<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
--- THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
--- THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. 0-16741
COMSTOCK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 94-1667468
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5005 LBJ Freeway, Suite 1000, Dallas, Texas 75244
(Address of principal executive offices)
Telephone No.: (214) 701-2000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.
Yes X No
--- ---
<TABLE>
<CAPTION>
Date Shares
--------- ------------
<S> <C> <C>
Outstanding Common Stock ($0.50 par value) 8/14/95 12,578,168
</TABLE>
================================================================================
<PAGE> 2
COMSTOCK RESOURCES, INC.
QUARTERLY REPORT
FOR THE QUARTER ENDED JUNE 30, 1995
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE NO.
--------
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations -
Three Months and Six Months ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . 5
Consolidated Statement of Stockholders' Equity -
Six Months ended June 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Consolidated Statements of Cash Flows -
Six Months ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 7
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . 15
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
3
<PAGE> 4
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
-------------- --------------
1995 1994
-------------- --------------
(Unaudited)
<S> <C> <C>
Cash and Cash Equivalents $ 560,451 $ 3,425,248
Accounts Receivable:
Oil and gas sales 3,185,718 2,616,086
Gas marketing sales 5,150,642 5,558,418
Joint interest operations 668,567 619,063
Prepaid Expenses and Other 319,155 250,397
Inventory 87,150 93,728
-------------- --------------
Total current assets 9,971,683 12,562,940
-------------- --------------
Property and Equipment:
Oil and gas properties, successful efforts method 122,294,396 113,269,341
Other 1,307,974 1,371,517
Accumulated depreciation, depletion and amortization (40,351,084) (36,651,750)
-------------- --------------
Net property and equipment 83,251,286 77,989,108
-------------- --------------
Other Assets 1,121,713 1,018,665
-------------- --------------
$ 94,344,682 $ 91,570,713
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Portion of Long-term Debt $ 179,285 $ 7,009,864
Accounts Payable and Accrued Expenses 7,640,469 8,368,639
Accrued Natural Gas Purchases 2,070,520 3,120,114
-------------- --------------
Total current liabilities 9,890,274 18,498,617
-------------- --------------
Long-term Debt, less Current Portion 26,590,000 30,922,479
Deferred Revenue 430,000 -
Other Noncurrent Liabilities 1,336,267 944,860
Stockholders' Equity:
Preferred stock - $10.00 par, 5,000,000 shares authorized,
3,100,000 and 1,600,000 shares outstanding at
June 30, 1995 and December 31, 1994, respectively 31,000,000 16,000,000
Common stock - $.50 par, 30,000,000 shares authorized,
12,578,168 and 12,342,811 shares outstanding
at June 30, 1995 and December 31, 1994, respectively 6,289,084 6,171,406
Additional paid-in capital 37,100,673 36,523,602
Retained deficit (18,197,085) (17,375,095)
Less: Deferred compensation - restricted stock grants (94,531) (115,156)
-------------- --------------
Total stockholders' equity 56,098,141 41,204,757
-------------- --------------
$ 94,344,682 $ 91,570,713
============== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
---------------------------------- ------------------------------------
1995 1994 1995 1994
------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas sales $ 4,556,342 $ 4,581,240 $ 8,372,425 $ 8,849,923
Gas marketing sales 12,755,385 875,850 23,255,456 875,850
Gas gathering and processing 145,781 - 336,526 -
Other income 51,387 79,468 133,315 155,906
------------- -------------- --------------- --------------
Total revenues 17,508,895 5,536,558 32,097,722 9,881,679
------------- -------------- --------------- --------------
Expenses:
Oil and gas operating 1,282,251 1,472,220 2,767,351 2,915,268
Natural gas purchases 12,462,664 840,953 22,677,327 840,953
Gas gathering and processing 38,799 - 86,039 -
Depreciation, depletion and amortization 2,065,193 1,728,962 3,862,787 3,420,743
General and administrative, net 482,419 445,694 981,579 719,570
Interest 942,564 652,305 1,919,197 1,274,334
------------- -------------- --------------- --------------
Total expenses 17,273,890 5,140,134 32,294,280 9,170,868
