##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  FORM 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF
    1934For the fiscal year ended
    December 31, 2005oro

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934   Commission File No. 001-32494
  BOIS dARC ENERGY,
    INC.
 (Exact name of registrant as
    specified in its charter)
  NEVADA

20-1268553(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)   600 Travis Street, Suite 5200, Houston, TX 77002
 (Address of principal executive
    offices including zip code)
  (713) 228-0438
 (Registrants telephone
    number and area code)
    Common Stock, $.01 Par
    Value(Title of
    class)

New York Stock Exchange(Name of exchange on
    which registered)   None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K. þ
  Rule 12b-2
  o o þ
  Rule 12b-2).  Yes o þ
      DOCUMENTS INCORPORATED BY REFERENCE




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##### 



BOIS
    dARC ENERGY, INC.
  ANNUAL
    REPORT ON
    FORM 10-K
   For the Fiscal Year Ended December 31, 2005
  CONTENTS
  Item



PagePart ICautionary
    Note Regarding Forwarding Looking Statements


2Definitions


31. and 2.

Business and
    Properties


51A.

Risk Factors


191B.

Unresolved Staff
    Comments


303.

Legal
    Proceedings


304.

Submission of
    Matters to a Vote of Security Holders


30Part II5.

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


316.

Selected Financial
    Data


327.

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


337A.

Quantitative and
    Qualitative Disclosures About Market Risks


458.

Financial
    Statements and Supplementary Data


459.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


469A.

Controls and
    Procedures


469B.

Other
    Information


46Part III10.

Directors and
    Executive Officers of the Registrant


4611.

Executive
    Compensation


4712.

Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


4713.

Certain
    Relationships and Related Transactions


4714.

Principal
    Accountant Fees and Services


47Part IV15.

Exhibits and
    Financial Statement Schedules


47SubsidiariesConsent of Ernst & Young LLPConsent of Lee Keeling and Associates, Inc.Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906   1




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##### Table of Contents



CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS    
    the potential for future of undiscovered reserves;
    the availability of exploration and development opportunities;
    amount, nature and timing of capital expenditures;
    amount and timing of future production of oil and natural gas;
    the number of anticipated wells to be drilled after the date
    hereof;
    our financial or operating results;
    cash flow and anticipated liquidity;
    operating costs such as finding and development costs, lease
    operating expenses, administrative costs and other expenses;
    our business strategy; and
    other plans and objectives for future operations.    
    the risks described in the Risk Factors and
    elsewhere in this report;
    the timing and success of our drilling activities;
    the volatility of prices and supply of, and demand for, oil and
    natural gas;
    the numerous uncertainties inherent in estimating quantities of
    oil and natural gas reserves and actual future production rates
    and associated costs;
    our ability to successfully identify, execute or effectively
    integrate future acquisitions;
    the usual hazards associated with the oil and natural gas
    industry, including fires, well blowouts, pipe failure, spills,
    explosions and other unforeseen hazards;
    our ability to effectively market our oil and natural gas;
    the availability of rigs, equipment, supplies and personnel;
    our ability to discover or acquire additional reserves;
    our ability to satisfy future capital requirements;
    changes in regulatory requirements;
    general economic and competitive conditions;
    our ability to retain key members of our senior management and
    key employees; and
    continued hostilities in the Middle East and other sustained
    military campaigns and acts of terrorism or sabotage. 2




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DEFINITIONS  The following are abbreviations and definitions of terms
    commonly used in the oil and gas industry and this report.
    Natural gas equivalents and crude oil equivalents are determined
    using the ratio of six Mcf to one barrel. All references to
    us, our, we or Bois
    dArc mean Bois dArc Energy, Inc., including as
    the successor to Bois dArc Energy, LLC and where
    applicable, its consolidated subsidiaries.
  Bbl
  Bcf
  Bcfe
  Completion
  Condensate
  Development well
  Dry hole
  Exploratory well
  Gross
  MBbls
  MBbls/d
  Mcf
  Mcfe
  MMBbls
  MMcf
  MMcf/d
  MMcfe
  Net
  Net production
  Oil
  Operator
  Proved developed reserves
  Proved developed non-producing
 3




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Proved developed producing
  Proved reserves
  Proved undeveloped reserves
  PV 10 Value
  Recompletion
  Reserve life
  Reserve replacement
  Royalty
  3-D
    seismic
  Working interest
  Workover
 4




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PART I  ITEMS 1.
    and 2.
    BUSINESS
    AND PROPERTIES  General
      Strengths
  Experienced Management and Technical Team.
  Substantial Drilling Inventory.
  Operational Capabilities.
  Technical Approach. 3-D
  Strong Balance Sheet.
  Business
    Strategy
    Grow Through Exploration.
  Focus on the Gulf of Mexico Shelf.
 5




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Generate Prospects Internally. 3-D
  Pursue Leasehold Acquisitions.
  Operate Core Properties.
  
    exercise greater control over the cost, timing and scope of our
    activities;
    more effectively utilize our platforms, processing facilities,
    flowlines and pipelines; and
    maintain a lower cost structure.  Exploit Existing Reserves. 3-D
  Maintain Flexible Capital Expenditure
    Budget.
 6




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##### Table of Contents



Primary
    Operating Areas
    Net Oil


Net Gas








PV 10(MBbls)


(MMcf)


MMcfe


%


Value(1)


%(in thousands)Ship Shoal 111 and the
    Ship Shoal 113 Unit


6,566



64,136



103,530



32
%

$
601,677



31
%South Pelto 5 and South Timbalier
    9, 11 and 16


2,110



27,419



40,082



12
%


256,335



13
%Ship Shoal 66, 67, 68, 69 and
    South Pelto 1


3,669



10,225



32,239



10
%


175,193



9
%Ship Shoal 99, 107, 109 and 110


384



23,855



26,162



8
%


166,778



9
%Vermilion 51 and South Marsh
    Island 220


185



21,749



22,857



7
%


162,560



8
%South Timbalier 29, 30 and 38


1,091



9,149



15,698



5
%


98,446



5
%South Timbalier 34 and 50 and
    South Pelto 14 and 15


1,311



7,236



15,099



5
%


69,934



4
%Vermilion 87, 122 and 127


811



10,099



14,966



5
%


100,322



5
%South Pelto 22


1,195



6,045



13,212



4
%


52,488



3
%Ship Shoal 134, 135 and 146






11,667



11,667



4
%


86,803



5
%Other


2,208



14,406



27,655



9
%


157,498



8
%Total


19,530



205,986



323,167



100
%


1,928,034



100
%Discounted Future Income Taxes


(645,609
)Standardized Measure of Discounted
    Future Net Cash Flows

$
1,282,425     (1)
    
    The PV 10 Value excludes future
    income taxes related to the future net cash flows. The
    standardized measure of future net cash flows represents the
    present value of future cash flows attributable to our proved
    oil and natural gas reserves after income tax discounted at 10%.    Ship
    Shoal 111 and the Ship Shoal 113 Unit
   7




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South
    Pelto 5 and South Timbalier 9, 11, 16
    Ship
    Shoal 66, 67, 68, 69 and South Pelto 1
    Ship
    Shoal 99, 107, 109 and 110
    Vermilion
    51 and South Marsh Island 220
    South
    Timbalier 29, 30 and 38
   8




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South
    Timbalier 34 and 50 and South Pelto 14 and 15
    Vermilion
    87, 122 and 127
    South
    Pelto 22
    Ship
    Shoal 134, 135 and 146
   9




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##### Table of Contents



Oil and
    Natural Gas Reserves
    Oil


Gas


Total


PV 10
    Value(1)(MBbls)


(MMcf)


(MMcfe)


(In thousands)Proved Developed Producing


4,409



43,310



69,766


$
437,419Proved Developed Non-producing


10,907



132,529



197,970



1,183,423Proved Undeveloped


4,214



30,147



55,431



307,192Total Proved


19,530



205,986



323,167


$
1,928,034Discounted Future Income Taxes


(645,609
)Standardized Measure of Discounted
    Future
    Net Cash
    Flows(1)

$
1,282,425     (1)
    
