##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For The Quarter Ended June 30, 2005
 OR
 o
    
    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.
  NEVADA
    
    76-0560383(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 600 Travis Street, Suite 5200, Houston, Texas 77002
 (713) 228-0438
  þ o
  o þ




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BOIS dARC ENERGY, INC.
 QUARTERLY REPORT
 For The Quarter Ended June 30, 2005
 INDEX
 PagePART I. Financial InformationItem 1. Financial Statements (Unaudited):Consolidated Balance Sheets -
June 30, 2005 and December 31, 2004
    
    
    3Consolidated and Combined Statements of Operations -
Three Months and Six Months ended June 30, 2005 and 2004
    
    
    4Consolidated Statement of Changes in Stockholders and Members Equity -
Six Months ended June 30, 2005
    
    
    5Consolidated and Combined Statements of Cash Flows -
Six Months ended June 30, 2005 and 2004
    
    
    6Notes to Consolidated and Combined Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    16Item 3. Quantitative and Qualitative Disclosure About Market Risks
    
    
    22Item 4. Controls and Procedures
    
    
    23PART II. Other InformationItem 6. Exhibits
    
    
    24Section 302 Certification of CEOSection 302 Certification of CFOSection 906 Certification of CEOSection 906 Certification of CFOSection 302 Certification of the CEOSection 302 Certification of the CFOCertification of the CEO Pursuant to Section 906Certification of the CFO Pursuant to Section 906
  1




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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
 INTRODUCTORY NOTE
   2




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BOIS dARC ENERGY, INC.
 
 CONSOLIDATED BALANCE SHEET
Unaudited
 June
30,
    
    
    
    December 31,2005
    
    2004(In thousands)ASSETSCash
    
    
    $      4,905
    
    
    
    $      2,416Accounts Receivable:Oil and gas sales
    
    
    25,406
    
    
    
    9,140Joint interest operations
    
    
    6,486
    
    
    
    5,558Prepaid Expenses
    
    
    3,667
    
    
    
    1,476Total current assets
    
    
    40,464
    
    
    
    18,590Property and Equipment:Proved properties
    
    
    295,719
    
    
    
    291,227Unevaluated properties
    
    
    11,464
    
    
    
    8,566Wells and related equipment and facilities
    
    
    508,788
    
    
    
    444,403Accumulated depreciation, depletion and amortization
    
    
    (256,822
    )
    
    
    (233,243
    )Net oil and gas properties
    
    
    559,149
    
    
    
    510,953Other
Property and Equipment, net of accumulated depreciation of $815
and $1,436 as of June 30, 2005 and December 31, 2004, respectively
    
    
    1,140
    
    
    
    524Other Assets
    
    
    844
    
    
    
    516$  601,597
    
    
    
    $  530,583LIABILITIES AND EQUITYAccounts Payable
    
    
    $    40,609
    
    
    
    $    22,581Accrued Expenses
    
    
    15,850
    
    
    
    12,198Total current liabilities
    
    
    56,459
    
    
    
    34,779Long-Term Debt
    
    
    11,000
    
    
    
    Payable to Comstock Resources
    
    
    
    
    
    
    148,066Deferred Income Taxes
    
    
    110,954
    
    
    
    Reserve for Future Abandonment Costs
    
    
    30,575
    
    
    
    28,253Total liabilities
    
    
    208,988
    
    
    
    211,098Stockholders and Members EquityClass A units
    
    
    
    
    
    
    10Class B units
    
    
    
    
    
    
    304,227Common stock
    
    
    642
    
    
    
    Additional paid in capital
    
    
    452,098
    
    
    
    Retained
earnings (deficit)
    
    
    (60,131
    )
    
    
    15,248Total stockholders equity
    
    
    392,609
    
    
    
    319,485$  601,597
    
    
    
    $  530,583
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BOIS dARC ENERGY, INC.
BOIS dARC ENERGY, LLC PREDECESSORS
 
 CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months and Six Months Ended June 30, 2005
COMBINED STATEMENT OF OPERATIONS
For the Three Months and Six Months Ended June 30, 2004
Unaudited
 Combined
    
    
    
    
    
    CombinedBois dArc
    
    
    
    
    
    Bois dArcBois dArc
    
    Energy, LLC
    
    Bois dArc
    
    Energy, LLCEnergy, Inc.
    
    Predecessors
    
    Energy, Inc.
    
