UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
ý Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2003
or
o Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from to
Commission File No. 0-20838
CLAYTON WILLIAMS ENERGY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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75-2396863 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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6 Desta Drive, Suite 6500, Midland, Texas |
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79705-5510 |
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(Address of principal executive offices) |
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(Zip code) |
Registrant’s Telephone Number, including area code: (915) 682-6324
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes o No ý
There were 9,319,877 shares of Common Stock, $.10 par value, of the registrant outstanding as of May 7, 2003.
CLAYTON WILLIAMS ENERGY, INC.
TABLE OF CONTENTS
2
CLAYTON WILLIAMS ENERGY, INC.
(Dollars in thousands)
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March 31, |
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December 31, |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
14,375 |
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$ |
5,676 |
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Accounts receivable: |
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Oil and gas sales, net |
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26,910 |
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14,426 |
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Joint interest and other, net |
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2,664 |
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3,714 |
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Affiliates |
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224 |
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223 |
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Inventory |
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2,293 |
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2,141 |
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Deferred income taxes |
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539 |
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524 |
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Prepaids and other |
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5,897 |
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5,215 |
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52,902 |
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31,919 |
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PROPERTY AND EQUIPMENT |
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Oil and gas properties, successful efforts method |
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628,212 |
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617,320 |
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Natural gas gathering and processing systems |
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16,528 |
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16,203 |
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Other |
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12,018 |
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11,918 |
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656,758 |
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645,441 |
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Less accumulated depreciation, depletion and amortization |
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(474,377 |
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(466,815 |
) |
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Property and equipment, net |
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182,381 |
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178,626 |
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OTHER ASSETS |
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Deferred income taxes |
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— |
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6,594 |
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Investments and other |
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2,065 |
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1,853 |
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2,065 |
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8,447 |
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$ |
237,348 |
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$ |
218,992 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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Accounts payable: |
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Trade |
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$ |
20,441 |
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$ |
22,440 |
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Oil and gas sales |
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12,487 |
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8,274 |
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Affiliates |
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1,607 |
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1,257 |
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Current maturities of long-term debt |
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508 |
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— |
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Fair value of derivatives |
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9,005 |
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12,917 |
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Accrued liabilities and other |
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4,042 |
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5,874 |
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48,090 |
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50,762 |
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NON-CURRENT LIABILITIES |
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Long-term debt |
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93,293 |
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94,949 |
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Deferred income taxes |
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1,730 |
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— |
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Other |
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8,771 |
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4,500 |
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103,794 |
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99,449 |
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STOCKHOLDERS’ EQUITY |
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Preferred stock, par value $.10 per share; authorized - 3,000,000 shares; issued and outstanding - none |
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— |
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— |
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Common stock, par value $.10 per share; authorized - 30,000,000 shares; issued - 9,314,494 shares in 2003 and 9,277,415 shares in 2002 |
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931 |
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928 |
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Additional paid-in capital |
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73,108 |
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72,787 |
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Retained earnings |
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19,344 |
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3,016 |
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Accumulated other comprehensive loss |
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(7,919 |
) |
(7,950 |
) |
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85,464 |
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68,781 |
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$ |
237,348 |
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$ |
218,992 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
CLAYTON WILLIAMS ENERGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share)
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Three Months Ended |
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2003 |
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2002 |
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REVENUES |
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Oil and gas sales |
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$ |
48,697 |
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$ |
18,618 |
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Natural gas services |
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2,048 |
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1,199 |
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Total revenues |
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50,745 |
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19,817 |
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COSTS AND EXPENSES |
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Lease operations |
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7,571 |
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5,170 |
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Exploration: |
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Abandonments and impairments |
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4,462 |
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6,229 |
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Seismic and other |
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2,352 |
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1,708 |
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Natural gas services |
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1,940 |
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994 |
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Depreciation, depletion and amortization |
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10,571 |
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7,079 |
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Accretion of abandonment obligations |
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151 |
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— |
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General and administrative |
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1,740 |
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1,875 |
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Total costs and expenses |
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28,787 |
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23,055 |
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Operating income (loss) |
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21,958 |
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(3,238 |
) |
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OTHER INCOME (EXPENSE) |
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Interest expense |
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(992 |
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(961 |
) |
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Gain (loss) on sales of property and equipment |
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(9 |
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