    The PV 10 Value represents the
    discounted future net cash flows attributable to our proved oil
    and gas reserves before income tax, discounted at 10%. Although
    it is a non-GAAP measure, we believe that the presentation of
    the PV 10 Value is relevant and useful to our investors because
    it presents the discounted future net cash flows attributable to
    our proved reserves prior to taking into account corporate
    future income taxes and our current tax structure. We use this
    measure when assessing the potential return on investment
    related to our oil and gas properties. The standardized measure
    of discounted future net cash flows represents the present value
    of future cash flows attributable to our proved oil and natural
    gas reserves after income tax, discounted at 10%.     10




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Drilling
    Activity Summary
    Year Ended
    December 31,2003


2004


2005Gross


Net


Gross


Net


Gross


NetExploratory Wells:Oil


1



.4



4



3.2



2



1.5Gas


10



7.4



5



3.8



8



6.4Dry










5



3.1



1



0.611



7.8



14



10.1



11



8.5Development Wells:Oil










1



1.0



3



3.0Gas


7



4.7



9



7.1



6



5.2Dry


















2



2.07



4.7



10



8.1



11



10.2Total Wells


18



12.5



24



18.2



22



18.7     Producing
    Well Summary
    Oil


GasGross


Net


Gross


NetOffshore:Louisiana


6



4.8



2



1.1Texas










2



.8Federal


28



13.4



29



20.3Total


34



18.2



33



22.2    11




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Acreage
    Developed


Undeveloped


TotalGross


Net


Gross


Net


Gross


NetOffshore:Louisiana


6,085



5,021



2,289



2,289



8,374



7,310Texas


320



204











320



204Federal


196,896



138,294



146,149



146,149



343,045



284,443Total


203,301



143,519



148,438



148,438



351,739



291,957     Expires in 2006


10
%Expires in 2007


7
%Expires in 2008


31
%Expires in 2009


33
%Expires in 2010


19
%100
%     Markets
    and Customers
      Regulation
  General.
 12




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Regulation and transportation of natural
    gas.
        ultra vires
   13




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##### Table of Contents



Federal leases.
        Oil and Natural Gas Liquids Transportation
    Rates.
  cost-of-service
 14




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Environmental regulations.
       15




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and/or
    and/or
  Right-to-Know
 16




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Regulation of oil and natural gas exploration and
    production.
  State Regulation.
  Competition
    Office
    and Operations Facilities
  (713) 228-0438.
  Employees
   17




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Directors,
    Executive Officers and Other Management
    Name

Age

PositionM. Jay Allison


50


Chairman of the Board of DirectorsWayne L. Laufer


60


Chief Executive Officer and
    DirectorGary W. Blackie


57


President and DirectorRoland O. Burns


46


Senior Vice President, Chief
    Financial Officer, Secretary and DirectorJohn L. Duvieilh


45


DirectorD. Michael Harris


59


DirectorDavid K. Lockett


51


DirectorCecil E. Martin, Jr


64


DirectorDavid W. Sledge


49


Director   Executive
    Officers
    Mr. Allison
  Mr. Laufer
  Mr. Blackie
  Mr. Burns
 18




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Outside
    Directors
  Mr. Duvieilh
  Dr. Harris
  Mr. Lockett
  Mr. Martin
  Mr. Sledge
  Available
    Information
  (713) 228-0438. 1-800-SEC-0330. Form 10-K, Form 10-Q, Form 8-K
  ITEM 1A.
    RISK
    FACTORS   19




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Risks
    Relating to the Oil and Natural Gas Industry and Our
    Business
  A
    substantial or extended decline in oil and natural gas prices
    may adversely affect our business, financial condition, cash
    flow, liquidity or results of operations and our ability to meet
    our capital expenditure obligations and financial commitments
    and to implement our business strategy.
    
    the domestic and foreign supply of oil and natural gas;
    the price and quantity of imports of crude oil and natural gas;
    political conditions and events in other oil-producing and
    natural gas-producing countries, including embargoes, continued
    hostilities in the Middle East and other sustained military
    campaigns, and acts of terrorism or sabotage;
    the actions of the Organization of Petroleum Exporting
    Countries, or OPEC;
    domestic government regulation, legislation and policies;
    the level of global oil and natural gas inventories;
    weather conditions;
    technological advances affecting energy consumption;
    the price and availability of alternative fuels; and
    overall economic conditions.    
    our revenues, profitability and cash flow from operations;
    the value of our proved oil and natural gas reserves;
    the economic viability of certain of our drilling prospects;
    our borrowing capacity; and
    our ability to obtain additional capital.    Prospects
    that we decide to drill may not yield oil or natural gas in
    commercially viable quantities or quantities sufficient to meet
    our targeted rate of return.
   20




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and/or
  We are
    vulnerable to operational, regulatory and other risks associated
    with the Gulf of Mexico, including the effects of adverse
    weather conditions such as hurricanes, because we currently
    explore and produce exclusively in that area.
    
    adverse weather conditions, including hurricanes and tropical
    storms;
    delays or decreases in production, the availability of
    equipment, facilities or services;
    delays or decreases in the availability of capacity to
    transport, gather or process production; and
    changes in the regulatory environment.      We
    need to replace our reserves at a faster rate than companies
    whose reserves have longer production periods. Our failure to
    replace our reserves would result in decreasing reserves and
    production over time.
   21




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We
    plan to conduct exploration, development and production
    operations on the deep shelf of the Gulf of Mexico, which
    presents greater operating and financial risks than conventional
    shelf operations.
  and/or
  We
    plan to pursue acquisitions as part of our growth strategy and
    there are risks in connection with acquisitions.
      
    recoverable reserves;
    exploration potential;
    future oil and natural gas prices;
    operating costs; and
    potential environmental and other liabilities.     22




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Our
    business involves many uncertainties and operating risks that
    can prevent us from realizing profits and can cause substantial
    losses.
      
    unusual or unexpected geological formations;
    fires;
    explosions;
    blow-outs and surface cratering;
    uncontrollable flows of natural gas, oil and formation water;
    natural disasters, such as hurricanes, tropical storms and other
    adverse weather conditions;
    pipe, cement, subsea well or pipeline failures;
    casing collapses;
    mechanical difficulties, such as lost or stuck oil field
    drilling and service tools;
    abnormally pressured formations; and
    environmental hazards, such as natural gas leaks, oil spills,
    pipeline ruptures and discharges of toxic gases.    
    injury or loss of life;
    severe damage to and destruction of property, natural resources
    and equipment;
    pollution and other environmental damage;
    clean-up
    responsibilities;
    regulatory investigation and penalties;
    suspension of our operations; and
    repairs to resume operations.  We
    have limited operating history as a stand-alone entity and might
    not be able to operate our business or implement our operating
    strategy successfully.
   23




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Our
    historical financial information may have limited
    relevance.
    
    our general and administrative expense would have been higher in
    periods prior to our initial public offering due to increased
    public company compliance costs, audit and legal expenses and
    other general and administrative expenses;
    our interest expense would have been lower due to decreased debt
    outstanding upon the contribution of $262.5 million of our
    debt to equity at our formation and by the repayment of
    borrowings from Comstock Resources, Inc. with the proceeds of
    our initial public offering; and
    our income tax expense would have been higher as a result of our
    being a corporation during all periods.  We
    operate in a highly competitive industry, and our failure to
    remain competitive with our competitors, many of which have
    greater resources than we do, could adversely affect our results
    of operations.
    Our
    competitors may use superior technology that we may be unable to
    afford or which would require costly investment by us in order
    to compete.
    Our
    bank credit facility has substantial restrictions and financial
    covenants, which may reduce our operating
    flexibility.
    
    borrow additional money;
    merge, consolidate or dispose of assets;
    make certain types of investments;
    enter into transactions with our affiliates; and
    pay dividends and distributions. 24




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Substantial
    exploration and development activities could require significant
    outside capital, which could dilute the value of our common
    stock and restrict our activities. Also, we may not be able to
    obtain needed capital or financing on satisfactory terms, which
    could lead to a limitation of our future business opportunities
    and a decline in our oil and natural gas reserves.
    If oil
    and natural gas prices decrease, we may be required to
    write-down the carrying values
    and/or the
    estimates of total reserves of our oil and natural gas
    properties, which would constitute a non-cash charge to earnings
    and adversely affect our results of operations.
    Our
    reserve estimates depend on many assumptions that may turn out
    to be inaccurate. Any material inaccuracies in our reserve
    estimates or underlying assumptions will materially affect the
    quantities and present value of our reserves.
   25




