<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-3880
TOM BROWN, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-1949781
------------------------------- ------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
P. O. BOX 2608
500 EMPIRE PLAZA BLDG.
MIDLAND, TEXAS 79701
--------------------------------------- ---------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
915-682-9715
----------------------------------------------------
(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 X NO
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 13, 1996.
CLASS OF COMMON STOCK OUTSTANDING AT MAY 13, 1996
--------------------- ---------------------------
$.10 PAR VALUE 21,123,994
<PAGE> 2
TOM BROWN, INC. AND SUBSIDIARIES
QUARTERLY REPORT FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C> <C>
Part I. Financial Information (Unaudited):
Consolidated Balance Sheets,
March 31, 1996 and December 31, 1995 4
Consolidated Statements of Operations,
Three Months ended March 31, 1996 and 1995 6
Consolidated Statements of Cash Flows,
Three Months ended March 31, 1996 and 1995 7
Notes to Consolidated Financial Statements 9
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 12
Part II. Other Information:
Item 6. Exhibits and Reports on Form 8-K 16
Signature 17
</TABLE>
2
<PAGE> 3
TOM BROWN, INC.
P. O. Box 2608
500 Empire Plaza Bldg.
Midland, Texas 79701
______________________
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
<PAGE> 4
TOM BROWN, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 1996 and December 31, 1995
<TABLE>
<CAPTION>
March 31, December 31,
Assets 1996 1995
------ ----------- -----------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,670,000 $ 4,982,000
Accounts receivable, net of allowance
for doubtful accounts of $58,000 at
March 31, 1996 and $58,000 at
December 31, 1995 11,703,000 7,408,000
Accounts receivable -
Wind River-Pavillion, Inc. 28,000 62,000
Inventories 450,000 246,000
Other 284,000 190,000
----------- -----------
Total current assets 18,135,000 12,888,000
----------- -----------
Property and equipment, at cost:
Oil and gas properties, based on the
successful efforts accounting method 218,524,000 186,624,000
Other equipment 23,302,000 12,056,000
----------- -----------
241,826,000 198,680,000
Less: Accumulated depreciation
and depletion 116,400,000 112,695,000
----------- -----------
Net property and equipment 125,426,000 85,985,000
----------- -----------
Senior gas indexed notes 51,093,000 51,093,000
Deferred income taxes, net 9,683,000 13,170,000
Other assets, net 1,390,000 1,038,000
----------- -----------
$ 205,727,000 $ 164,174,000
=========== ===========
</TABLE>
(continued)
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
TOM BROWN, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 1996 and December 31, 1995
<TABLE>
<CAPTION>
March 31, December 31,
Liabilities and Stockholders' Equity 1996 1995
------------------------------------ ----------- -----------
(Unaudited)
<S> <C> <C>
Current liabilities:
Accounts payable $ 10,083,000 $ 5,979,000
Accrued expenses 1,787,000 1,536,000
----------- -----------
Total current liabilities 11,870,000 7,515,000
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock, at $.10 par value.
Authorized 30,000,000 shares;
Outstanding 21,114,144 and
20,180,902 shares, respectively. 2,111,000 2,018,000
Convertible Preferred stock, at
$.10 par value. Authorized
2,500,000 shares; 100,000 -
1,000,000 shares outstanding.