------------- -------------- --------------- --------------
Income (loss) before income taxes 235,005 396,424 (196,558) 710,811
Provision for income taxes - - - -
------------- -------------- --------------- --------------
Net income (loss) 235,005 396,424 (196,558) 710,811
Preferred stock dividends 337,321 136,500 626,431 262,500
------------- -------------- --------------- --------------
Net income (loss) attributable to
common stock $ (102,316) $ 259,924 $ (822,989) $ 448,311
============= ============== =============== ==============
Net income (loss) attributable to common
stock per share $ (0.01) $ 0.02 $ (0.07) $ 0.04
============= ============== =============== ==============
Weighted average number of common and
common stock equivalent shares outstanding 12,478,302 12,270,972 12,412,040 12,309,791
============= ============== =============== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Six Months Ended June 30, 1995
(Unaudited)
<TABLE>
<CAPTION>
Additional
Preferred Common Paid-In Retained
Stock Stock Capital Deficit
------------ ------------ ------------ -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1994 $ 16,000,000 $ 6,171,406 $ 36,522,603 $(17,374,096)
Issuance of preferred stock 15,000,000 - - -
Issuances of common stock - 117,678 621,753 -
Stock issuance costs - - (43,683) -
Restricted stock grants - - - -
Net income (loss) attributable
to common stock - - - (822,989)
------------ ------------ ------------ ------------
Balance at June 30, 1995 $ 31,000,000 $ 6,289,084 $ 37,100,673 $(18,197,085)
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Deferred
Compensation-
Restricted
Stock Total
------------ ------------
<S> <C> <C>
Balance at December 31, 1994 $ (115,156) $ 41,204,757
Issuance of preferred stock - 15,000,000
Issuances of common stock - 739,431
Stock issuance costs - (43,683)
Restricted stock grants 20,625 20,625
Net income (loss) attributable
to common stock - (822,989)
------------- ------------
Balance at June 30, 1995 $ (94,531) $ 56,098,141
============= ============
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE> 7
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended June 30,
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (196,558) $ 710,811
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Compensation paid in common stock 133,625 20,625
Bad debt expense - 80,466
Depreciation, depletion and amortization 3,862,787 3,420,743
Deferred revenue 430,000 (561,463)
Amortization of discounts - 155,750
Gain on sales of property (18,035) (16,085)
------------ ------------
Working capital provided by operations 4,211,819 3,810,847
(Increase) decrease in accounts receivable (211,360) 212,660
(Increase) decrease in other current assets (62,180) 3,819
Decrease in accounts payable and accrued expenses (1,777,764) (3,051,026)
------------ ------------
Net cash provided by operating activities 2,160,515 976,300
------------ ------------
Cash flows from investing activities:
Proceeds from sales of properties 98,035 19,249
Payments received on notes receivable - 166,973
Capital expenditures (8,916,606) (8,277,653)
------------ ------------
Net cash used for investing activities (8,818,571) (8,091,431)
------------ ------------
Cash flows from financing activities:
Proceeds from preferred stock issuances 15,000,000 6,000,000
Proceeds from common stock issuances - 116,750
Stock issuance costs (43,683) (152,129)
Borrowings 7,403,139 5,083,966
Principal payments on debt (18,566,197) (2,900,565)
------------ ------------
Net cash provided by financing activities 3,793,259 8,148,022
------------ ------------
Net increase (decrease) in cash and cash equivalents (2,864,797) 1,032,891
Cash and cash equivalents, beginning of year 3,425,248 754,970
------------ ------------
Cash and cash equivalents, end of period $ 560,451 $ 1,787,861
============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE> 8
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1995 and 1994
(Unaudited)
(1) SIGNIFICANT ACCOUNTING POLICIES -
Basis of Presentation -
In management's opinion, the accompanying consolidated financial
statements contain all adjustments (consisting solely of normal recurring
adjustments) necessary to present fairly the financial position of Comstock
Resources, Inc. and subsidiaries (the "Company") as of June 30, 1995 and the
related results of operations for the three months and six months ended June
30, 1995 and 1994 and cash flows for the six months ended June 30, 1995 and
1994.