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Three
    of our field areas comprise approximately 54% of the PV 10 Value
    of our total proved reserves. If our reserve estimates in these
    areas turn out to be inaccurate, there may be a material adverse
    effect on our financial condition.
    If we
    are unsuccessful at marketing our oil and natural gas at
    commercially acceptable prices, our profitability will
    decline.
    
    the availability and capacity of gathering systems and pipelines;
    federal and state regulation of production and transportation;
    changes in supply and demand; and
    general economic conditions.    Our
    customer base is concentrated and the loss of any of our key
    customers could therefore adversely affect our financial
    results.
    Market
    conditions or operational impediments may hinder our access to
    oil and natural gas markets or delay our
    production.
   26




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We
    depend on our key management personnel and the loss of either of
    these individuals could have a material adverse effect on our
    operations.
    The
    unavailability or high cost of drilling rigs, equipment,
    supplies, personnel and oil field services could adversely
    affect our ability to execute our exploration and development
    plans on a timely basis and within our budget.
    Our
    insurance coverage may not be sufficient or may not be available
    to cover some liabilities or losses that we may
    incur.
    We are
    subject to extensive governmental laws and regulations that may
    adversely affect the cost, manner or feasibility of doing
    business.
    
    lease permit restrictions;
    drilling bonds and other financial responsibility requirements,
    such as plug and abandonment bonds;
    spacing of wells;
    unitization and pooling of properties;
    safety precautions; 27




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
    regulatory requirements; and
    taxation.    
    personal injuries;
    property and natural resource damages;
    well reclamation costs; and
    governmental sanctions, such as fines and penalties.    Compliance
    with MMS regulations could significantly delay or curtail our
    operations or require us to make material expenditures, all of
    which could have a material adverse effect on our financial
    condition or results of operations.
    Our
    operations may incur substantial liabilities to comply with
    environmental laws and regulations.
    
    require the acquisition of a permit before drilling commences;
    restrict the types, quantities and concentration of substances
    that can be released into the environment in connection with
    drilling and production activities;
    limit or prohibit drilling activities on certain lands lying
    within wilderness, wetlands and other protected areas; and
    impose substantial liabilities for pollution resulting from our
    operations.    
    the assessment of administrative, civil and criminal penalties;
    the incurrence of investigatory or remedial obligations; and
    the imposition of injunctive relief.   28




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Provisions
    of our articles of incorporation, bylaws and Nevada law will
    make it more difficult to effect a change in control of us,
    which could adversely affect the price of our common
    stock.
    
    allowing for authorized but unissued shares of common and
    preferred stock;
    a classified board of directors;
    requiring special stockholder meetings to be called only by our
    chairman of the board, our chief executive officer, a majority
    of the board or the holders of at least 10% of our outstanding
    stock entitled to vote at a special meeting;
    requiring advance notice procedures with respect to stockholder
    proposals and director nominations;
    requiring removal of directors by a supermajority stockholder
    vote;
    prohibiting cumulative voting in the election of
    directors; and
    Nevada control share laws that may limit voting rights in shares
    representing a controlling interest in us.    Risks
    Related to Our Relationship With Comstock
  As
    long as Comstock owns a substantial amount of our outstanding
    common stock, Comstock will have significant influence over
    matters to be submitted to our stockholders for approval. This
    ownership may adversely affect the value of our common stock and
    inhibit potential changes of control.
    
    the composition of our board of directors and, through it, any
    determination with respect to our business direction and
    policies, including the appointment and removal of officers;
    incentive compensation, which may affect our ability to retain
    key employees;
    mergers or other business combinations;
    our acquisition or disposition of assets;
    a takeover by a third party;
    our financing decisions and capital raising activities;
    payment of dividends on our common stock; and
    amendments to our articles of incorporation or bylaws.   29




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Certain
    of our executive officers and directors face conflicts of
    interest relating to the positions they hold with other
    entities, which could be resolved in a manner adverse to us and
    harm our business.
    
    the allocation of new investments between us and Comstock;
    the allocation of time and resources between us and Comstock;
    financing decisions made by us and Comstock; and
    the terms of the services agreement with Comstock.  case-by-case
  Comstock
    is not prohibited from competing with us, which could adversely
    affect our ability to succeed.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   30




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.    High


Low2005 


First Quarter

$



$
Second
    Quarter(1)


15.61



11.50Third Quarter


17.66



13.40Fourth Quarter


18.00



13.58     (1)
    
    May 6, 2005 to June 30,
    2005.          Number of options



Weighted averagegranted and

Weighted average

remaining life

Number of optionsExercise price

outstanding

exercise price

(years)

exercisable$
6.00  $15.55



3,105,000


$
6.84



8.6



560,000  31




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Statement
    of Operations Data:
  Combined Bois dArc Energy
    Predecessors


Bois dArc EnergyPeriod


Period fromfrom


InceptionJanuary 1,


(July 16,


Year2004 to


2004) to


EndedYear Ended
    December 31,


July 15,


December 31,


December 31,2001


2002


2003


2004


2004


2005(Amounts in thousands except per
    share data)Oil and gas sales

$
96,695


$
76,067


$
133,450


$
70,341


$
72,721


$
184,436Operating expenses:Oil and gas
    operating(1)


15,151



14,725



22,290



15,233



16,602



37,089Exploration


10,782



5,458



800



2,676



12,040



16,794Depreciation, depletion and
    amortization


34,535



32,490



44,285



22,831



21,761



42,854Impairment


2,850







500











590General and administrative, net


2,788



2,600



3,481



1,450



2,641



9,331Total operating expenses


66,106



55,273



71,356



42,190



53,044



106,658Income from operations


30,589



20,794



62,094



28,151



19,677



77,778Other income (expenses):Interest income


479



81



154



75



74



222Interest expense


(14,855
)


(10,818
)


(9,580
)


(4,453
)


(2,665
)


(3,775
)Formation costs


















(1,838
)


Loss on disposal of assets






















(89
)Income before income taxes


16,213



10,057



52,668



23,773



15,248



74,136Provision for income taxes






















(125,808
)Net income before cumulative effect
    of change in accounting principle


16,213



10,057



52,668



23,773



15,248



(51,672
)Cumulative effect of change in
    accounting principle










(739
)










Net income

$
16,213


$
10,057


$
51,929


$
23,773


$
15,248


$
(51,672
)Income (loss) per share (unit):Basic

















$
0.30


$
(0.89
)Diluted

















$
0.30


$
(0.89
)Weighted average common and common
    stock equivalent shares (units) outstanding:Basic


















50,000



57,909Diluted(2)


















50,485



57,909Pro forma computation related to
    conversion to a corporation for income tax purposes:Income before income taxes

$
16,213


$
10,057


$
52,668


$
23,773


$
15,248


$
74,136Pro forma provision for income taxes


(5,675
)


(3,520
)


(18,434
)


(8,321
)


(5,807
)


(26,914
)Pro forma net income

$
10,538


$
6,537


$
34,234


$
15,452


$
9,441


$
47,222Pro forma income (loss) per share
    (unit):Basic

















$
0.19


$
0.82Diluted

















$
0.19


$
0.79Weighted average common and common
    stock equivalent shares (units) outstanding:Basic


















50,000



57,909Diluted


















50,485



59,655     (1)
    
    Includes lease operating costs and
    production and ad valorem taxes.(2)
    
    Diluted same as basic in 2005 due
    to the loss. 32




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##### Table of Contents



Balance
    Sheet Data:
  Combined Bois dArc Energy
    Predecessors


Bois dArc EnergyAs of
    December 31,


As of
    December 31,2001


2002


2003


2004


2005(In thousands)Cash and cash equivalents

$
7,044


$
12,311


$
22,019


$
2,416


$
12,043Property and equipment, net


305,401



348,004



413,412



511,477



661,931Total assets


324,394



377,170



461,693



530,583



712,902Bank debt


12,500



14,000



10,500







69,000Payable to Comstock
    Resources(1)


273,681



299,864



311,706



148,066



Stockholders equity


9,683



19,132



64,949



319,485



419,206     (1)
    
    Payable to Comstock Resources of
    our predecessors represents advances made to Comstock Offshore
    by Comstock to fund Comstock Offshores acquisition,
    development and exploration activities. Interest expense has
    been included in the combined financial statements on the
    advances made to Comstock Offshore based on Comstocks
    average interest costs under its bank credit facility. Payable
    to Comstock Resources of Bois dArc Energy, LLC represents
    advances made to us by Comstock in connection with our formation.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS    Overview
  Our Business.
  3-D 3-D
 33




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##### Table of Contents























Our Predecessors. 3-D


34



---



##### Table of Contents



3-D




Our Formation.




