest in Bois d'Arc under the equity method and subsequent to that date no longer is including its share of Bois d'Arc's revenues, EBITDAX and cash flow in its consolidated results.

For the six months ended June 30, 2006, Comstock's onshore oil and gas sales of $134.5 million increased $34.6 million or 35% from onshore oil and gas sales of $99.8 million for the same period last year. Net income for the six months ended June 30, 2006 was $45.2 million, or $1.04 per diluted share, as compared to net income of $5.0 million or 12¢ per diluted share in 2005. Net income for the six months ended June 30, 2006 includes the loss on the pending sale of the Kentucky properties, an unrealized gain of $10.1 million on derivative financial instruments and the impact of the new Texas business tax. Without these items, Comstock would have reported net income of $44.9 million or $1.03 per diluted share. Excluding the one time adjustments to reflect Bois d'Arc's conversion to a corporation and its initial public offering, Comstock's net income for the six months ended June 30, 2005 would have been $28.6 million, or 72¢ per diluted share. Operating cash flow (before changes in working capital accounts) generated by Comstock was $90.4 million for the first six months of 2006 as compared to cash flow of $93.9 million for the same period in 2005. For the six months ended June 30, 2006, EBITDAX was $100.2 million as compared to EBITDAX of $108.8 million for the same period in 2005.

Production from Comstock's onshore properties in the second quarter of 2006 totaled 9.0 Bcf equivalent of natural gas ("Bcfe"), a 7% increase from 2005's second quarter production of 8.4 Bcfe. For the first six months of 2006, Comstock produced 17.7 Bcfe from its onshore operations, an increase of 16% as compared to production in the same period of 2005 of 15.3 Bcfe. During the second quarter of 2006, the Company's share of offshore production from its ownership interest in Bois d'Arc of 3.5 Bcfe was unchanged from last year's production.

The Company's realized natural gas price from its onshore operations averaged $6.72 per Mcf in 2006's second quarter as compared to $6.55 per Mcf in 2005's second quarter. Realized oil prices from its onshore operations in the second quarter of 2006 averaged $58.47 per barrel as compared to $45.63 per barrel for 2005. For the first six months of 2006, Comstock's realized natural gas price from its onshore operations averaged $7.26 per Mcf as compared to $6.37 per Mcf in the same period in 2005. For the first six months of 2006, Comstock's realized oil price from its onshore operations was $56.12 per barrel as compared to $46.30 per barrel in 2005.

As of June 30, 2006, Comstock's total debt remained unchanged from year end 2005 at $243.0 million. Comstock's total stockholders equity has increased from $380.9 million at the end of 2005 first quarter to $634.2 million at June 30, 2006.

Six Months 2006 Drilling Results

Comstock also announced the results to date of its 2006 drilling program. In the first half of 2006 Comstock has drilled 50 wells (32.3 net). Forty-eight of the fifty wells drilled which were successful, resulting in a drilling success rate of 96%. At June 30, 2006 Comstock had six wells which were drilling.

During the first six months of 2006, Comstock drilled 30 wells (21.8 net) in its East Texas and North Louisiana region. All of these wells were successful development wells. These wells have been tested at a per well average rate of 1.5 Mmcfe per day. Four additional wells were drilling at June 30, 2006. These wells are part of Comstock's 96 well Cotton Valley drilling program planned in this region for 2006. Comstock is ramping up activity in this region by adding additional drilling rigs. Comstock currently has six operated rigs drilling in its East Texas/North Louisiana region and expects delivery of an additional three rigs over the next several months.

In South Texas, Comstock drilled four successful wells (1.3 net) which had an average per well initial production rate of 5.9 Mmcfe per day. Comstock had two wells drilling in South Texas at June 30, 2006. Comstock drilled six wells, (4.4 net) in its Mid Continent region, five (3.4 net) were successful, one (1.0 net) was a dry hole. Comstock drilled four wells (3.8 net) in its Laurel field in Mississippi. Three of these wells were completed at an average initial production rate of 86 barrels per day. Six wells (1.0 net) were drilled in the San Juan Basin in New Mexico. Five wells (.8 net) were successful, and one well (.2 net) was a dry hole.