The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to those rules and regulations, although
the Company believes that the disclosures made are adequate to make the
information presented not misleading. These financial statements should be
read in conjunction with the Company's financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
The results of operations for the six months ended June 30, 1995 and 1994,
are not necessarily an indication of the results expected for the full year.
The Company periodically reviews the carrying value of its proved oil
and gas properties for impairment in value on a company-wide basis by comparing
the net capitalized costs of proved oil and gas properties with the
undiscounted future cash flows after income taxes attributable to proved oil
and gas properties. Under this policy, no impairment in carrying value has
been required during 1995 and 1994. However, in March 1995 the Financial
Accounting Standards Board issued Standard No. 121, "Accounting for the
Impairment of Long-Lived Assets." Beginning in 1996, this standard requires an
assessment of fair value of oil and gas properties to be performed using
certain groupings of property costs. Fair value is to be measured by market
value, if an active market exists. If the market value is not readily
determinable, discounted future net cash flows, after income taxes, are to be
used to estimate fair value. The adoption of this standard by the Company will
result in an impairment of the carrying value of the Company's oil and gas
properties ranging from $15 million to $20 million, primarily related to the
Texas Panhandle field properties.
Supplementary Information with Respect to the Statements of Cash Flows -
The Company paid cash for interest of $1,919,197 and $1,135,566 during the
six months ended June 30, 1995 and 1994, respectively. No cash for income
taxes was paid in the six months ended June 30, 1995 and 1994.
8
<PAGE> 9
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
The following is a summary of the significant noncash investing and
financing activities:
<TABLE>
<CAPTION>
For the Six Months
Ended June 30,
---------------------------------
1995 1994
--------------- --------------
<S> <C> <C>
Common stock issued for director compensation $ 113,000 $ 113,000
Common stock issued for preferred stock dividends $ 626,431 $ 262,500
</TABLE>
Earnings Per Share -
Net income (loss) attributable to common stock represents net income
(loss) less preferred stock dividend requirements of $337,321 and $136,500 for
the three months ended June 30, 1995 and 1994, respectively and $626,431 and
$262,500 for the six months ended June 30, 1995 and 1994, respectively. Net
income (loss) attributable to common stock per share is computed by dividing
net income (loss) attributable to common stock by the weighted average number
of common shares and common stock equivalents outstanding during each period.
Common stock equivalents include, when applicable, dilutive stock options and
warrants using the treasury stock method.
(2) OIL & GAS PROPERTY ACQUISITIONS -
On May 15, 1995, the Company closed an acquisition of producing offshore
oil and gas properties located in Louisiana State waters in the Gulf of Mexico.
The Company acquired interests in 14 oil and gas wells (3.5 net wells) for
$8,199,000. The effective date of the acquisition is November 1, 1994. The
Company's independent petroleum engineers estimate that the interests acquired
have remaining net proved oil and gas reserves of approximately 945,000 barrels
of oil and 926,000 thousand cubic feet ("Mcf") of natural gas as of June 30,
1995.
On July 31, 1995, the Company closed an acquisition of producing oil
and gas properties and natural gas gathering systems located in East Texas and
North Louisiana for $50.6 million. The Company acquired interests in 319 (188
net) oil and gas wells for $49.1 million. The effective date of the
acquisition is March 1, 1995. The Company's independent petroleum engineers
estimate that the interests being acquired by the Company have remaining net
proved oil and gas reserves of approximately 862,000 barrels of oil and 106
billion cubic feet of natural gas as of June 30, 1995. In addition, the
Company acquired the managing general partner interest and a 20.31% limited
partner interest in Crosstex Pipeline Partners, Ltd. as well as certain other
gas gathering systems primarily located in Harrison County, Texas for $1.5
million.
9
<PAGE> 10
COMSTOCK RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(3) LONG-TERM DEBT -
At June 30, 1995, the Company had $23,440,000 outstanding under a $50
million five year revolving credit agreement with two banks and $3 million
outstanding under a one year term loan with the banks. Amounts outstanding
under the bank credit facility bear interest at the agent bank's prime rate
plus 1 1/2% and cannot exceed a borrowing base determined semiannually by the
banks. The borrowing base at June 30, 1995 was $39,300,000 and reduces by
$740,000 each month until the next redetermination. The revolving credit
facility has a final maturity of October 1, 1998. Amounts outstanding under the
term loan bear interest at a fixed annual rate of 13% and are payable in full
on May 15, 1996.