Comparability
    of Results














35



---



##### Table of Contents



Results
    of Operations
    Bois dArcCombined Bois dArc
    Energy


EnergyPredecessors


Period fromPeriod from


Inception





Bois dArcJanuary 1,


(July 16,


Combined


EnergyYear Ended


2004 to


2004) to


Year Ended


Year EndedDecember 31,


July 15,


December 31,


December 31,


December 31,2003


2004


2004


2004


2005(In thousands, except per unit
    amounts)Revenues:Oil and gas sales

$
133,450


$
70,341


$
72,721


$
143,062


$
184,436Expenses:Oil and gas
    operating(1)

$
22,290


$
15,233


$
16,602


$
31,835


$
37,089Exploration

$
800


$
2,676


$
12,040


$
14,716


$
16,794Depreciation, depletion and
    amortization

$
44,285


$
22,831


$
21,761


$
44,592


$
42,854Net Production Data:Oil (MBbls)


1,461



832



779



1,611



1,155Natural gas (MMcf)


15,231



6,267



5,908



12,175



14,896Natural gas equivalent (MMcfe)


23,994



11,260



10,578



21,838



21,825Average Sales Price:Oil ($/Bbl)

$
31.03


$
36.50


$
44.45


$
40.36


$
52.88Natural gas ($/Mcf)

$
5.79


$
6.38


$
6.45


$
6.41


$
8.28Average equivalent price ($/Mcfe)

$
5.56


$
6.25


$
6.87


$
6.55


$
8.45Expenses ($ per
    Mcfe):Oil and gas
    operating(1)

$
0.93


$
1.35


$
1.57


$
1.46


$
1.70Depreciation, depletion and
    amortization(2)

$
1.84


$
2.02


$
2.04


$
2.04


$
1.95     (1)
    
    Includes lease operating costs and
    production and ad valorem taxes.(2)
    
    Represents depreciation, depletion
    and amortization of oil and gas properties only.  Year
    Ended December 31, 2005 Compared to Year Ended
    December 31, 2004
  Oil and gas sales.
  Oil and gas operating expenses.
 36




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##### Table of Contents



Impairment.
  Exploration expense. 3-D 3-D
  Depreciation, depletion and amortization.
  General and administrative expenses.
  Interest expense.
  Income taxes.
  Net income.
  Year
    Ended December 31, 2004 Compared to Year Ended
    December 31, 2003
  Oil and gas sales.
 37




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##### Table of Contents



Oil and gas operating expenses.
  Exploration expense. 3-D 3-D
  Depreciation, depletion and amortization.
  General and administrative expenses.
  Interest expense.
  Net income.
  Liquidity
    and Capital Resources
   38




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##### Table of Contents



Bois dArcCombined Bois dArc
    Energy


EnergyPredecessors


Period fromPeriod from


Inception





Bois dArcJanuary 1,


(July 16,


Combined


EnergyYear Ended


2004 to


2004) to


Year Ended


Year EndedDecember 31,


July 15,


December 31,


December 31,


December 31,2003


2004


2004


2004


2005(In thousands)Acquisitions of proved oil and gas
    properties

$
4,613


$
715


$



$
715


$
Acquisitions of unproved oil and
    gas properties


1,438



2,049



120



2,169



4,968Exploration and development
    expenditures(1)


92,792



80,509



59,003



139,512



182,594Other


131







580



580



2,209Total

$
98,974


$
83,273


$
59,703


$
142,976


$
189,771     (1)
    
    Excludes geological and geophysical
    expenses which are not capitalized.     39




---



##### Table of Contents



2006


2007


2008


2009


2010


Thereafter


Total(In thousands)Bank credit facility

$



$



$



$
69,000


$



$



$
69,000Interest on debt obligations


3,892



3,892



3,892



1,396











13,072Operating leases


377



383



388



402



412



560



2,522Contracted drilling services


32,974























32,974Acquisition of seismic data


3,867























3,867$
41,110


$
4,275


$
4,280


$
70,798


$
412


$
560


$
121,435       one-to-one
     40




---



##### Table of Contents



Critical
    Accounting Policies
      Presentation of combined financial
    statements.
  Successful efforts accounting.
  Oil and natural gas reserve quantities.
 41




---



##### Table of Contents



Impairment of oil and gas properties.
  Accounting for asset retirement
    obligations.
  Federal Taxation.
  Stock-Based Compensation.
   42




---



##### Table of Contents



Valuation of Privately-Held-Company Equity
    Securities Issued as Compensation
       43




---



##### Table of Contents



44




---



##### Table of Contents



New accounting standards.
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS  Oil and
    Natural Gas Prices
    Interest
    Rates
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  pages F-1 F-23
 45




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation of disclosure controls and
    procedures. Rule 13a-15(b) Rule 13a-15(e)) Form 10-K.
  Changes in internal control over financial
    reporting. Rule 13a-15(f)
  ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT    Code of Ethics. (713) 228-0438.
 46




---



##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (a) Financial Statements:
    Report of Independent Registered
    Public Accounting Firm


F-2Consolidated Balance Sheets as of
    December 31, 2004 and 2005


F-3Combined Statements of Operations
    for the Year Ended December 31, 2003 and the period from
    January 1, 2004 to July 15, 2004 and Consolidated
    Statements of Operations for the period from Inception
    (July 16, 2004) to December 31, 2004 and the Year
    Ended December 31, 2005


F-4Combined Statement of Changes in
    Equity for the Year Ended December 31, 2003, Consolidated
    Statement of Changes in Members Equity for the Year Ended
    December 31, 2004 and Consolidated Statement of Changes in
    Members and Stockholders Equity for the Year Ended
    December 31, 2005


F-5Combined Statements of Cash Flows
    for the Year Ended December 31, 2003 and the period from
    January 1, 2004 to July 15, 2004 and Consolidated
    Statements of Cash Flows for the period from Inception
    (July 16, 2004) to December 31, 2004 and the Year
    Ended December 31, 2005


F-6Notes to Combined and Consolidated
    Financial Statements


F-7    47




---



##### Table of Contents



(b) Exhibits:



The exhibits to this report required to be filed pursuant to
    Item 15 (b) are listed below. Exhibit No.

Description2
.1

Contribution Agreement, dated as
    of July 16, 2004, by and among Bois dArc Energy, LLC,
    Bois dArc Properties, LP, Bois dArc Resources, Ltd.,
    Wayne L. Laufer, Gary W. Blackie, Haro Investments LLC, Comstock
    Offshore, LLC, Comstock Resources, Inc. and such other persons
    listed on the signature pages thereto (incorporated by reference
    to Exhibit 10.2 to Comstock Resources, Inc.s
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004 (File
    No. 0-16741)).3
.1

Articles of Incorporation
    (incorporated by reference to Exhibit 3.1 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2005).3
.2

Bylaws (incorporated by reference
    to Exhibit 3.5 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.3

Articles of Organization of Bois
    dArc Energy, LLC (incorporated by reference to
    Exhibit 3.1 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.4

Amended and Restated Operating
    Agreement, dated as of August 23, 2004 to be effective
    July 16, 2004, of Bois dArc Energy, LLC (incorporated
    by reference to Exhibit 3.2 to our Registration Statement
    on
    Form S-1
    (File
    No. 333-119511)).3
.5

First Amendment, dated as of
    September 29, 2004, to the Amended and Restated Operating
    Agreement of Bois dArc Energy, LLC (incorporated by
    reference to Exhibit 3.3 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.6

Second Amendment, dated as of
    January 26, 2005, to the Amended and Restated Operating
    Agreement of Bois dArc Energy, LLC (incorporated by
    reference to Exhibit 3.6 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.7

Third Amendment, effective as of
    July 16, 2004, to the Amended and Restated Operating
    Agreement of Bois dArc Energy, LLC (incorporated by
    reference to Exhibit 3.7 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.8