    PredecessorsThree Months Ended June 30,
    
    Six Months Ended June 30,2005
    
    2004
    
    2005
    
    2004(In thousands, except per share amounts)Oil and gas sales
    
    $
    48,685
    
    
    $
    40,035
    
    
    $
    92,161
    
    
    $
    69,943Operating expenses:Oil and gas operating
    
    
    8,273
    
    
    
    7,566
    
    
    
    15,980
    
    
    
    15,233Exploration
    
    
    4,554
    
    
    
    243
    
    
    
    7,690
    
    
    
    2,676Depreciation, depletion and amortization
    
    
    12,785
    
    
    
    12,844
    
    
    
    24,606
    
    
    
    22,831General and administrative, net
    
    
    2,360
    
    
    
    783
    
    
    
    4,387
    
    
    
    1,450Total operating expenses
    
    
    27,972
    
    
    
    21,436
    
    
    
    52,663
    
    
    
    42,190Income from operations
    
    
    20,713
    
    
    
    18,599
    
    
    
    39,498
    
    
    
    27,753Other income (expenses):Other income
    
    
    50
    
    
    
    40
    
    
    
    95
    
    
    
    75Interest expense
    
    
    (981
    )
    
    
    (2,295
    )
    
    
    (2,749
    )
    
    
    (4,453
    )Loss on disposal of assets
    
    
    (89
    )
    
    
    
    
    
    
    (89
    )
    
    
    Total other expenses
    
    
    (1,020
    )
    
    
    (2,255
    )
    
    
    (2,743
    )
    
    
    (4,378
    )Income before income taxes
    
    
    19,693
    
    
    
    16,344
    
    
    
    36,755
    
    
    
    23,375Provision for income taxes
    
    
    (112,134
    )
    
    
    
    
    
    
    (112,134
    )
    
    
    Net income (loss)
    
    $
    (92,441
    )
    
    $
    16,344
    
    
    $
    (75,379
    )
    
    $
    23,375Net loss per share:Basic and diluted
    
    $
    (1.62
    )
    
    
    
    
    
    $
    (1.41
    )Weighted
average common and common stock
equivalent
shares outstanding:Basic and diluted
    
    
    57,118
    
    
    
    
    
    
    
    53,315Pro forma
computation related to conversion to a
corporation for income tax purposes:Income before income taxes
    
    $
    19,693
    
    
    $
    16,344
    
    
    $
    36,755
    
    
    $
    23,375Pro forma income tax provision
    
    
    (7,152
    )
    
    
    (5,720
    )
    
    
    (13,386
    )
    
    
    (8,181
    )Pro forma net income
    
    $
    12,541
    
    
    $
    10,624
    
    
    $
    23,369
    
    
    $
    15,194Pro forma net income per share:Basic
    
    $
    0.22
    
    
    
    
    
    
    $
    0.44Diluted
    
    $
    0.21
    
    
    
    
    
    
    $
    0.42Weighted
average common and common stock
equivalent
shares outstanding:Basic
    
    
    57,118
    
    
    
    
    
    
    
    53,315Pro forma diluted
    
    
    58,857
    
    
    
    
    
    
    
    54,997
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BOIS dARC ENERGY, INC.
 
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS AND MEMBERS EQUITY
For the Six Months Ended June 30, 2005
Unaudited
 (In
thousands)
 Additional
    
    RetainedClass A
    
    Class B
    
    Common
    
    Paid in
    
    EarningsUnits
    
    Units
    
    Stock
    
    Capital
    

(Deficit)
    
    TotalBalance at January 1, 2005
    
    
    $  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
    
    
    
    5,229
    
    
    
    
    
    
    
    5,251Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (75,379
    )
    
    
    (75,379
    )Balance at June 30, 2005
    
    
    $   
    
    
    

$           
    
    
    
    $642
    
    
    
    $452,098
    
    
    
    $(60,131
    )
    
    
    $392,609
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BOIS dARC ENERGY, INC.
BOIS dARC ENERGY, LLC PREDECESSORS
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2005
COMBINED STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2004
Unaudited
 (In thousands)
 CombinedBois dArcBois dArc
    
    Energy, LLCEnergy, Inc.
    
    PredecessorsSix Months EndedJune 30,2005
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    (75,379
    )
    
    $
    23,375Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Deferred tax provision
    
    
    110,954
    
    
    
    Dry holes and lease impairments
    
    
    
    
    
    
    1,527Depreciation, depletion and amortization
    
    
    24,606
    
    
    
    22,831Stock-based compensation
    
    
    2,745
    
    
    
    Amortization of debt issuance costs
    
    
    6
    
    
    
    Loss on disposal of assets
    
    
    89
    
    
    
    Increase in accounts receivable
    
    
    (17,194
    )
    
    
    (8,659
    )Increase in prepaid expenses
    
    
    (2,191
    )
    
    
    (199
    )Increase in accounts payable and accrued expenses
    
    
    24,186
    
    
    