On July 31, 1995, the Company's bank credit facility was amended to
provide a $100 million revolving credit facility and to provide a one year term
loan of $10 million. The Company refinanced the $3 million term loan and
borrowed an additional $50.5 million under the new credit facility, including
$10 million under the term loan, to finance a $50.6 million acquisition.
Amounts outstanding under the revolving credit facility bear interest at the
agent bank's prime rate plus 1 1/2% and are subject to the borrowing base. The
borrowing base as of July 31, 1995 for the revolving credit facility was
$70,000,000 and will reduce by $1,060,000 each month beginning September 1,
1995. Amounts outstanding under the term loan bear interest at the agent's
prime rate plus 4% and are payable in full on July 31, 1996.
(4) PREFERRED STOCK -
On June 16, 1995, the Board of Directors of the Company created a new
series of the Company's preferred stock ($10.00 par value) consisting of
1,500,000 shares designated as the Series 1995 Convertible Preferred Stock (the
"Series 1995 Preferred"). On June 19, 1995, the Company sold 1,500,000 shares
of the Series 1995 Preferred in a private placement for $15 million. The
Series 1995 Preferred bears quarterly dividends at the rate of 22 1/2c. on each
outstanding share (9% per annum of the par value). The Company can elect to
pay the dividends in cash or in shares of the Company's common stock.
On June 30, 2000 and on each June 30, thereafter, so long as any shares of
the Series 1995 Preferred are outstanding, the Company is obligated to redeem
300,000 shares of the Series 1995 Preferred at $10.00 per share plus accrued
and unpaid dividends. The mandatory redemption price may be paid either (i) in
cash or (ii) in shares of common stock, at the option of the Company. The
holders of the Series 1995 Preferred have the right, at their option, to
convert all or any part of such shares into shares of common stock of the
Company at any time at the initial conversion price of $5.25 per share of
common stock, subject to adjustment. The Company has the option to redeem the
shares of Series 1995 Preferred after providing the holders of the Series 1995
Preferred a specified rate of return on the initial purchase.
10
<PAGE> 11
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Financial Position -
Total assets at June 30, 1995 were $94.3 million as compared to total
assets at December 31, 1994 of $91.6 million. The increase in total assets
primarily relates to a $8.2 million oil and gas property acquisition closed in
May 1995 which was offset by the provision for depreciation, depletion and
amortization for the six months ended June 30, 1995.
On June 19, 1995, the Company sold 1,500,000 shares of a newly issued
preferred stock in a private placement for $15 million. The new series of
preferred stock bears quarterly dividends at the rate of 22 1/2c. on each
outstanding share (9% per annum of the par value). Proceeds from the preferred
stock sale were used to reduce amounts outstanding under the Company's bank
credit facility.
On July 31, 1995, the Company's bank credit facility was amended to
provide a $100 million revolving credit facility and to provide a one year term
loan of $10 million. The Company refinanced a $3 million term loan, which
matures on May 15, 1995, and borrowed an additional $50.5 million under the new
credit facility, including $10 million under the term loan, to finance an
acquisition of producing oil and gas properties and natural gas gathering
systems located in East Texas and North Louisiana for $50.6 million.
In March 1995, the Financial Accounting Standards Board issued Standard
No. 121, "Accounting for the Impairment of Long-Lived Assets." Beginning in
1996, this standard requires an assessment of fair value of oil and gas
properties to be performed using certain groupings of property costs. Fair
value is to be measured by market value, if an active market exists. If the
market value is not readily determinable, discounted future net cash flows,
after income taxes, are to be used to estimate fair value. The adoption of
this standard by the Company will result in an impairment of the carrying value
of the Company's oil and gas properties ranging from $15 million to $20
million, primarily related to the Texas Panhandle field properties.
Sources and Uses of Capital Resources -
During the six months ended June 30, 1995, the primary sources of funds
for the Company were proceeds from the preferred stock placement of $15
million, borrowings under the Company's bank credit facility of $7.3 million
and cash generated from operations of $4.2 million. Primary uses of funds for
the six months ended June 30, 1995 were capital expenditures and acquisitions
of $8.9 million, a reduction to trade accounts payable of $1.8 million and
principal payments on debt of $18.6 million.