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 that 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 a growing independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas, Louisiana and the Gulf of Mexico. The Company's stock is traded on the New York Stock Exchange under the symbol CRK.

COMSTOCK RESOURCES, INC.

CONSOLIDATED OPERATING RESULTS

(In thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Oil and gas sales	$	64,571		$	68,529		$	134,462		$	138,351
Operating expenses:
Oil and gas operating		13,200			12,879			27,055			26,066
Exploration		—			15,201			344			17,286
Depreciation, depletion and amortization		16,568			15,979			32,860			33,332
Loss on disposal of assets		7,934			—			7,934			—
General and administrative, net		4,592			3,769			9,486			7,957
Total operating expenses		42,294			47,828			77,679			84,641
Income from operations		22,277			20,701			56,783			53,710
Other income (expenses):
Other income		48			32			102			136
Interest income		172			459			340			1,207
Interest expense		(4,537	)		(4,719	)		(8,943	)		(10,517	)
Equity in earnings (loss) of Bois d'Arc		7,088			(61,225	)		15,315			(61,225	)
Gain on sale of stock by Bois d'Arc		—			28,797			—			28,797
Gain (loss) on derivatives		1,303			7			9,428			(3,231	)
Total other income (expenses)		4,074			(36,649	)		16,062			(44,833	)
Income before income taxes		26,351			(15,948	)		72,845			8,877
Provision for income taxes		(10,768	)		5,070			(27,628	)		(3,867	)
Net income (loss)	$	15,583		$	(10,878	)	$	45,217		$	5,010
Net income (loss) per share:
Basic	$	0.37		$	(0.27	)	$	1.07		$	0.13
Diluted	$	0.36		$	(0.27	)(1)	$	1.04		$	0.12
Weighted average common and common stock equivalent shares outstanding:
Basic		42,077			39,762			42,070			37,393
Diluted		43,521			39,762	(1)		43,481			39,570
(1)Basic and diluted are the same due to the net loss.

COMSTOCK RESOURCES, INC.

CONSOLIDATED OPERATING RESULTS

(In thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Cash flow from operations:
Net cash provided by operating activities	$	39,230		$	59,130		$	92,037		$	98,833
Excess tax benefit from stock based compensation		725			—			922			—
Increase (decrease) in accounts receivable		720			1,128			(8,668	)		(2,719	)
Increase (decrease) in other current assets		2,925			(966	)		142			4
Decrease (increase) in accounts payable and       accrued expenses		(424	)		(11,957	)		5,961			(2,245	)
Cash flow from operations	$	43,176		$	47,335		$	90,394		$	93,873
EBITDAX:
Net income (loss)	$	15,583		$	(10,878	)	$	45,217		$	5,010
Interest expense		4,537			4,719			8,943			10,517
Income tax expense		10,768			(5,070	)		27,628			3,867
Depreciation, depletion and amortization		16,568			15,979			32,860			33,332
Loss on disposal of assets		7,934			—			7,934			—
Equity in earnings (loss) of Bois d'Arc Energy		(7,088	)		61,225			(15,135	)		61,225
Gain on sale of stock by Bois d'Arc Energy		—			(28,797	)		—			(28,797	)
Stock-based compensation		1,067			1,383			2,551			3,178
Exploration expense		—			15,201			344			17,286
Unrealized (gain) loss on derivatives		(1,303	)		(7	)		(10,131	)		3,231
EBITDAX	$	48,066		$	53,755		$	100,211		$	108,849

	As of June 30,
	2006		2005
Balance Sheet Data:
Cash and cash equivalents	$	671	$	3,034
Other current assets		40,052		33,032
Property and equipment, net		752,181		666,616
Investment in Bois d'Arc Energy		267,269		240,770
Other		10,858		5,382
Total assets	$	1,071,031	$	948,834
Current liabilities	$	51,086	$	49,191
Long-term debt		243,000		307,000
Other		142,732		100,455
Stockholders' equity		634,213		492,188
Total liabilities and stockholders' equity	$	1,071,031	$	948,834

COMSTOCK RESOURCES, INC.