Additional paid-in capital 261,024,000 224,889,000
Accumulated deficit (69,378,000) (70,248,000)
----------- -----------
Total stockholders' equity 193,857,000 156,659,000
----------- -----------
$ 205,727,000 $ 164,174,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
TOM BROWN, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
Three Months ended March 31, 1996 and 1995
<TABLE>
<CAPTION>
Three Months ended
March 31,
-----------------------------
1996 1995
---------- ----------
<S> <C> <C>
Revenues:
Gas and oil sales $ 8,433,000 $ 4,934,000
Marketing, gathering and processing 4,654,000 4,272,000
Interest income and other 118,000 222,000
---------- ----------
Total revenues 13,205,000 9,428,000
---------- ----------
Costs and expenses:
Gas and oil production 1,439,000 1,091,000
Taxes on gas and oil production 697,000 572,000
Cost of gas sold 3,651,000 3,729,000
Exploration costs 411,000 1,568,000
Impairments of leasehold costs 65,000 146,000
General and administrative 1,354,000 1,008,000
Depreciation, depletion and
amortization 3,717,000 2,320,000
Writedown of properties - 8,368,000
Other 7,000 -
---------- ----------
Total costs and expenses 11,341,000 18,802,000
---------- ----------
Income (loss) before income taxes 1,864,000 (9,374,000)
Income tax provision:
Recognition of deferred tax asset - 13,967,000
Income tax expense (634,000) (63,000)
---------- ----------
Net income $ 1,230,000 $ 4,530,000
---------- ----------
Preferred stock dividend $ 360,000 $ -
---------- ----------
Net income available to common
shareholders $ 870,000 $ 4,530,000
========== ==========
Weighted average number of common
shares outstanding 21,113,192 16,157,576
========== ==========
Net income per common share $ .04 $ .28
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
TOM BROWN, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Three Months ended March 31, 1996 and 1995
<TABLE>
<CAPTION>
Three Months ended
March 31,
-------------------------------
1996 1995
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 870,000 $ 4,530,000
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, depletion and amortization 3,717,000 2,320,000
Loss on sales of assets - 34,000
Option plan compensation 17,000 39,000
Exploration costs 411,000 1,568,000
Impairments of leasehold costs 65,000 146,000
Writedown of properties - 8,368,000
Deferred tax asset recognition 598,000 (13,967,000)
Changes in operating assets and
liabilities:
Decrease (increase) in accounts
receivable (4,261,000) 752,000
Decrease (increase) in inventories (204,000) 525,000
Increase in other current assets (94,000) (240,000)
Increase (decrease) in accounts
payable 4,851,000 (836,000)
Increase (decrease) in accrued expenses 251,000 (399,000)
Decrease (increase) in other
non-current assets (352,000) 1,000
---------- ----------
Net cash provided by operating activities $ 5,869,000 $ 2,841,000
---------- ----------
</TABLE>
(continued)
See accompanying notes to consolidated financial statements.
7
<PAGE> 8
TOM BROWN, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Three Months ended March 31, 1996 and 1995
<TABLE>
<CAPTION>
Three Months ended
March 31,
-------------------------------
1996 1995
---------- ----------
<S> <C> <C>
Cash flows from investing activities:
Proceeds from sales of assets $ - $ 313,000
Capital and exploration expenditures (4,978,000) (7,925,000)
Transaction costs for KNPC acquisition (264,000) -
---------- ----------
Net cash used in investing activities (5,242,000) (7,612,000)
---------- ----------
Cash flows from financing activities:
Proceeds from exercise of stock options 61,000 87,000
---------- ----------
Net cash provided by financing activities 61,000 87,000
---------- ----------
Net increase (decrease) in cash and cash
equivalents 688,000 (4,684,000)
---------- ----------
Cash and cash equivalents at beginning
of period 4,982,000 19,147,000
---------- ----------
Cash and cash equivalents at end of period $ 5,670,000 $ 14,463,000
========== ==========
Cash paid during the period for:
Interest $ - $ -
Taxes - 19,000
</TABLE>
See accompanying notes to consolidated financial statements.
8
<PAGE> 9
TOM BROWN, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Three Months ended March 31, 1996 and 1995
(Unaudited)
(1) During interim periods, Tom Brown, Inc. follows the accounting policies set
forth in its Annual Report to Stockholders and its Report on Form 10-K filed
with the Securities and Exchange Commission. Users of financial information
produced for interim periods are encouraged to refer to the footnotes contained
in the Annual Report to Stockholders when reviewing interim financial results.
In the opinion of management, the accompanying interim financial statements
contain all material adjustments, consisting only of normal recurring
adjustments necessary for a fair presentation. Certain reclassifications have
been made to amounts reported in previous periods to conform to the 1996
presentation.