Fourth Amendment, dated as of
    April 13, 2005, to the Amended and Restated Operating
    Agreement of Bois dArc Energy, LLC (incorporated by
    reference to Exhibit 3.8 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.9

Fifth Amendment, effective as of
    July 16, 2004, to the Amended and Restated Operating
    Agreement of Bois dArc Energy, LLC (incorporated by
    reference to Exhibit 3.9 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).4
.1

Specimen Stock Certificate of
    Common Stock (incorporated by reference to Exhibit 4.3 to
    our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10
.1#

Amended and Restated Long-Term
    Incentive Plan of Bois dArc Energy, Inc. (incorporated by
    reference to Exhibit 10.2 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10
.2#

Form of Option Agreement under the
    Bois dArc Energy, Inc. Long-Term Incentive Plan
    (incorporated by reference to Exhibit 99.1 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2005).10
.3#

Form of Restricted Stock Agreement
    under the Bois dArc Energy, Inc. Long-Term Incentive Plan
    (incorporated by reference to Exhibit 99.2 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2005).10
.4#

Employment Agreement, dated as of
    July 16, 2004, between Bois dArc Energy, LLC and Gary
    W. Blackie (incorporated by reference to Exhibit 10.3 to
    our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10
.5#

Employment Agreement, dated as of
    July 16, 2004, between Bois dArc Energy, LLC and
    Wayne L. Laufer (incorporated by reference to Exhibit 10.4
    to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10
.6

Credit Agreement dated
    May 11, 2005 between Bois dArc Energy, Inc., and the
    Bank of Nova Scotia as Administrative Agent and Issuing Bank,
    Calyon New York Branch, as Syndication Agent, AmSouth Bank as
    Documentation Agent and the other lenders (incorporated by
    reference to Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005). 48




---



##### Table of Contents



Exhibit No.

Description10
.7

Loan Agreement, dated as of
    July 16, 2004, by and between Comstock Resources, Inc., as
    lender, and Bois dArc Energy, LLC, Bois dArc
    Properties, LP, and Bois dArc Offshore, Ltd., as borrower
    (incorporated reference to Exhibit 10.4 to Comstock
    Resources, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004 (File
    No. 0-16741)).10
.8

Services Agreement, dated as of
    July 16, 2004, between Comstock Resources, Inc. and Bois
    dArc Energy, LLC (incorporated by reference to
    Exhibit 10.3 to Comstock Resources, Inc.s Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2004 (File No.
    0-16741)).10
.9

Lease Agreement dated
    December 1, 2004 between Texas Tower Limited and Bois
    dArc Energy, LLC (incorporated by reference to
    Exhibit 10.8 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).21
*

List of Subsidiaries.23
.1*

Consent of Ernst & Young
    LLP.23
.2*

Consent of Lee Keeling and
    Associates, Inc.31
.1*

Chief Executive Officer
    certification under Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2*

Chief Financial Officer
    certification under Section 302 of the Sarbanes-Oxley Act
    of 2002.32
.1+

Chief Executive Officer
    certification under Section 906 of the Sarbanes-Oxley Act
    of 2002.32
.2+

Chief Financial Officer
    certification under Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Filed herewith.+
    
    Furnished herewith.#
    
    Management contract or compensatory
    plan document. 49




---



##### Table of Contents



SIGNATURES
      By:
    /s/  WAYNE
    L. LAUFER          /s/  M.
    JAY ALLISONM.
    Jay Allison

Chairman of the Board of Directors

March 16, 2006/s/  WAYNE
    L. LAUFERWayne
    L. Laufer

Chief Executive Officer and
    Director (Principal Executive Officer)

March 16, 2006/s/  GARY
    W. BLACKIEGary
    W. Blackie

President and Director

March 16, 2006/s/  ROLAND
    O. BURNSRoland
    O. Burns

Senior Vice President, Chief
    Financial Officer, Secretary, Treasurer and Director (Principal
    Financial and Accounting Officer)

March 16, 2006/s/  JOHN
    L. DUVIEILHJohn
    L. Duvieilh

Director

March 16, 2006/s/  D.
    MICHAEL HARRISD.
    Michael Harris

Director

March 16, 2006/s/  DAVID
    K. LOCKETTDavid
    K. Lockett

Director

March 16, 2006/s/  CECIL
    E. MARTIN, JR.Cecil
    E. Martin, Jr.

Director

March 16, 2006/s/  DAVID
    W. SLEDGEDavid
    W. Sledge

Director

March 16, 2006  50




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##### Table of Contents



INDEX
  Report of
    Independent Registered Public Accounting Firm


F-2Consolidated
    Balance Sheets as of December 31, 2004 and 2005


F-3Combined Statements
    of Operationsfor the Year Ended December 31, 2003 and
    the period from January 1, 2004 to July 15, 2004 and
    Consolidated Statements of Operations for the period from
    Inception (July 16, 2004) to December 31, 2004
    and the Year Ended December 31, 2005


F-4Combined Statement
    of Changes in Equity for the Year Ended December 31,
    2003, Consolidated Statement of Changes in Members Equity
    for the Year Ended December 31, 2004 and Consolidated
    Statement of Changes in Members and Stockholders
    Equity for the Year Ended December 31, 2005


F-5Combined Statements
    of Cash Flowsfor the Year Ended December 31, 2003 and
    the period from January 1, 2004 to July 15, 2004 and
    Consolidated Statements of Cash Flows for the period from
    Inception (July 16, 2004) to December 31, 2004
    and the Year Ended December 31, 2005


F-6Notes to Combined
    and Consolidated Financial Statements


F-7  F-1




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          Accounting for Asset Retirement Obligations
      F-2




---



##### Table of Contents



BOIS
    dARC ENERGY, INC
  CONSOLIDATED
    BALANCE SHEETS
 As of
    December 31, 2004 and 2005
  December 31,2004


2005(In thousands)ASSETSCash and cash equivalents

$
2,416


$
12,043Accounts receivable:Oil and gas sales


9,140



25,520Joint interest operations


5,558



8,364Other current assets


1,476



4,245Total current assets


18,590



50,172Oil and gas properties, using
    successful efforts accounting:Proved properties


291,227



299,947Unproved properties


8,566



13,533Wells and related equipment and
    facilities


444,403



620,777Accumulated depreciation,
    depletion and amortization


(233,243
)


(274,434
)Net oil and gas properties


510,953



659,824Other property and equipment, net
    of accumulated depreciation of $1,436 and $875 at
    December 31, 2004 and 2005, respectively


524



2,107Other assets


516



799$
530,583


$
712,902LIABILITIES AND
    EQUITYAccounts payable


20,103



48,005Accrued expenses


14,676



18,401Total current liabilities


34,779



66,406Bank credit facility






69,000Payable to Comstock Resources


148,066



Deferred income taxes payable






123,256Reserve for future abandonment
    costs


28,253



35,034Commitments and contingenciesStockholders and
    members equity:Class A Units,
    10,000 units outstanding at December 31, 2004


10



Class B Units,
    50,000,000 units outstanding at December 31, 2004


304,227



Common stock, $0.01 par,
    100,000,000 shares authorized, 64,155,000 outstanding at
    December 31, 2005






642Additional paid-in capital






454,988Retained earnings (deficit)


15,248



(36,424
)Total stockholders equity


319,485



419,206$
530,583


$
712,902    F-3




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
    BOIS dARC ENERGY PREDECESSORS
  COMBINED STATEMENTS OF OPERATIONS
 For the Year Ended December 31, 2003 and the Period
    from January 1, 2004 to July 15, 2004
  CONSOLIDATED STATEMENT OF OPERATIONS
    For the Period from Inception (July 16, 2004) to
    December 31, 2004
    and for the Year Ended December 31, 2005
  Combined Bois dArc
    EnergyPredecessors


Bois dArc EnergyPeriod fromPeriod from


InceptionJanuary 1,


(July 16,Year Ended


2004 to


2004) to


Year EndedDecember 31,


July 15,


December 31,


December 31,2003


2004


2004


2005(Amounts in thousands except per
    share amounts)Oil and gas sales

$
133,450


$
70,341


$
72,721


$
184,436Operating expenses:Oil and gas operating


22,290



15,233



16,602



37,089Exploration


800



2,676



12,040



16,794Depreciation, depletion and
    amortization


44,285



22,831



21,761



42,854Impairment


500











590General and administrative, net


3,481



1,450



2,641



9,331Total operating expenses


71,356



42,190



53,044



106,658Income from operations


62,094



28,151



19,677



77,778Other income (expense):Interest income


154



75



74



222Interest expense


(9,580
)