11
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(continued)
RESULTS OF OPERATIONS
Earnings -
The Company reported net income of $235,000 for the three months ended
June 30, 1995, before preferred stock dividends of $337,000, as compared to net
income of $396,000, before preferred stock dividends of $137,000 for the three
months ended June 30, 1994. After the preferred stock dividends, the net loss
attributable to common stock per share for the second quarter of 1995 was 1c.
per share on weighted average shares of 12.5 million as compared to net income
per share of 2c. on weighted average shares of 12.3 million for the second
quarter of 1994. The Company reported a net loss of $197,000 for the six
months ended June 30, 1995, before preferred stock dividends of $626,000, as
compared to net income of $711,000, before preferred stock dividends of
$263,000, for the six months ended June 30, 1994. The net loss attributable to
common stock for the first half of 1995 was 7c. per share on weighted average
shares of 12.4 million as compared to net income attributable to common stock
of 4c. per share on weighted average shares of 12.3 million for the first half
of 1994.
Revenues -
Revenues for the six months ended June 30, 1995 were $32.1 million as
compared to $9.9 million in revenues for the same period in 1994. The increase
is attributable to gas marketing sales of $23.3 million in 1995. Oil and gas
sales for the first six months of 1995 were $8.4 million as compared to $8.8
million for the six months ended June 30, 1994. Oil production for the first
six months of 1995 was 142,500 barrels which was sold at an average price of
$17.37 per barrel as compared to 141,700 barrels sold at an average price of
$14.36 per barrel for the first six months of 1994. Gas production for the
first six months of 1995 increased to 3,403,000 thousand cubic feet ("Mcf")
which was sold at an average price of $1.73 per Mcf as compared to 3,285,000
Mcf sold at an average price of $2.07 per Mcf for the first six months of 1994.
Oil production and the average price received for the three months ended June
30, 1995 were 78,900 barrels and $18.09 per barrel, respectively, as compared
to oil production of 67,300 barrels and an average price of $15.72 per barrel
for the three months ended June 30, 1994. Gas production and the average price
received for the second quarter of 1995 were 1,767,000 Mcf, and $1.77 per Mcf,
respectively, as compared to gas production of 1,641,000 Mcf and an average
price of $2.14 per Mcf for the three months ended June 30, 1994.
Expenses -
Total expenses increased from $9.2 million for the six months ended June
30, 1994 to $32.3 million for the six months ended June 30, 1995. The increase
is primarily due to the cost of gas purchased for the Company's gas marketing
activities of $22.7 million and higher interest costs.
Oil and gas operating expenses for the six months ended June 30, 1995 were
$2.8 million, as compared to $2.9 million for the first six months of 1994.
Lifting costs per equivalent Mcf for the first six months of 1995 were 65c.
per equivalent Mcf as compared to 71c. per equivalent Mcf for the first six
months of 1994. Oil and gas operating costs for the three months ended June
30, 1995, were $1.3 million as compared to $1.5 million for the second quarter
of 1994.
12
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(continued)
Depreciation, depletion and amortization for the first six months of 1995
was $3.9 million as compared to $3.4 million for the first six months of 1994.
The increase relates to the higher oil and gas production in 1995 as well as a
higher depletion rate. Depletion and depreciation per equivalent unit of
production was 88c. per equivalent Mcf for the first six months of 1995 as
compared to 80c. per equivalent Mcf for the same period in 1994. Depreciation,
depletion and amortization for the second quarter of 1995 was $2.1 million
compared to $1.7 million in 1994's second quarter.
General and administrative expenses totaled $982,000 for the first six
months of 1995 as compared to general and administrative expenses of $720,000
for the same period in 1994. The increase relates to the gas marketing
operations which started in June 1994. General and administrative expenses for
the three months ended June 30, 1995 were $482,000 as compared to $446,000 for
1994's second quarter.
Interest expense for the first six months of 1995 was $1.9 millon as
compared to $1.3 million for the first six months of 1994. Interest expense for
the three months ended June 30, 1995 was $943,000 as compared to $652,000 for
the second quarter of 1994. The increases relate to an increase in debt
outstanding and an increase in interest rates in 1995.