(2) Senior Gas Indexed Notes
On May 31, 1995, the Company announced that it had written to Presidio Oil
Company in order to propose a business combination between the two companies.
On June 28, 1995, the Company purchased approximately $56 million principal
amount of the outstanding $100 million principal amount of GINs of Presidio for
approximately $51 million, including accrued interest. Presidio was unable to
meet the interest payment on the GINs due on May 15, 1995 and is therefore in
default under terms of the GINs. The purchase of the GINs was funded by the
$51 million demand note.
Although management believes its investment in the GINs is a strategic part
of its efforts to gain control of Presidio, there can be no assurances as to
when, if ever, such control will be attained. A failure to gain control could
result in the Company not recovering its initial investment in the GINs. In
addition, the value of the Company's investment in the GINs may be adversely
affected by the results of operations and financial condition of Presidio,
which is dependent in large part on the prices Presidio realizes for its gas
and oil production, as well as the ultimate outcome of Presidio's efforts to
restructure its outstanding indebtedness or to be acquired by another party and
the timing thereof. There is not currently an active trading market for the
GINs, and the Company may experience difficulty in selling the GINs if it
desires to do so in the future.
9
<PAGE> 10
TOM BROWN, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(4) Acquisition of KN Production Company ("KNPC")
On January 31, 1996, the Company and KN Energy, Inc. ("KNE") closed joint
transactions which resulted in (i) the Company's acquisition of all of the
issued and outstanding stock of KNPC, formerly a wholly owned subsidiary of
KNE, and (ii) KNE's acquisition of 1,000,000 shares of the Company's $1.75
Convertible Preferred Stock, Series A (the "Series A Preferred Stock"), and
918,367 shares of the Company's Common Stock. The Series A Preferred Stock
carries a 7% dividend, payable quarterly. In addition, Wildhorse Energy
Partners, LLC ("Wildhorse") was formed by the Company and KNE for the purpose
of providing gas gathering, processing, marketing, field and storage services.
The transaction, accounted for as a purchase, was valued at $36.25
million, of which $25 million was paid in the form of 1,000,000 shares of the
Company's Series A Preferred Stock and the remaining $11.25 million was paid in
the form of 918,367 shares of the Company's Common Stock, based on a price per
share of $12.25. The addition of KNPC added approximately 34.5 Bcfe of proved
gas equivalent reserves, 243,000 net undeveloped acres and a natural gas
storage facility.
Wildhorse was created to provide gathering, processing, marketing, storage
and field services to Rocky Mountain gas and oil producers and others. It will
also pursue the construction or acquisition of gathering, processing and
storage areas of the Rocky Mountain region. Wildhorse is jointly owned by the
Company (45 percent) and KNE (55 percent). Wildhorse is operated by KNE under
the direction of an operating team with equal representation from KNE and the
Company.
Under Wildhorse, the Company has dedicated significant amounts of its Rocky
Mountain gas production to Wildhorse for gathering, processing and marketing.
KNE contributed substantial gas marketing contracts and a natural gas pipeline
in western Colorado.
The following table presents the unaudited pro forma revenues, net income
and net income per share for the three months ended March 31, 1995 and 1996,
assuming that the KNPC transaction occurred January 1, 1995.
<TABLE>
<CAPTION>
March 31,
-----------------------
1996 1995
------ ------
<S> <C> <C>
Revenues $ 13,205 $ 12,227
====== ======
Net income $ 1,230 $ 4,505
Preferred stock dividend 360 360
------ ------
Net income available to common
shareholders $ 870 $ 4,145
====== ======
Net income per common share $ .04 $ .26
====== ======
</TABLE>
10
<PAGE> 11
TOM BROWN, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(5) Income Taxes
Statement of Financial Accounting Standard No. 109, "Accounting for Income
Taxes" (the "Statement") was adopted by the Company effective as of January 1,
1993 requires a balance sheet approach to the calculation of deferred income
taxes. The Company has significant net operating loss carryforwards and,
therefore, calculated a net deferred tax asset upon adoption of the Statement.