(4,453
)


(2,665
)


(3,775
)Formation costs










(1,838
)


Loss on sale of assets














(89
)Total other income (expense)


(9,426
)


(4,378
)


(4,429
)


(3,642
)Net income before income taxes


52,668



23,773



15,248



74,136Provision from income taxes














(125,808
)Net income before cumulative effect
    of change in accounting principle


52,668



23,773



15,248



(51,672
)Cumulative effect of change in
    accounting principle


(739
)










Net income

$
51,929


$
23,773


$
15,248


$
(51,672
)Income (loss) per share (unit):Basic

$
0.30


$
(0.89
)Diluted

$
0.30


$
(0.89
)Weighted average common and common
    stock equivalent (units) shares outstanding:Basic


50,000



57,909Diluted


50,485



57,909Pro forma computation related to
    conversion to a corporation for income tax purposes:Income before income taxes

$
52,668


$
23,773


$
15,248


$
74,136Pro forma provision for income taxes


(18,434
)


(8,321
)


(5,807
)


(26,914
)Pro forma net income

$
34,234


$
15,452


$
9,441


$
47,222Pro forma earnings per share (unit):Basic

$
0.19


$
0.82Diluted

$
$0.19


$
0.79Weighted average common and common
    stock equivalent shares (units) outstanding:Basic


50,000



57,909Diluted


50,485



59,655    F-4




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
    BOIS dARC ENERGY PREDECESSORS
  COMBINED STATEMENTS OF CHANGES IN EQUITY
 For the Year Ended December 31, 2003
 and the Period from January 1, 2004 to July 15,
    2004
  CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS AND
    STOCKHOLDERS EQUITY
 For the Period from Inception (July 16, 2004) to
    December 31, 2004 and
 For the Year Ended December 31, 2005
  Combined Bois dArc
    EnergyPredecessors


Bois dArc EnergyAdditional


RetainedComstock


Bois dArc





Class A


Class B


Common


Paid In


EarningsOffshore


Participants


Combined


Units


Units


Stock


Capital


(Deficit)


Total(In thousands)Balance at December 31, 2002

$
(36,018
)

$
55,150


$
19,132


$



$



$



$



$



$
Distributions to owners






(6,112
)


(6,112
)






















Net income


22,817



29,112



51,929























Balance at December 31, 2003


(13,201
)


78,150



64,949























Distributions to owners






(946
)


(946
)






















Contributions of assets, net of
    liabilities assumed


(370
)


(87,406
)


(87,776
)


10



304,227















304,237Net income


13,571



10,202



23,773



















15,248



15,248Balance at December 31, 2004














10



304,227











15,248



319,485Conversion from LLC to a corporation














(10
)


(304,227
)


500



303,727







(10
)Public offering of common stock






















120



144,960







145,080Stock issuance costs


























(1,818
)






(1,818
)Stock-based compensation






















22



8,119







8,141Net income (loss)






























(51,672
)


(51,672
)Balance at December 31, 2005

$



$



$



$



$



$
642


$
454,988


$
(36,424
)

$
419,206    F-5




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
    BOIS dARC ENERGY PREDECESSORS
  COMBINED STATEMENTS OF CASH FLOWS
 For the Year Ended December 31, 2003
 and the Period from January 1, 2004 to July 15,
    2004
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the Period from Inception (July 16, 2004) to
    December 31, 2004 and
 For the Year Ended December 31, 2005
  Combined Bois dArc
    EnergyPredecessors


Bois dArc EnergyPeriod fromPeriod from


InceptionJanuary 1,


(July 16,Year Ended


2004 to


2004) to


Year EndedDecember 31,


July 15,


December 31,


December 31,2003


2004


2004


2005(In thousands)CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income (loss)

$
51,929


$
23,773


$
15,248


$
(51,672
)Adjustments to reconcile net income
    to net cash provided by operating activities:Cumulative effect of change in
    accounting principle


739











Deferred income taxes














123,256Stock based compensation










2,506



5,635Amortization of loan costs














141Loss on sale of assets














89Depreciation, depletion and
    amortization


44,285



22,831



21,761



42,854Impairments


500











590Dry hole costs and lease impairments


72



1,527



10,892



2,353Increase in accounts receivable


(10,974
)


(8,659
)


7,282



(19,186
)Decrease (increase) in other
    current assets


1,567



(199
)


(1,464
)


(2,769
)Increase in accounts payable and
    accrued expenses


25,883



11,715



(6,776
)


34,132Net cash provided by operating
    activities


114,001



50,988



49,449



135,423CASH FLOWS FROM INVESTING
    ACTIVITIES:Formation of Bois dArc
    Energy, net of cash distributed










(24,054
)


Capital expenditures


(98,974
)


(83,273
)


(59,703
)


(189,771
)Proceeds from sale of assets














160Net cash used for investing
    activities


(98,974
)


(83,273
)


(83,757
)


(189,611
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Borrowings from Comstock Resources


4,293



31,649



64,889



16,000Repayments to Comstock Resources














(164,066
)Borrowings under bank credit
    facility














126,000Repayments under bank credit
    facility


(3,500
)


(1,944
)


(28,175
)


(57,000
)Proceeds from issuance of
    Class A Units










10



Redemption of Class A Units














(10
)Proceeds from issuance of common
    stock














145,080Stock and debt issuance costs














(2,189
)Distributions to equity owners


(6,112
)


(946
)






Net cash provided by (used for)
    financing activities


(5,319
)


28,759



36,724



63,815Net increase (decrease) in cash and
    cash equivalents


9,708



(3,526
)


2,416



9,627Cash and cash equivalents,
    beginning of period


12,311



22,019







2,416Cash and cash equivalents, end of
    period

$
22,019


$
18,493


$
2,416


$
12,043Cash paid for interest payments

$
598


$
218


$
2,665


$
3,270Cash paid for income taxes

$



$



$



$
1,600     F-6




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.



BOIS
    dARC ENERGY PREDECESSORS



NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS  (1)
    Organization    3-D 3-D
     F-7




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Contributed toBois dArcEnergy(In thousands)Cash

$
17,030Other current assets


21,992Property and equipment, net


482,697Total assets


521,719Current liabilities and bank loan


(66,788
)Payable to Comstock Resources


(83,177
)Reserve for future abandonment


(26,443
)Total liabilities


(176,408
)Net assets


345,311Cash distributed


(41,084
)Net contribution

$
304,227     (2)
    Summary
    of Significant Accounting Policies    Basis
    of Presentation
   F-8




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Principles
    of Consolidation
    Use of
    Estimates in the Preparation of Financial
    Statements
    Concentration
    of Credit Risk and Accounts Receivable
    Fair
    Value of Financial Instruments
   F-9




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Property
    and Equipment
  unit-of-production unit-of-production
    Segment
    Reporting
    Major
    Purchasers
    Revenue
    Recognition and Gas Balancing
   F-10




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    General
    and Administrative Expense
    Period fromInceptionPeriod from


(July 16,Year Ended


January 1,


2004) to


Year EndedDecember 31,


2004 to July 15,


December 31,


December 31,2003


2004


2004


2005(In thousands)General and administrative expense

$
6,266


$
3,514


$
4,303


$
12,364Operating fee income

$
(2,785
)

$
(2,064
)

$
(1,662
)

$
(3,033
)General and administrative
    expense, net

$
3,481


$
1,450


$
2,641


$
9,331       Stock-based
    Compensation
    Income
    Taxes
     F-11




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Comprehensive
    Income
    Statements
    of Cash Flows
    Earnings
    Per Share
    Period From Inception(July 16, 2004)through December 31,
    2004PerUnits(1)


Unit(1)Income


(Shares)


(Share)(In thousands, except per unit
    amounts)Basic Earnings Per Unit (Share):Net Income

$
15,248



50,000


$
0.30Diluted Earnings Per Unit (Share):Net Income

$
15,248



50,000Effect of Dilutive Securities:Unit (Share) Grants and Options






485Net Income Available to
    Unitholders (Shareholders)
    With Assumed Conversions

