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):  February 24, 2015

COMSTOCK RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

STATE OF NEVADA	001-03262	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:

¨ 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))

Item 2.02                      Results of Operations and Financial Condition

On February 24, 2015, Comstock announced a revision to its previously reported net income for the quarter and year ended December 31, 2014 which is attached hereto as Exhibit 99.1.  The corrected results are a net loss of $58.3 million or $1.26 per share for the three months ended December 31, 2014 rather than $55.1 million of a net loss or $1.19 per share, as originally reported.  For the year ended December 31, 2014, the corrected results are a net loss of $57.1 million or 1.24¢ per share rather than $53.9 million of net income or $1.17 per share, as originally reported. The revised loss is due to reporting a lower income tax benefit in both periods to give effect to recognizing that a portion of certain state net operating loss carryforwards are not expected to be utilized before their expiration.

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. 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 February 24, 2015.

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:  February 24, 2015	By:	/s/ ROLAND O. BURNS
		Roland O. Burns
		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: Gary H. Guyton
	Director of Planning and Investor Relations
	Web Site: www.comstockresources.com

NEWS RELEASE

For Immediate Release

COMSTOCK RESOURCES, INC. REVISES

FOURTH QUARTER AND ANNUAL 2014

FINANCIAL RESULTS

FRISCO, TEXAS, February 24, 2015 – Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) today reported revised financial results for the quarter and year ended December 31, 2014.

Financial Results for the Three Months and Year ended December 31, 2014

Comstock revised the loss it previously announced to $58.3 million or $1.26 per share for the three months ended December 31, 2014.  The revised loss is due to reporting a lower income tax benefit of $26.1 million as compared to the previously announced benefit of $29.3 million.  The reduced tax benefit gives effect to recognizing that a portion of certain state net operating loss carryforwards are not expected to be able to be utilized before their expiration.  The previously reported net loss excluding unusual items remains unchanged at $8.7 million (19¢ per share) in 2014's fourth quarter.  For the year ended December 31, 2014, Comstock revised the net loss to $57.1 million, or $1.24 per share.  The year-end 2014 results excluding unusual items remains unchanged at a loss of $1.7 million (5¢ per share).

Comstock also announced that one of the financial covenants in its bank credit facility was recently amended such that the maximum ratio of total debt to EBITDAX was increased from 4:1 to 5:1 for 2015.  The Company expects to be in compliance with its bank credit facility financial covenants throughout 2015.

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 and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana.  The Company's stock is traded on the New York Stock Exchange under the symbol CRK.

COMSTOCK RESOURCES, INC.

OPERATING RESULTS

(In thousands, except per share amounts)

	Three Months Ended December 31, 2014						Year Ended December 31, 2014
	As Revised			As Previously Reported			As Revised			As Previously Reported
Revenues:
Oil sales	$	80,487		$	80,487		$	389,770		$	389,770
Natural gas sales		32,129			32,129			165,461			165,461
Total revenues		112,616			112,616			555,231			555,231
Operating expenses:
Production taxes		5,360			5,360			23,797			23,797
Gathering and transportation		2,858			2,858			12,897			12,897
Lease operating		15,384			15,384			60,283			60,283
Exploration		7,954			7,954			19,403			19,403
Depreciation, depletion and amortization		94,885			94,885			378,275			378,275
General and administrative		6,469			6,469			32,379			32,379
Impairment of oil and gas properties		59,997			59,997			60,268			60,268
Total operating expenses		192,907			192,907			587,302			587,302
Operating loss		(80,291	)		(80,291	)		(32,071	)		(32,071	)
Other income (expenses):
Gain from derivative financial instruments		10,938			10,938			8,175			8,175
Other income		214			214			727			727
Interest expense		(15,272	)		(15,272	)		(58,631	)		(58,631	)
Total other income (expenses)		(4,120	)		(4,120	)		(49,729	)		(49,729	)
Loss before income taxes		(84,411	)		(84,411	)		(81,800	)		(81,800	)
Benefit from income taxes		26,140			29,344			24,689			27,893
Net loss	$	(58,271	)	$	(55,067	)	$	(57,111	)	$	(53,907	)
Net loss per share:
Basic	$	(1.26	)	$	(1.19	)	$	(1.24	)	$	(1.17	)
Diluted	$	(1.26	)	$	(1.19	)	$	(1.24	)	$	(1.17	)
Dividends per common share	$	0.125		$	0.125		$	0.50		$	0.50
Weighted average shares outstanding:
Basic		46,306			46,306			46,547			46,547
Diluted		46,306			46,306			46,547			46,547

COMSTOCK RESOURCES, INC.

OPERATING RESULTS

(In thousands)

	Three Months Ended December 31, 2014						Year Ended December 31, 2014
	As Revised			As Previously Reported			As Revised			As Previously Reported
OPERATING CASH FLOW:
Net income (loss)	$	(58,271	)	$	(55,067	)	$	(57,111	)	$	(53,907	)
Reconciling items:
Deferred income taxes		(26,164	)		(29,368	)		(24,677	)		(27,881	)
Depreciation, depletion and amortization		94,885			94,885			378,275			378,275
Impairment of oil and gas properties		59,997			59,997			60,268			60,268
Dry hole costs, rig termination fees and lease impairments		7,554			7,554			19,003			19,003
Gain on derivative financial instruments		(10,938	)		(10,938	)		(8,175	)		(8,175	)
Cash settlements of derivative financial instruments		14,847			14,847			9,145			9,145
Amortization of debt discount, premium and issuance costs		957			957			4,097			4,097
Stock-based compensation		2,855			2,855			10,697			10,697
Operating cash flow from continuing operations		85,722			85,722			391,522			391,522
Excess income taxes from stock-based compensation		(32	)		(32	)		1,055			1,055
Decrease in accounts receivable		22,478			22,478			2,221			2,221
Increase in other current assets		(5,805	)		(5,805	)		(7,366	)		(7,366	)
Increase (decrease) in accounts payable and accrued expenses		(30,362	)		(30,362	)		13,552			13,552
Net cash provided by operating activities	$	72,001		$	72,001		$	400,984		$	400,984
EBITDAX:
Net loss from continuing operations	$	(58,271	)	$	(55,067	)	$	(57,111	)	$	(53,907	)
Interest expense		15,272			15,272			58,631			58,631
Benefit from income taxes		(26,140	)		(29,344	)		(24,689	)		(27,893	)
Depreciation, depletion and amortization		94,885			94,885			378,275			378,275
Exploration		7,954			7,954			19,403			19,403
Impairment of oil and gas properties		59,997			59,997			60,268			60,268
(Gain) loss on derivative financial instruments		(10,938	)		(10,938	)		(8,175	)		(8,175	)
Cash settlements of derivative financial instruments		14,847			14,847			9,145			9,145
Stock-based compensation		2,855			2,855			10,697			10,697
Total EBITDAX	$	100,461		$	100,461		$	446,444		$	446,444

	As of
	December 31, 2014
	As Revised		As Previously Reported
BALANCE SHEET DATA:
Cash and cash equivalents	$	2,071	$	2,071
Other current assets		59,146		59,146
Property and equipment, net		2,198,169		2,198,169
Other		14,951		14,951
Total assets	$	2,274,337	$	2,274,337
Current liabilities	$	162,171	$	162,171
Long-term debt		1,070,445		1,070,445
Deferred income taxes		154,547		151,343
Other non-current liabilities		16,902		16,902
Stockholders' equity		870,272		873,476
Total liabilities and stockholders' equity	$	2,274,337	$	2,274,337