However, due to the Company's history of net operating losses prior to 1995, a
valuation allowance was recorded equal to the amount of the net deferred tax
asset.
Based on 1993 and 1994 additions to the Company's gas and oil reserves and
the resulting increases in anticipated future income, the Company expects to
realize a major portion of the future benefit of its net operating loss
carryforwards prior to their expiration. Accordingly, that portion of the
valuation allowance was reversed in the first quarter of 1995. A valuation
allowance of approximately $9.9 million has been retained against the Company's
net deferred tax assets at March 31, 1996 based on management's estimate of
the recoverability of future tax benefits.
Temporary differences and carryforwards which gave rise to significant
portions of deferred tax assets (liabilities) are as follows:
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Net operating loss carryforwards.................... $ 22,406,000 $ 23,070,000
Gas and oil acquisition, exploration and development
costs deducted for tax purposes in excess of book.. (11,561,000) (8,074,000)
Investment tax credit carryforwards................. 4,813,000 4,813,000
Option plan compensation............................ 1,513,000 1,507,000
Other............................................... 2,435,000 2,435,000
---------- ----------
Net deferred tax asset............................ 19,606,000 23,751,000
Valuation allowance................................. (9,923,000) (10,581,000)
------------ ------------
Recognized net deferred tax asset................. $ 9,683,000 $ 13,170,000
============ ============
</TABLE>
At March 31, 1996, the Company had investment tax credit carryforwards of
approximately $4.8 million and net operating loss carryforwards of
approximately $65.9 million. The carryforwards will expire between 1996 and
2005. Additionally, the Company has approximately $3.9 million of statutory
depletion carryforwards and $0.4 million of AMT credit carryforwards that may
be carried forward indefinitely.
11
<PAGE> 12
TOM BROWN, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
On January 31, 1996, the Company and KN Energy, Inc. ("KNE") closed joint
transactions which resulted in (i) the Company's acquisition of all of the
issued and outstanding stock of KNPC, formerly a wholly owned subsidiary of
KNE, and (ii) KNE's acquisition of 1,000,000 shares of the Company's $1.75
Convertible Preferred Stock, Series A (the "Series A Preferred Stock"), and
918,367 shares of the Company's Common Stock. In addition, Wildhorse Energy
Partners, LLC ("Wildhorse") was formed by the Company and KNE for the purpose
of providing gas gathering, processing, marketing, field and storage services.
The transaction, accounted for as a purchase, was valued at $36.25
million, of which $25 million was paid in the form of 1,000,000 shares of the
Company's Series A Preferred Stock and the remaining $11.25 million was paid in
the form of 918,367 shares of the Company's Common Stock, based on a price per
share of $12.25.
Selected Operating Data
<TABLE>
<CAPTION>
Three Months
ended
March 31,
------------------------
1996 1995
------ -----
<S> <C> <C>
Revenues (in thousands):
Natural gas sales............................ $ 6,153 $ 3,413
Crude oil sales.............................. 2,280 1,521
Marketing, gathering and processing.......... 4,654 4,272
Other........................................ 118 222
------ -----
Total revenues......................... $13,205 $ 9,428
====== =====
Net income (loss) (in thousands)................ $ 1,803 $ 4,530
====== =====
Natural gas production (MMcf)................... 3,874 2,549
Crude oil production (MBbls).................... 135 94
Average natural gas sales price ($/Mcf)......... $ 1.59 $ 1.34
Average crude oil sales price ($/Bbl)........... $ 16.89 $ 16.18
</TABLE>
Revenues
During the three-month period ended March 31, 1996, revenues from natural gas
and oil production increased $3.5 million to $8.4 million compared to the same
period in 1995. An increase in natural gas sales volumes of 52% increased
revenues by approximately $2.1 million. An increase in average natural gas
prices received by the Company from $1.34 per Mcf to $1.59 per Mcf increased
revenues by approximately $.6 million. An increase in oil sales volumes of 44%
increased revenues by approximately $.7 million for the three months ended
March 31, 1996. An increase in the average crude oil sales prices from $16.18
to $16.89 per barrel increased revenues $.1 million.
