**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D. C. 20549**

**FORM 10-K/A**

 

**ý****   Annual Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934**

 

**TransitionReport Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934**

 

FOR THE FISCAL YEAR ENDED **DECEMBER 31, 2003**

COMMISSION FILE NUMBER

**0-32667**

 

**CAP ROCK ENERGY CORPORATION**

** **

| **Texas**                | **75-2794300**                       |
|--------------------------|--------------------------------------|
| (State of Incorporation) | (I.R.S. Employer Identification No.) |

** **

| **500 West Wall Street, Suite 400  Midland, Texas**     | **79701**        |
|---------------------------------------------------------|------------------|
| (Address of principal executive office)                 | (Zip Code)       |
|                                                    |             |
| Registrant’s telephone number, including area code | **432-683-5422** |

 

**Securities registered pursuant to Section12(b) of the Act:**

** **

| **Title of Each Class** | **Name of each  exchange on which registered** |
|-------------------------|------------------------------------------------|
|                    |                                           |
| COMMON STOCK, PAR VALUE | AMERICAN STOCK EXCHANGE                        |
| $.01 PER SHARE          |                                           |

 

Securitiesregistered pursuant to Section 12(g) of the Act:                                                                              NONE

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

Yes ý          Noo

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.  ý

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2 of theAct).

Yes o          Noý

 

**THEAGGREGATE MARKET VALUE OF THE COMMON STOCK HELD BY NON-AFFILIATES OF THEREGISTRANT AS OF JUNE 30, 2003, WAS APPROXIMATELY $22,890,307 BASED ON THECLOSING PRICE OF $17.59 FOR THE COMMON STOCK ON THE AMERICAN STOCK EXCHANGE ASREPORTED BY THE WALL STREET JOURNAL.**

 

**THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ON MARCH 22, 2004, WAS1,567,725.**

**DOCUMENTSINCORPORATED BY REFERENCE**

**Portions of the Registrant’sdefinitive Proxy Statement for the 2004 annual meeting of its shareholders,which will be filed with the Commission not later than April 29, 2004, areincorporated by reference into Part III of this report.**

 

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**EXPLANATORY NOTE**

 

 

TheCompany is filing this amendment to its Annual Report on Form 10-K to amend theindependent auditors’ report of KPMG for the 2003 and 2002 periods, aspreviously shown on F-2.  The changeinvolves an additional clause referencing Schedule II — Valuation andQualifying Accounts, and including it in their opinion.

 

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**INDEPENDENTAUDITORS’ REPORT**

 

The Board of DirectorsCap Rock Energy Corporation:

 

We have audited the accompanying consolidatedbalance sheets of Cap Rock Energy Corporation and subsidiaries as of December31, 2003 and 2002, and the related consolidated statements of income,stockholders’ equity, and cash flows for the years then ended.  In connection with our audits of theconsolidated financial statements, we also have audited the consolidatedfinancial statement schedule, “Schedule II — Valuation and QualifyingAccounts,” for each of the years in the two-year period ended December 31,2003.  These consolidated financialstatements and the financial statement schedules are the responsibility of theCompany’s management.  Ourresponsibility is to express an opinion on these consolidated financialstatements based on our audits.  TheDecember 31, 2001, consolidated financial statements were audited by otherauditors who have ceased operations and whose report, dated March 29, 2002,expressed an unqualified opinion on those financial statements.

 

We conducted our auditsinaccordance with auditing standards generally accepted in the United States ofAmerica.  Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement.  An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements.  An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statementpresentation.  We believe that ouraudits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financialstatements referred to above present fairly, in all material respects, thefinancial position of Cap Rock Energy Corporation and subsidiaries as ofDecember 31, 2003 and 2002, and the results of their operations and their cashflows for the yearsthen ended in conformity with accountingprinciples generally accepted in the United States of America.  Also, in our opinion, the related financialstatement schedules when considered in relation to the basic consolidatedfinancial statements taken as a whole, present fairly in all material respects,the information set forth therein.

 

As discussed in Note 1 to the financialstatements, the Company changed its method of accounting for unbilled revenuein 2003.

 
|   |   |   |   |   |   | KPMG LLP |
|--------|--------|--------|--------|--------|--------|----------|

 

March 29, 2004

Midland, Texas

 

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**SIGNATURES**

 

Inaccordance with the requirements of the Securities Act of 1934, as amended, theRegistrant certifies that it has reasonable grounds to believe that it meetsall of the requirements for filing Form 10K/A and authorizes this Form 10K/A tobe signed on its behalf by the undersigned, thereunto duly authorized, in the Cityof Midland, Texas, on March 30, 2004.

** **
|   | **CAP ROCK ENERGY CORPORATION**            |
|--------|--------------------------------------------|
|   |                                       |
|   | By:                                        |
|   | /s/ David  W. Pruitt                       |
|   | David W. Pruitt                            |
|   | *Co-Chairman of the  Board, President And* |
|   | *Chief Executive  Officer*                 |

 

Pursuantto the requirements of the Securities Exchange Act of 1934 this report has beensigned below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

 

| Signature                |   | Title                                                         |   | Date           |
|--------------------------|--------|---------------------------------------------------------------|--------|----------------|
|                     |   |                                                          |   |           |
| /s/ David W. Pruitt      |   | Co-Chairman of the Board, President and                       |   | March 30, 2004 |
| David W. Pruitt          |   | Chief Executive Officer                                       |   |           |
|                     |   |                                                          |   |           |
| *                        |   | Senior Vice President, Chief Financial  Officer and Treasurer |   | March 30, 2004 |
| /s/ Lee D. Atkins        |   |                                                          |   |           |
|                     |   |                                                          |   |           |
| *                        |   | Co-Chairman of the Board                                      |   | March 30, 2004 |
| /s/ Russell E. Jones     |   |                                                          |   |           |
|                     |   |                                                          |   |           |
| *                        |   | Director                                                      |   | March 30, 2004 |
| /s/ S. D. Buchanan       |   |                                                          |   |           |
|                     |   |                                                          |   |           |
| *                        |   | Director                                                      |   | March 30, 2004 |
| /s/ Floyd L. Ritchey     |   |                                                          |   |           |
|                     |   |                                                          |   |           |
| *                        |   | Director                                                      |   | March 30, 2004 |
| /s/ Michael D. Schaffner |   |                                                          |   |           |
|                     |   |                                                          |   |           |
| *                        |   | Director                                                      |   | March 30, 2004 |
| /s/ Newell W. Tate       |   |                                                          |   |           |

 

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