    11,715Net cash provided by operating activities
    
    
    67,822
    
    
    
    50,590CASH FLOWS FROM INVESTING ACTIVITIES:Capital expenditures
    
    
    (71,394
    )
    
    
    (83,273
    )Proceeds from sale of assets
    
    
    160
    
    
    
    Net cash used for investing activities
    
    
    (71,234
    )
    
    
    (83,273
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings from Comstock Resources
    
    
    16,000
    
    
    
    31,649Repayments to Comstock Resources
    
    
    (164,066
    )
    
    
    Borrowings on bank facility
    
    
    11,000
    
    
    
    Redemption of Class A units
    
    
    (10
    )
    
    
    Principal payments on bank loan
    
    
    
    
    
    
    (1,944
    )Proceeds from issuance of common stock
    
    
    145,080
    
    
    
    Stock and debt issuance costs
    
    
    (2,103
    )
    
    
    Cash distributions to equity owners
    
    
    
    
    
    
    (548
    )Net cash provided by financing activities
    
    
    5,901
    
    
    
    29,157Net increase in cash and cash equivalents
    
    
    2,489
    
    
    
    (3,526
    )Cash and cash equivalents at beginning of period
    
    
    2,416
    
    
    
    22,019Cash and cash equivalents at end of period
    
    $
    4,905
    
    
    $
    18,493
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BOIS dARC ENERGY, INC.
BOIS dARC ENERGY, LLC PREDECESSORS
 
 NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS
 (1) Organization
    7




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BOIS dARC ENERGY, INC.
BOIS dARC ENERGY, LLC PREDECESSORS
 NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS  (continued)
  Contributed toBois dArcEnergy, LLC(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 parent company
    
    
    (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
  8




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BOIS dARC ENERGY, INC.
BOIS dARC ENERGY, LLC PREDECESSORS
 NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS  (continued)
     Principles of Consolidation
  Use of Estimates in the Preparation of Financial Statements
  Concentration of Credit Risk and Accounts Receivable
  9




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BOIS dARC ENERGY, INC.
BOIS dARC ENERGY, LLC PREDECESSORS
 NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS  (continued)
 Fair Value of Financial Instruments
  Property and Equipment
   Revenue Recognition and Gas Balancing
  10




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BOIS dARC ENERGY, INC.
BOIS dARC ENERGY, LLC PREDECESSORS
 NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS  (continued)
 General and Administrative Expense
   Stock-based Compensation
  Income Taxes
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Current
    
    
    $    1,180
    
    
    
    $
    
    
    
    $    1,180
    
    
    
    $Deferred
    
    
    110,954
    
    
    
    
    
    
    
    110,954
    
    
    
    Provision for Income Taxes
    
    
    $112,134
    
    
    
    $
    
    
    
    $112,134
    
    
    
    $
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BOIS dARC ENERGY, INC.
BOIS dARC ENERGY, LLC PREDECESSORS
 NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS  (continued)
 Pro Forma Income Tax Information
   Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands)Income before income taxes
    
    $
    19,693
    
    
    $
    16,344
    
    
    $
    36,755
    
    
    $
    23,375Effective pro forma income tax rate
    
    
    36
    %
    
    
    35
    %
    
    
    36
    %
    
    
    35
    %Pro forma income tax expense
    
    $
    7,152
    
    
    $
    5,720
    
    
    $
    13,386
    
    
    $
    8,181
 Earnings Per Share
  Statements of Cash Flows
  Asset Retirement Obligations
  12




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BOIS dARC ENERGY, INC.
BOIS dARC ENERGY, LLC PREDECESSORS
 NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS  (continued)
  Six Months EndedJune 30,2005
    
    
    2004(In thousands)Future abandonment liability at beginning of period
    
    
    $ 28,253
    
    
    
    $ 24,876Accretion expense
    
    
    906
    
    
    
    770Liabilities assumed and new wells drilled
    
    
    1,839
    
    
    
    797Liabilities settled
    
    
    (423
    )
    
    
    Future abandonment liability at end of period
    
    
    $ 30,575
    
    
    
    $ 26,443
 (3) Debt
    (4) Payable to Comstock Resources
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BOIS dARC ENERGY, INC.
BOIS dARC ENERGY, LLC PREDECESSORS
 NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS  (continued)
 (5) Stockholders Equity
   (6) Long-term Incentive Plan
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BOIS dARC ENERGY, INC.
BOIS dARC ENERGY, LLC PREDECESSORS
 NOTES TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS  (continued)
  Number of OptionsGranted and
    
    Weighted Average
    
    Weighted Average
    
    Number of OptionsExercise Price
    
    Outstanding
    
    Exercise Price
    
    Remaining Life
    
    Exercisable(years)$6.00  $12.80
    
    2,887,500
    
    $6.19
    
    9.0
    
     (1)
 
 (1)
    
    The options vest over five years with service to the Company.   (7) Commitments and Contingencies
 Contingencies
  (8) Related Party Transactions
   
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ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
 Our Business.
     16




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Our Predecessors.
 Our Formation.
 17




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Comparability of Results
  Results of Operations
  Combined
    
    
    
    
    
    CombinedBois dArc
    
    
    
    
    
    Bois dArcBois dArc
    
    Energy, LLC
    
    Bois dArc
    
    Energy, LLCEnergy, Inc.
    