OPERATING RESULTS

($ In thousands, except per unit amounts)

	For the Three Months Ended June 30, 2006						For the Three Months ended June 30, 2005
	Onshore(1)		Offshore(2)		Combined(3)		Onshore(1)		Offshore(2)		Combined(3)
Oil production (thousand barrels)		237		166		403		204		192		396
Gas production (million cubic feet — Mmcf)		7,549		2,502		10,051		7,135		2,316		9,451
Total production (Mmcfe)		8,969		3,496		12,465		8,356		3,468		11,824
Oil sales	$	13,847	$	11,481	$	25,328	$	9,286	$	9,528	$	18,814
Gas sales		50,724		17,101		67,825		46,743		16,398		63,141
Total oil and gas sales	$	64,571	$	28,582	$	93,153	$	56,029	$	25,926	$	81,955
Average oil price (per barrel)	$	58.47	$	69.31	$	62.85	$	45.63	$	49.63	$	47.51
Average gas price (per thousand cubic feet — Mcf)	$	6.72	$	6.84	$	6.75	$	6.55	$	7.08	$	6.68
Average price (per Mcf equivalent)	$	7.20	$	8.18	$	7.47	$	6.70	$	7.48	$	6.93
Lifting cost	$	13,200	$	5,668	$	18,868	$	10,795	$	4,397	$	15,192
Lifting cost (per Mcf equivalent)	$	1.47	$	1.62	$	1.51	$	1.29	$	1.27	$	1.28
Oil and Gas Capital Expenditures	$	43,126	$	32,530	$	75,656	$	224,259	$	17,500	$	241,759
	For the Six Months Ended June 30, 2006						For the Six Months ended June 30, 2005
	Onshore(1)		Offshore(2)		Combined(3)		Onshore(1)		Offshore(2)		Combined(3)
Oil production (thousand barrels)		465		318		783		293		402		695
Gas production (million cubic feet — Mmcf)		14,918		4,931		19,849		13,547		4,741		18,288
Total production (Mmcfe)		17,709		6,837		24,546		15,306		7,153		22,459
Oil sales	$	26,112	$	20,753	$	46,865	$	13,574	$	19,526	$	33,100
Gas sales		108,350		37,479		145,829		86,248		32,429		118,677
Total oil and gas sales	$	134,462	$	58,232	$	192,694	$	99,822	$	51,955	$	151,777
Average oil price (per barrel)	$	56.12	$	65.31	$	59.85	$	46.30	$	48.58	$	47.63
Average gas price (per thousand cubic feet — Mcf)	$	7.26	$	7.60	$	7.35	$	6.37	$	6.84	$	6.49
Average price (per Mcf equivalent)	$	7.59	$	8.52	$	7.85	$	6.52	$	7.26	$	6.76
Lifting cost	$	27,055	$	11,633	$	38,688	$	19,367	$	9,012	$	28,379
Lifting cost (per Mcf equivalent)	$	1.53	$	1.70	$	1.58	$	1.27	$	1.26	$	1.26
Oil and Gas Capital Expenditures	$	92,282	$	54,806	$	147,088	$	247,848	$	39,982	$	287,830
(1) Includes the onshore results of operations of Comstock Resources, Inc.
(2) Includes Comstock's proportionate share of Bois d'Arc Energy, Inc.'s financial and operating results which we account for under the equity method after May 10, 2005.
(3)Includes the combined results of Comstock's onshore and Comstock's share of Bois d'Arc Energy, Inc.'s operations.

COMSTOCK RESOURCES, INC.

REGIONAL ONSHORE OPERATING RESULTS

($ In thousands, except per unit amounts)