$
15,248



50,485


$
0.30     (1)
    
    LLC Units were converted to
    equivalent common shares as if the Companys conversion to
    a corporation had occurred at Inception.  F-12




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,
    2005PerShares


ShareIncome


(Units)(1)


(Unit)(1)(In thousands, except per share
    amounts)Basic Earnings Per Share (Unit):Net Loss

$
(51,672
)


57,909


$
(0.89
)Diluted Earnings Per Share (Unit):Net Loss

$
(51,672
)


57,909Effect of Dilutive Securities:Stock (Unit) Grants and Options







(2)Net Loss Available to Common
    Stockholders
    (Unitholders) With Assumed Conversions

$
(51,672
)


57,909


$
(0.89
)     (1)
    
    LLC Units were converted to
    equivalent common shares as if the Companys conversion to
    a corporation had occurred at Inception.(2)
    
    For the year ended
    December 31, 2005 the effect of stock grants and options
    would have been anti-dilutive to the net loss.  Asset
    Retirement Obligations
        Year EndedDecember 31,2003(In thousands)Net income, as reported

$
51,929Pro forma adjustments to reflect
    retroactive adoption of SFAS 143


739Pro forma net income

$
52,668  F-13




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Period fromPeriod from


InceptionYear Ended


January 1, 2004


(July 16, 2004)


Year EndedDecember 31,


to July 15,


to December 31,


December 31,2003


2004


2004


2005(In thousands)Beginning asset retirement
    obligations

$
20,395


$
24,876


$
26,443


$
28,253Cumulative effect adjustment


(2,560
)










New wells placed on production and
    changes in estimates


444



797



1,566



5,276Acquisition liabilities assumed


6,324











Liabilities settled


(680
)






(591
)


(422
)Accretion expense


953



770



835



1,927Ending asset retirement obligations

$
24,876


$
26,443


$
28,253


$
35,034   New
    Accounting Standards
  fair-value-based
  (3)
    Acquisition    (4)
    Bank
    Credit Facility   F-14




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    one-to-one
  (5)
    Payable
    to Comstock Resources      (6)
    Stockholders
    and Members Equity     F-15




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (7)
    Long Term
    Incentive Plan     Number of





Number ofShares



Weighted Average

SharesOutstanding

Exercise Price

Remaining Life

Exercisable(Years)2,800,000


$
6.00



8.5



560,00062,500


$
12.00



9.4



25,000


$
12.80



4.4



217,500


$
15.55



9.6



3,105,000







8.6



560,000     WeightedAverageNumber




Exerciseof Shares


Exercise Price

PriceInitial Grants


2,800,000


$6.00

$6.00Outstanding at December 31,
    2004


2,800,000


$6.00

$6.00Granted


305,000


$12.00 to $15.55

$14.60Outstanding at December 31,
    2005


3,105,000


$6.00 to $15.55

$6.84Exercisable at December 31,
    2005


560,000


$6.00

$6.00  F-16




---



##### Table of Contents





BOIS
    dARC ENERGY, INC.




BOIS
    dARC ENERGY PREDECESSORS




NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)














|    |                    
|--- | -------------------
|(8) | Retirement
    Plan







|    |                                  
|--- | ---------------------------------
|(9) | Commitments
    and Contingencies



Guarantees
    of Comstock Debt




7 8




Contingencies






F-17



---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Lease
    Commitments
    (In thousands)2006

$
3772007


3832008


3882009


4022010


412Thereafter


560$
2,522   (10)
    Related
    Party Transactions      (11)
    Oil and
    Gas Producing Activities    Capitalized
    Costs
  As of
    December 31,2004


2005(In thousands)Proved properties

$
735,630


$
920,725Unproved properties


8,566



13,533Accumulated depreciation, deletion
    and amortization


(233,243
)


(274,434
)$
510,953


$
659,824  F-18




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Costs
    Incurred
  Period from


Period fromJanuary 1,


Inception (July 16,Year Ended


2004


2004) to


Year EndedDecember 31,


to July 15,


December 31,


December 31,2003


2004


2004


2005(In thousands)Property acquisitions:Proved properties

$
5,222


$
726


$



$
Unproved properties


1,438



2,049



120



5,159Development costs


47,620



51,140



30,865



124,139Exploration costs


51,452



31,298



30,261



77,750$
105,732


$
85,213


$
61,246


$
207,048   (12)
    Exploration
    Venture  3-D 3-D
    (13)
    Income
    Taxes   F-19




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (In thousands)Current

$
2,552Deferred


123,256$
125,808     (In thousands)Income tax (provision) at the
    federal statutory rate of 35%

$
25,948Benefit for period not taxed as an
    entity


(9,039
)Deferred taxes recognized upon
    conversion to a taxable entity


108,199Nondeductible stock-based
    compensation


700$
125,808         Period from


Period fromJanuary 1,


Inception (July 16,Year Ended


2004


2004) to


Year EndedDecember 31,


to July 15,


December 31,


December 31,2003


2004


2004


2005(In thousands)Income before income taxes

$
52,668


$
23,773


$
15,248


$
74,136Effective pro forma income tax rate


35
%


35
%


38
%


36
%Pro forma income tax expense

$
18,434


$
8,321


$
5,807


$
26,914  F-20




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     (In thousands)Net deferred tax assets
    (liabilities):Property and equipment

$
(125,073
)Stock options


1,355Other assets


462$
(123,256
)   (14)
    Supplementary
    Quarterly Financial Data (Unaudited)  2004 
  Combined Bois dArc
    EnergyPredecessors


Bois dArc EnergyFirst


Second


Total


Third


Fourth


Total(In thousands, except per share
    amounts)Total oil and gas sales

$
29,908


$
40,433


$
70,341


$
37,358


$
35,363


$
72,721Income from operations

$
9,154


$
18,997


$
28,151


$
10,393


$
9,284


$
19,677Net income

$
7,031


$
16,742


$
23,773


$
7,635


$
7,613


$
15,248Pro forma net income as if
    converted to a corporation

$
4,570


$
10,882


$
15,452


$
4,730


$
4,711


$
9,441Net income per share (unit):Basic

$
0.15(1
)

$
0.15(1
)

$
0.30(1
)Diluted

$
0.15(1
)

$
0.15(1
)

$
0.30(1
)Pro forma net income per share
    (unit):Basic

$
0.09(1
)

$
0.09(1
)

$
0.19(1
)Diluted

$
0.09(1
)

$
0.09(1
)

$
0.19(1
)   2005 
  Bois dArc EnergyFirst


Second


Third


Fourth


Total(In thousands, except per share
    amounts)Total oil and gas sales

$
43,476


$
48,685


$
43,434


$
48,841


$
184,436Income from operations

$
18,785


$
20,713


$
21,087


$
17,193


$
77,778Net income

$
17,062


$
(92,441
)(2)

$
13,269


$
10,438


$
(51,672
)Pro forma net income as if
    converted to a corporation

$
10,974


$
12,541


$
13,269


$
10,438


$
47,222Net income per share (unit):Basic

$
0.34
(1)

$
(1.62
)

$
0.21


$
0.17


$
(0.89
)Diluted

$
0.33
(1)

$
(1.62
)(3)

$
0.21


$
0.16


$
(0.89
)(3)Pro forma net income per share
    (unit):Basic

$
0.21
(1)

$
0.22


$
0.21


$
0.17


$
0.82Diluted

$
0.21
(1)

$
0.21


$
0.21


$
0.16


$
0.79     (1)
    
    LLC units were converted to
    equivalent common shares as if the Companys conversion to
    a corporation had occurred at inception.(2)
    
    Includes $108.2 million one
    time tax provision upon conversion to a taxable entity.(3)
    
    Basic and diluted are the same due
    to the net loss. F-21




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (15)
    Oil and
    Gas Reserves Information (Unaudited)    Period from


Period from InceptionYear Ended


January 1, 2004 to


(July 16, 2004) to


Year EndedDecember 31,


July 15,


December 31,


December 31,2003


2004


2004


2005Oil


Gas


Oil


Gas


Oil


Gas


Oil


Gas(MBbls)


(MMcf)


(MBbls)


(MMcf)


(MBbls)