    Predecessors
    

Energy Inc.
    
    PredecessorsThree Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004($ in thousands, except
per unit amounts)Revenues:Oil and gas sales
    
    $
    48,685
    
    
    $
    40,035
    
    
    $
    92,161
    
    
    $
    69,943Expenses:Oil and gas operating(1)
    
    $
    8,273
    
    
    $
    7,566
    
    
    $
    15,980
    
    
    $
    15,233Exploration
    
    $
    4,554
    
    
    $
    243
    
    
    $
    7,690
    
    
    $
    2,676Depreciation, depletion and amortization(2)
    
    $
    12,712
    
    
    $
    12,793
    
    
    $
    24,484
    
    
    $
    22,730Net Production Data:Oil (Mbbls)
    
    
    361
    
    
    
    471
    
    
    
    711
    
    
    
    825Natural gas (Mmcf)
    
    
    4,362
    
    
    
    3,389
    
    
    
    8,413
    
    
    
    6,246Natural gas equivalent (Mmcfe)
    
    
    6,527
    
    
    
    6,214
    
    
    
    12,682
    
    
    
    11,199Average Sales Price:Oil (Bbls)
    
    $
    49.63
    
    
    $
    37.60
    
    
    $
    48.65
    
    
    $
    36.50Natural gas (Mcf)
    
    $
    7.05
    
    
    $
    6.59
    
    
    $
    6.84
    
    
    $
    6.37Average equivalent price (per Mcfe)
    
    $
    7.46
    
    
    $
    6.44
    
    
    $
    7.27
    
    
    $
    6.25Expenses ($  per Mcfe):Oil and gas operating(1)
    
    $
    1.27
    
    
    $
    1.22
    
    
    $
    1.26
    
    
    $
    1.36Depreciation, depletion and amortization(2)
    
    $
    1.95
    
    
    $
    2.06
    
    
    $
    1.93
    
    
    $
    2.03
 
 (1)
    
    Includes lease operating costs and production and ad valorem taxes.(2)
    
    Represents depreciation, depletion and amortization of oil and gas properties only. 18




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Revenues -
 Oil
and gas sales.
  Costs and Expenses -
 Oil and gas operating expenses.
 Exploration expense.
 Depreciation, depletion and amortization.
 General and administrative expenses.
 19




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Interest expense.
 Income taxes
 Net income.
 Critical Accounting Policies
  Liquidity and Capital Resources
  20




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CombinedBois dArcBois dArc
    
    Energy, LLCEnergy, Inc.
    
    PredecessorsSix Months Ended June 30,2005
    
    2004(In thousands)Acquisitions of unproved oil and gas properties
    
    
    $  4,103
    
    
    
    $  1,479Exploration and development expenditures
    
    
    66,256
    
    
    
    81,794Other
    
    
    1,035
    
    
    
    $71,394
    
    
    
    $83,273
     21




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(In thousands)Operating leases
    
    $
    2,477Contracted drilling services
    
    $
    39,663Acquisition of seismic data
    
    $
    4,467
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ON MARKET RISKS
 Oil and Natural Gas Prices.
 Interest Rates.
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ITEM 4. CONTROLS AND PROCEDURES
    23




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PART II  OTHER INFORMATION
 
 ITEM 6. EXHIBITS
 Exhibits31.1*
    
    Section 302 Certification of the Chief Executive Officer.31.2*
    
    Section 302 Certification of the Chief Financial Officer.32.1*
    
    Certification for the Chief Executive Officer as required by Section 906 of the
Sarbanes-Oxley Act of 2002.32.2*
    
    Certification for the Chief Financial Officer as required by Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith 
 SIGNATURES
  BOIS dARC ENERGY, INC.Date: August 15, 2005
    
    /s/WAYNE L. LAUFERWayne L. Laufer, Chief Executive Officer(Principal Executive Officer)Date: August 15, 2005
    
    /s/ROLAND O. BURNSRoland O. Burns, Senior Vice President,Chief Financial Officer, Secretary, and Treasurer(Principal Financial and Accounting Officer)
 24