	For the Three Months ended June 30, 2006									For the Three Months Ended June 30, 2005
	East Texas/ North Louisiana		Southeast Texas		Other		Total Onshore			East Texas/ North Louisiana		Southeast Texas			Other		Total Onshore
Oil production (thousand barrels)		31		33		173		237			22		43			139		204
Gas production (million cubic feet — Mmcf)		4,325		1,102		2,122		7,549			3,314		1,678			2,143		7,135
Total production (Mmcfe)		4,513		1,302		3,154		8,969			3,443		1,938			2,975		8,356
Oil sales	$	1,991	$	2,274	$	9,582	$	13,847		$	1,120	$	2,192		$	5,974	$	9,286
Gas sales		28,299		7,954		14,471		50,724			21,425		11,915			13,403		46,743
Total oil and gas sales	$	30,290	$	10,228	$	24,053	$	64,571		$	22,545	$	14,107		$	19,377	$	56,029
Average oil price (per barrel)	$	64.23	$	68.91	$	55.39	$	58.47		$	50.91	$	50.98		$	42.98	$	45.63
Average gas price (per thousand cubic feet — Mcf)	$	6.54	$	7.22	$	6.82	$	6.72		$	6.46	$	7.10		$	6.25	$	6.55
Average price (per Mcf equivalent)	$	6.71	$	7.86	$	7.63	$	7.20		$	6.55	$	7.28		$	6.51	$	6.70
Lifting cost(1)	$	5,758	$	2,124	$	5,318	$	13,200	(1)	$	5,056	$	1,983		$	3,756	$	10,795	(1)
Lifting cost (per Mcf equivalent)	$	1.28	$	1.63	$	1.69	$	1.47		$	1.47	$	1.02		$	1.26	$	1.29
Oil and Gas Capital Expenditures:
Acquisitions	$	850	$	—	$	—	$	850		$	118,240	$	—		$	73,333	$	191,573
Leasehold costs		47		5		557		609			265		283			220		768
Exploratory drilling		—		—		—		—			—		4,717			525		5,242
Development drilling		26,557		—		11,814		38,371			18,080		34			5,561		23,675
Other development		1,676		90		1,530		3,296			2,773		(166	)		395		3,002
Total	$	29,130	$	95	$	13,901	$	43,126		$	139,358	$	4,868		$	80,034	$	224,260

(1) Includes production taxes of $2,847 and $2,997 for the three months ended June 30, 2006 and 2005, respectively.

	For the Six Months ended June 30, 2006									For the Six Months Ended June 30, 2005
	East Texas/ North Louisiana		Southeast Texas		Other		Total Onshore			East Texas/ North Louisiana		Southeast Texas		Other		Total Onshore
Oil production (thousand barrels)		60		70		335		465			40		86		167		293
Gas production (million cubic feet — Mmcf)		8,568		2,353		3,997		14,918			5,924		3,535		4,088		13,547
Total production (Mmcfe)		8,930		2,774		6,005		17,709			6,163		4,052		5,091		15,306
Oil sales	$	3,731	$	4,529	$	17,852	$	26,112		$	1,953	$	4,243	$	7,378	$	13,574
Gas sales		61,065		18,119		29,166		108,350			36,947		23,587		25,714		86,248
Total oil and gas sales	$	64,796	$	22,648	$	47,018	$	134,462		$	38,900	$	27,830	$	33,092	$	99,822
Average oil price (per barrel)	$	62.18	$	64.70	$	53.29	$	56.12		$	48.83	$	49.34	$	44.18	$	46.30
Average gas price (per thousand cubic feet — Mcf)	$	7.13	$	7.70	$	7.30	$	7.26		$	6.24	$	6.67	$	6.29	$	6.37
Average price (per Mcf equivalent)	$	7.26	$	8.16	$	7.83	$	7.59		$	6.31	$	6.87	$	6.50	$	6.52
Lifting cost(2)	$	11,684	$	4,262	$	11,109	$	27,055	(2)	$	8,639	$	4,082	$	6,647	$	19,367	(2)
Lifting cost (per Mcf equivalent)	$	1.31	$	1.54	$	1.85	$	1.53		$	1.40	$	1.01	$	1.31	$	1.27
Oil and Gas Capital Expenditures:
Acquisitions	$	912	$	—	$	—	$	912		$	118,240	$	—	$	73,333	$	191,573
Leasehold costs		234		5		1,314		1,553			265		294		942		1,501
Exploratory drilling		—		75		—		75			—		11,280		1,343		12,623
Development drilling		48,657		—		29,165		77,822			27,321		413		7,656		35,390
Other development		8,317		90		3,513		11,920			5,105		140		1,516		6,761
Total	$	58,120	$	170	$	33,992	$	92,282		$	150,931	$	12,127	$	84,790	$	247,848

(2) Includes production taxes of $6,306 and $4,872 for the six months ended June 30, 2006 and 2005, respectively.