Revenues from natural gas and oil production from the KNPC acquisition for the
12
<PAGE> 13
TOM BROWN, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
first quarter of 1996 accounted for $1.3 million of the $3.5 million increase.
Additionally, production from new wells in the Company's Val Verde Basin of
Texas increased revenues $1.5 million.
Marketing, gathering and processing revenues increased $.4 million for the
three-month period ended March 31, 1996 as a result of the increased activity
in the Company's natural gas marketing operations through Wildhorse, its newly
formed joint venture with KN Energy, Inc.
Costs and Expenses
Costs and expenses for the three months ended March 31, 1996 decreased
approximately 40% to $11.3 million as compared to the same period in 1995 due
primarily to a writedown of properties of $8.4 million resulting from the early
adoption of Statement of Financial Accounting Standards No, 121, "Accounting
for Impairment of Long-lived Assets. . ." in the first quarter of 1995. Natural
gas and oil production expense increased $.3 million as a result of the addition
of the KNPC properties. Taxes on gas and oil production increased $.1 million
due to increased sales volumes in the Val Verde Basin and from the KNPC
properties. Exploration costs decreased $1.2 million due to exploratory dry
hole costs in the first quarter of 1995. General and administrative expenses
increased $.4 million due to additional costs incurred with the addition of
KNPC. Depreciation, depletion and amortization increased $1.4 million due to
the addition of the KNPC properties and additional Val Verde Basin wells.
The Company recognized in the first quarter of 1995 a net deferred tax asset
in the amount of $13,967,000 and corresponding credit to deferred income tax
expense. Deferred tax assets (related primarily to the Company's net operating
loss and investment tax credit carryforwards) were initially recorded in 1993,
but these tax assets had been reserved entirely by a valuation allowance up
until 1995. Based on 1993 and 1994 additions to the Company's oil and gas
reserves and the resulting increases in anticipated future income, the Company
expects to realize a major portion of the future benefit of its net operating
loss carryforwards prior to their expiration. Accordingly, that portion of the
valuation allowance was reversed in the first quarter of 1995. A valuation
allowance of approximately $9.9 million has been retained against the Company's
net deferred tax assets at March 31, 1996 based on management's estimate of
the recoverability of future tax benefits.
Capital Expenditures: Liquidity
The Company maintains a $65 million Credit Facility under a Credit Agreement
entered into in September 1995. The Credit Facility matures in September 1998.
Borrowings under the Credit Facility are unsecured and bear interest, at the
election of the Company, at a rate equal to (i) the greater of the agent bank's
prime rate or the federal funds effective rate plus 0.50% or (ii) the agent
bank's eurodollar rate plus a margin ranging from 0.75% to 1.00%. Interest on
amounts outstanding under the Credit Facility is due on the last day of each
month in the case of loans bearing
13
<PAGE> 14
TOM BROWN, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
interest at the prime rate or federal funds rate and, in the case of loans
bearing interest at the eurodollar rate, interest payments are due on the last
day of each applicable interest period of one, two or three-month periods, as
selected by the Company at the time of borrowing or, in the case of six-month
periods if selected by the Company, interest payments are due on the last day
of each three-month period.
The Company's capital expenditures for the three-month period ended March 31,
1996 were approximately $4.6 million as compared to $7.0 million in the same
period in 1995.
The Company has historically funded capital expenditures and working capital
requirements with internally generated cash and borrowings. During the three
months ended March 31, 1996, net cash provided by operating activities was $8
million as compared to $2.8 million for the same period of 1995.
14
<PAGE> 15
TOM BROWN, INC.