13
<PAGE> 14
PART II - OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's annual meeting of stockholders was held on May 7, 1995. At
the meeting stockholders with 14,449,285 shares out of a total 15,873,471
entitled to vote (including 3,500,000 equivalent shares of common stock held by
the preferred stockholders) were represented. The stockholders elected
Franklin B. Leonard and Cecil E. Martin, Jr. to serve as Class A Directors of
the Company for a term of three years expiring in 1998 and until their
respective successors are duly qualified and elected.
Set forth below is a tabulation of votes with respect to each nominee for
Class A Director:
<TABLE>
<CAPTION>
Votes
Cast Votes
Name For Withheld Abstentions
-------------------------- ----------- -------- ------------
<S> <C> <C> <C>
Franklin B. Leonard 14,397,988 51,297 -
Richard S. Hickok 14,397,988 51,297 -
</TABLE>
Other Directors of the Company whose term of office as a Director continued
after the meeting are as follows:
<TABLE>
<CAPTION>
Class B Directors Class C Directors
------------------- -----------------
<S> <C>
M. Jay Allison Harold R. Logan
Herbert C. Pell III Richard S. Hickok
</TABLE>
In addition to electing directors, the stockholders of the Company also
voted upon and adopted the Company's Restated Articles of Incorporation and
voted upon and ratified the appointment of Arthur Andersen LLP to serve as the
Company's independent public accountants for 1995.
Set forth below is a tabulation of votes with respect to the proposal to
adopt the Restated Articles of Incorporation and ratify the appointment of the
Company's independent public accountants:
<TABLE>
<CAPTION>
Votes Votes
Cast Cast
Proposal For Against Abstentions
------------------------------------------- ---------- -------- -----------
<S> <C> <C> <C>
Adopt Restated Articles of Incorporation 13,796,821 128,977 523,487
Ratify Independent Public Accountants 14,391,506 34,204 23,575
</TABLE>
14
<PAGE> 15
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
27. Financial Data Schedule for the six months ended June 30,
1995.
b. Reports on Form 8-K
Current reports on Form 8-K filed during the second quarter of
1995 and to the date of this filing are as follows:
<TABLE>
<CAPTION>
Report Date Item Subject of Report
------------------- ----------- --------------------------------------
<S> <C> <C>
May 16, 1995 2 Acquisition of oil and gas properties and gas
gathering systems from Sonat Inc.
June 19, 1995 5 Issuance of Series 1995 Convertible Preferred Stock.
August 4, 1995 2 Amendment No. 1 to May 16, 1995 Report on Form 8-K.
</TABLE>
15
<PAGE> 16
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, thereunto duly authorized.
<TABLE>
<S> <C>
COMSTOCK RESOURCES, INC.
Date August 14, 1995 /s/M. JAY ALLISON
------------------------- ---------------------------------------------------
M. JAY ALLISON, President and
Chief Executive Officer
(Principal Executive Officer)
Date August 14, 1995 /s/ROLAND O. BURNS
------------------------- ---------------------------------------------------
ROLAND O. BURNS, Senior Vice President,
Chief Financial Officer, Secretary, and
Treasurer (Principal Financial and Accounting Officer)
</TABLE>
16
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
27 Financial Data Schedule for the six months
ended June 30, 1995.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 560,451
<SECURITIES> 0
<RECEIVABLES> 9,004,927
<ALLOWANCES> 0
<INVENTORY> 87,150
<CURRENT-ASSETS> 9,971,683
<PP&E> 123,602,370
<DEPRECIATION> (40,351,084)
<TOTAL-ASSETS> 94,344,682
<CURRENT-LIABILITIES> 9,890,274
<BONDS> 26,590,000
<COMMON> 25,098,141
21,000,000
10,000,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 94,344,682
<SALES> 31,964,407
<TOTAL-REVENUES> 32,097,722
<CGS> 22,677,327
<TOTAL-COSTS> 25,530,717
<OTHER-EXPENSES> 4,844,366
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,919,197
<INCOME-PRETAX> (196,558)
<INCOME-TAX> 0
<INCOME-CONTINUING> (196,558)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (822,989)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