(MMcf)


(MBbls)


(MMcf)Proved Reserves:Beginning of year


18,350



143,157



19,518



204,744



18,436



183,887



18,732



192,935Revisions of previous estimates


(1,620
)


(2,024
)


(845
)


(39,298
)


(623
)


2,880



(969
)


(22,043
)Extensions and discoveries


2,919



70,193



595



24,708



1,698



12,076



2,922



49,990Purchases of minerals in place


1,330



8,649























Production


(1,461
)


(15,231
)


(832
)


(6,267
)


(779
)


(5,908
)


(1,155
)


(14,896
)End of year


19,518



204,744



18,436



183,887



18,732



192,935



19,530



205,986Proved Developed
    Reserves:Beginning of year


12,374



96,320



14,185



152,915



14,214



161,297



14,278



167,730End of year


14,185



152,915



14,214



161,297



14,278



167,730



15,316



175,838     2003


2004


2005(In thousands)Cash Flows Relating to Proved
    Reserves:Future Cash Flows

$
1,911,143


$
1,949,678


$
3,234,675Future Costs:Production


(239,103
)


(331,887
)


(313,342
)Development and Abandonment


(135,709
)


(124,121
)


(169,238
)Income taxes










(920,987
)Future Net Cash Flows


1,536,331



1,493,670



1,831,10810% Discount Factor


(472,282
)


(496,946
)


(548,683
)Standardized Measure of
    Discounted FutureNet Cash Flows

$
1,064,049


$
996,724


$
1,282,425    F-22




---



##### Table of Contents



BOIS
    dARC ENERGY, INC.
  BOIS
    dARC ENERGY PREDECESSORS
  NOTES TO
    COMBINED AND CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Period fromPeriod from


Inception (July 16,Year Ended


January 1, 2004


2004) to


Year EndedDecember 31,


to July 15,


December 31,


December 31,2003


2004


2004


2005(In thousands)Standardized Measure, Beginning of
    Period

$
655,370


$
1,064,049


$
993,124


$
996,724Net Change in Sales Price, Net of
    Production Costs


116,656



15,659



29,256



687,692Development Costs Incurred During
    the Period Which Were Previously Estimated


28,508



50,354



19,523



28,319Revisions of Quantity Estimates


(39,371
)


(134,727
)


(3,119
)


(162,481
)Accretion of Discount


65,537



53,203



49,656



99,672Changes in Future Development and
    Abandonment Costs


(18,269
)


(22,097
)


(11,274
)


(22,674
)Extensions and Discoveries


319,652



90,215



90,093



475,944Purchases of Reserves in Place


56,311











Sales, Net of Production Costs


(111,160
)


(55,108
)


(56,119
)


(147,347
)Changes in Timing of Production


(9,185
)


(68,424
)


(114,416
)


(27,815
)Net Changes in Income Taxes














(645,609
)Standardized Measure, End of Period

$
1,064,049


$
993,124


$
996,724


$
1,282,425         2003


2004


2005Crude Oil (Per Barrel)

$
31.50


$
42.14


$
57.92Natural Gas (Per Mcf)

$
6.33


$
6.01


$
10.21    F-23




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##### Table of Contents



EXHIBIT
    INDEX
  Exhibit No.

Description2
.1

Contribution Agreement, dated as
    of July 16, 2004, by and among Bois dArc Energy, LLC,
    Bois dArc Properties, LP, Bois dArc Resources, Ltd.,
    Wayne L. Laufer, Gary W. Blackie, Haro Investments LLC, Comstock
    Offshore, LLC, Comstock Resources, Inc. and such other persons
    listed on the signature pages thereto (incorporated by reference
    to Exhibit 10.2 to Comstock Resources, Inc.s
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004 (File
    No. 0-16741)).3
.1

Articles of Incorporation
    (incorporated by reference to Exhibit 3.1 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2005).3
.2

Bylaws (incorporated by reference
    to Exhibit 3.5 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.3

Articles of Organization of Bois
    dArc Energy, LLC (incorporated by reference to
    Exhibit 3.1 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.4

Amended and Restated Operating
    Agreement, dated as of August 23, 2004 to be effective
    July 16, 2004, of Bois dArc Energy, LLC (incorporated
    by reference to Exhibit 3.2 to our Registration Statement
    on
    Form S-1
    (File
    No. 333-119511)).3
.5

First Amendment, dated as of
    September 29, 2004, to the Amended and Restated Operating
    Agreement of Bois dArc Energy, LLC (incorporated by
    reference to Exhibit 3.3 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.6

Second Amendment, dated as of
    January 26, 2005, to the Amended and Restated Operating
    Agreement of Bois dArc Energy, LLC (incorporated by
    reference to Exhibit 3.6 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.7

Third Amendment, effective as of
    July 16, 2004, to the Amended and Restated Operating
    Agreement of Bois dArc Energy, LLC (incorporated by
    reference to Exhibit 3.7 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.8

Fourth Amendment, dated as of
    April 13, 2005, to the Amended and Restated Operating
    Agreement of Bois dArc Energy, LLC (incorporated by
    reference to Exhibit 3.8 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).3
.9

Fifth Amendment, effective as of
    July 16, 2004, to the Amended and Restated Operating
    Agreement of Bois dArc Energy, LLC (incorporated by
    reference to Exhibit 3.9 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).4
.1

Specimen Stock Certificate of
    Common Stock (incorporated by reference to Exhibit 4.3 to
    our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10
.1#

Amended and Restated Long-Term
    Incentive Plan of Bois dArc Energy, Inc. (incorporated by
    reference to Exhibit 10.2 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10
.2#

Form of Option Agreement under the
    Bois dArc Energy, Inc. Long-Term Incentive Plan
    (incorporated by reference to Exhibit 99.1 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2005).10
.3#

Form of Restricted Stock Agreement
    under the Bois dArc Energy, Inc. Long-Term Incentive Plan
    (incorporated by reference to Exhibit 99.2 to our Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2005).10
.4#

Employment Agreement, dated as of
    July 16, 2004, between Bois dArc Energy, LLC and Gary
    W. Blackie (incorporated by reference to Exhibit 10.3 to
    our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10
.5#

Employment Agreement, dated as of
    July 16, 2004, between Bois dArc Energy, LLC and
    Wayne L. Laufer (incorporated by reference to Exhibit 10.4
    to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).10
.6

Credit Agreement dated
    May 11, 2005 between Bois dArc Energy, Inc., and the
    Bank of Nova Scotia as Administrative Agent and Issuing Bank,
    Calyon New York Branch, as Syndication Agent, AmSouth Bank as
    Documentation Agent and the other lenders (incorporated by
    reference to Exhibit 10.1 to our Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2005).




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##### Table of Contents



Exhibit No.

Description10
.7

Loan Agreement, dated as of
    July 16, 2004, by and between Comstock Resources, Inc., as
    lender, and Bois dArc Energy, LLC, Bois dArc
    Properties, LP, and Bois dArc Offshore, Ltd., as borrower
    (incorporated reference to Exhibit 10.4 to Comstock
    Resources, Inc.s Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004 (File
    No. 0-16741)).10
.8

Services Agreement, dated as of
    July 16, 2004, between Comstock Resources, Inc. and Bois
    dArc Energy, LLC (incorporated by reference to
    Exhibit 10.3 to Comstock Resources, Inc.s Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 2004 (File No.
    0-16741)).10
.9

Lease Agreement dated
    December 1, 2004 between Texas Tower Limited and Bois
    dArc Energy, LLC (incorporated by reference to
    Exhibit 10.8 to our Registration Statement on
    Form S-1
    (File
    No. 333-119511)).21
*

List of Subsidiaries.23
.1*

Consent of Ernst & Young
    LLP.23
.2*

Consent of Lee Keeling and
    Associates, Inc.31
.1*

Chief Executive Officer
    certification under Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2*

Chief Financial Officer
    certification under Section 302 of the Sarbanes-Oxley Act
    of 2002.32
.1+

Chief Executive Officer
    certification under Section 906 of the Sarbanes-Oxley Act
    of 2002.32
.2+

Chief Financial Officer
    certification under Section 906 of the Sarbanes-Oxley Act
    of 2002.     *
    
    Filed herewith.+
    
    Furnished herewith.#
    
    Management contract or compensatory
    plan document.