P. O. Box 2608
500 Empire Plaza Bldg.
Midland, Texas 79701
__________________________
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
FORM 10-Q
__________________________
PART II OF TWO PARTS
OTHER INFORMATION
15
<PAGE> 16
TOM BROWN, INC. AND SUBSIDIARIES
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Description
Exhibit No. 11 Computation of Per Share Earnings
Exhibit No. 27 Financial Data Schedule
(b) Reports on Form 8-K
In its Form 8-K Report dated February 15, 1996, the Company reported
under Item 2., Acquisition or Disposition of Assets, that the
Company, a Delaware corporation, and K N Energy, Inc., a Kansas
corporation, closed the joint transactions announced by them on
December 14, 1995, and reported in the Company's Form 8-K Report
dated December 19, 1995. As a result of these transactions, (i) the
Company acquired all of the issued and outstanding stock of K N
Production Company, formerly a wholly owned subsidiary of K N
Energy, Inc. ("KNE"), and KNE acquired 1,000,000 shares of the
Company's $1.75 Convertible Preferred Stock, Series A, and 918,367
shares of the Company's Common Stock, and (ii) a new limited
liability company, Wildhorse Energy Partners, LLC, was formed by
the Company and KNE under the laws of Delaware for the principal
purpose of providing gas gathering, processing, marketing, field
and storage services.
(c) Reports on Form 8-K/A
In its Form 8-K/A Report dated April 15, 1996, the Company included
under Item 7., Financial Statements and Exhibits, the audited KN
Production Company Balance Sheets for the years ended December 31,
1995 and 1994, Statements of Operations for the years ended December
31, 1995, 1994 and 1993, Statements of Changes in Stockholder's
Equity at December 31, 1995, 1994 and 1993, and Statements of Cash
Flows for the years ended December 31, 1995, 1994 and 1993, and Tom
Brown, Inc., and Subsidiaries Unaudited Pro Forma Condensed
Consolidated Balance Sheets for the Twelve Months ended December 31,
1995 and Unaudited Pro Forma Condensed Consolidated Statements of
Operations for the Twelve Months ended December 31, 1995.
16
<PAGE> 17
TOM BROWN, INC. AND SUBSIDIARIES
OTHER INFORMATION
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TOM BROWN, INC.
--------------------------------------
(Registrant)
May 13, 1995 /s/ Kim Harris
- ------------ --------------------------------------
Date Kim Harris
Controller
(Mr. Harris is the Chief Financial
Officer and is duly authorized to
sign on behalf of the Registrant)
17
<PAGE> 18
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
11 Computation of Per Share Earnings
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
(Amounts in million, except for per share amounts)
<TABLE>
<CAPTION>
Three Months ended
March 31,
-----------------------
1996 1995
---------- ----------
<S> <C> <C>
Primary
Weighted average common shares outstanding 21,113,192 15,524,283
Net effect of dilutive stock options 597,330 633,293
---------- ----------
Total common shares 21,710,522 16,157,576
========== ==========
Net income to common shareholders $ 870,000 $ 4,530,000
========== ==========
Primary earnings per common share $ .04 $ .28
========== ==========
Fully Diluted
Weighted average common shares outstanding 21,113,192 15,524,283
Net effect of dilutive stock options 597,330 633,293
Effect of convertible preferred stock 1,666,000 -
---------- ----------
Total common shares 23,376,522 16,157,576
========== ==========
Net income to common shareholders $ 1,230,000 $ 4,530,000
========== ==========
Fully diluted earnings per common share $ .05 $ .28
========== ==========
</TABLE>
18
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 5,670
<SECURITIES> 0
<RECEIVABLES> 11,731
<ALLOWANCES> 58
<INVENTORY> 450
<CURRENT-ASSETS> 18,135
<PP&E> 241,826
<DEPRECIATION> 116,400
<TOTAL-ASSETS> 205,727
<CURRENT-LIABILITIES> 11,870
<BONDS> 0
<COMMON> 2,111
0
100
<OTHER-SE> 191,646
<TOTAL-LIABILITY-AND-EQUITY> 205,727
<SALES> 8,433
<TOTAL-REVENUES> 13,205
<CGS> 5,787
<TOTAL-COSTS> 11,341
<OTHER-EXPENSES> 1,354
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,864
<INCOME-TAX> 1,230
<INCOME-CONTINUING> 870
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 870
<EPS-PRIMARY> .04
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</TABLE>
