UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
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COMMISSION FILE NUMBER 001-31308 |
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TOM BROWN, INC. |
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) |
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DELAWARE |
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95-1949781 |
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(STATE OR OTHER JURISDICTION OF |
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(I.R.S. EMPLOYER |
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555 SEVENTEENTH
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80202 |
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
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(ZIP CODE) |
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303-260-5000
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 ý NO o
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of November 5, 2003.
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CLASS OF COMMON STOCK |
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OUTSTANDING AT NOVEMBER 5, 2003 |
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$.10 PAR VALUE |
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45,594,797 |
TOM
BROWN, INC. AND SUBSIDIARIES
QUARTERLY REPORT FORM 10-Q
INDEX
2
TOM BROWN, INC.
555 Seventeenth Street, Suite 1850
Denver, Colorado 80202
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FORM 10-Q
PART I OF TWO PARTS
FINANCIAL INFORMATION
3
TOM BROWN INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
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September 30, 2003 |
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December 31, 2002 |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
29,861 |
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$ |
13,555 |
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Accounts receivable, net of allowance for doubtful accounts |
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102,585 |
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47,414 |
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Fair value of derivative instruments |
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4,077 |
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— |
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Inventories |
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1,392 |
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1,808 |
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Other |
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4,940 |
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3,988 |
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Total current assets |
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142,855 |
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66,765 |
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PROPERTY AND EQUIPMENT, AT COST: |
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Gas and oil properties, successful efforts method of accounting |
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1,533,302 |
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959,807 |
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Gas gathering, processing and other plant |
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111,888 |
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101,054 |
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Other |
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42,799 |
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35,930 |
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Total property and equipment |
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1,687,989 |
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1,096,791 |
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Less: Accumulated depreciation, depletion and amortization |
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398,342 |
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320,306 |
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Net property and equipment |
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1,289,647 |
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776,485 |
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OTHER ASSETS: |
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Goodwill |
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84,484 |
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— |
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Other assets |
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19,948 |
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7,702 |
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Total other assets |
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104,432 |
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7,702 |
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$ |
1,536,934 |
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$ |
850,952 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
84,774 |
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$ |
42,773 |
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Accrued expenses |
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44,740 |
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21,993 |
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Fair value of derivative instruments |
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911 |
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10,886 |
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Total current liabilities |
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130,425 |
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75,652 |
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BANK DEBT |
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184,080 |
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133,172 |
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SENIOR SUBORDINATED NOTES |
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225,000 |
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— |
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DEFERRED INCOME TAXES |
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187,351 |
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73,967 |
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OTHER NON-CURRENT LIABILITIES |
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28,017 |
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4,543 |
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STOCKHOLDERS’ EQUITY: |
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Convertible preferred stock, $.10 par value |
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— |
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— |
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Common Stock, $.10 par value |
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4,558 |
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3,926 |
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Additional paid-in capital |
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690,880 |
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537,449 |
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Retained earnings |
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86,913 |
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29,678 |
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Deferred compensation |
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(2,092 |
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Accumulated other comprehensive income (loss) |
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1,802 |
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(7,435 |
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Total stockholders’ equity |
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782,061 |
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563,618 |
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$ |
1,536,934 |
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$ |
850,952 |
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See accompanying notes to consolidated financial statements.
4
TOM BROWN, INC. AND
SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2003 |
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2002 |
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2003 |
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2002 |
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(Unaudited) |
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(Unaudited) |
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REVENUES: |
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Gas, oil and natural gas liquids sales |
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$ |
110,902 |
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$ |
40,749 |
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$ |
269,862 |
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$ |
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