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 EXCHANGE ACT OF 1934 |
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FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER 001-31308
TOM BROWN, INC.
(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 STREET |
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80202 |
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
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(ZIP CODE) |
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 May 4, 2004.
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CLASS OF COMMON STOCK |
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OUTSTANDING AT MAY 4, 2004 |
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$.10 PAR VALUE |
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46,221,871 |
TOM BROWN, INC. AND SUBSIDIARIES
QUARTERLY REPORT FORM 10-Q
INDEX
2
TOM
BROWN, INC.
555 Seventeenth Street, Suite 1850
Denver, Colorado 80202
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FORM 10-Q
PART I OF TWO PARTS
FINANCIAL INFORMATION
3
TOM BROWN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
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March 31, 2004 |
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December 31, 2003 |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
16,586 |
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$ |
34,256 |
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Accounts receivable, net of allowance for doubtful accounts |
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141,421 |
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117,073 |
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Fair value of derivative instruments |
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957 |
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1,230 |
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Inventories |
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1,908 |
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1,045 |
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Other |
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6,245 |
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7,772 |
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Total current assets |
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167,117 |
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161,376 |
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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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1,614,169 |
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1,563,680 |
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Gas gathering, processing and other plant |
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121,610 |
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119,592 |
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Other |
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47,080 |
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44,956 |
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Total property and equipment |
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1,782,859 |
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1,728,228 |
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Less: Accumulated depreciation and depletion |
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433,966 |
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423,661 |
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Net property and equipment |
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1,348,893 |
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1,304,567 |
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OTHER ASSETS: |
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Goodwill, net |
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84,484 |
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84,484 |
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Deferred loan fees and other assets |
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18,352 |
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18,007 |
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$ |
1,618,846 |
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$ |
1,568,434 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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Accounts payable |
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$ |
91,727 |
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$ |
98,248 |
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Accrued expenses |
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56,974 |
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42,263 |
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Fair value of derivative instruments |
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17,282 |
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2,301 |
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Total current liabilities |
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165,983 |
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142,812 |
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BANK DEBT |
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138,000 |
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169,080 |
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SENIOR SUBORDINATED NOTES |
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225,000 |
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225,000 |
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DEFERRED INCOME TAXES |
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203,755 |
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189,131 |
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OTHER NON-CURRENT LIABILITIES |
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30,893 |
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29,459 |
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STOCKHOLDERS’ EQUITY: |
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Convertible preferred stock, $.10 par value, Authorized 2,500,000 shares; none issued |
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— |
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Common stock, $.10 par value, Authorized 55,000,000 shares; Issued and outstanding 46,123,780 and 45,669,313 shares, respectively |
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4,612 |
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4,567 |
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Additional paid-in capital |
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704,256 |
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693,414 |
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Unearned stock compensation |
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(1,987 |
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(2,148 |
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Retained earnings |
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154,573 |
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112,415 |
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Accumulated other comprehensive (loss) income |
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(6,239 |
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4,704 |
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Total stockholders’ equity |
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855,215 |
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812,952 |
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$ |
1,618,846 |
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$ |
1,568,434 |
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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 March 31, |
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2004 |
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2003 |
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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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$ |
143,343 |
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80,480 |
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Gathering and processing |
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5,936 |
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6,076 |
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Marketing and trading |
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5,517 |
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13,854 |
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Drilling |
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4,789 |
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3,077 |
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Loss on sale of properties |
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(632 |
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Interest income and other |
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42 |
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551 |
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Total revenues |
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158,995 |
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104,038 |
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COSTS AND EXPENSES: |
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Gas and oil production |
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11,364 |
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8,185 |
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