Filed by Cimarex Energy Co.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Cimarex Energy Co.
Commission File No.:123-02238
July 24, 2002
HELMERICH & PAYNE ANNOUNCES THIRD QUARTER EARNINGS
TULSA, OK., -- Helmerich & Payne, Inc. announced net income of
$28,218,000 ($0.56 per share, on a diluted basis) from revenues of
$185,467,000 for the third quarter ended June 30, 2002, compared with net
income of $40,437,000 ($0.79 per share, on a diluted basis) from revenues
of $217,222,000 for the third quarter of the prior fiscal year. Net income
for the first nine months of this fiscal year totaled $54,694,000 ($1.09
per share, on a diluted basis) from revenues of $515,190,000, compared with
net income of $116,026,000 ($2.28 per share, on a diluted basis) from
revenues of $631,341,000 for the same period last year. This year's third
quarter and year-to-date results include net income from the sale of
investment securities of $15,468,000 ($0.30 per share) and $15,792,000
($0.31 per share), compared to $1,423,000 and $1,497,000 ($0.03 per share)
for the same periods of fiscal 2001.
Contract Drilling Division
Total Contract Drilling Division operating profit for the third
quarter was $17,907,000, down slightly from $17,949,000 for the previous
quarter, and down substantially from $38,263,000 recorded for the third
quarter of last year. Third quarter operating profit for U.S. operations of
$14,360,000 was a slight improvement over the previous quarter's operating
profit of $13,533,000, but down from $30,305,000 recorded in last year's
third quarter. Average revenue per day for the U.S. land rig fleet was
$11,501 for the recent quarter, compared with $12,386 for the second
quarter of this year and $15,420 for the third quarter of 2001. Average
U.S. land rig utilization was 85% for the current quarter, compared with
76% for the previous quarter, and 98% for the third quarter of 2001. The
average number of H&P land rigs available for work in the U.S. has
increased 30%, from 44.6 rigs in the third quarter of last year, to 58.1
rigs during the third quarter of this year. The increase is due to the
additional FlexRigs(TM) constructed by the Company over the past year, as
well as four rigs moved from international locations to the U.S.
Revenues and profitability were flat in the Company's U.S.
offshore platform rig business, even though rig utilization for the
Company's fleet fell to 81% during the quarter, compared to 89% in the
previous quarter, and 100% in last year's third quarter. Performance for
the quarter was helped by reduced operating costs and the commencement of
work for the Company's new offshore platform Rigs 205 and 206.
Operating profit for the Company's international operations fell
to $3,547,000 for the third quarter, compared with $4,416,000 for the
previous quarter, and $7,958,000 for last year's third quarter. Rig
utilization averaged 48% for the current quarter, compared with 58% in the
previous quarter, and 60% in last year's third quarter. Rig activity
continued to be low in all Company international locations except in
Ecuador where rig utilization averaged 86% for the quarter. Rig activity in
Venezuela, where the Company operates 14 of its 33 international rigs,
averaged 38% for the quarter.
As previously announced, the Company has begun construction of its
third series of the H&P-designed FlexRig. The current series of rigs, named
FlexRig3, is being assembled in the Company's construction facility in
Houston. Two of the new FlexRig3s recently were deployed to the field to
commence operations for customers. An additional 23 rigs are scheduled to
be completed within the next 12-14 months. The next six FlexRig3s to be
completed are already committed to specific customers for work. Rig
utilization for all FlexRigs since 1998 have averaged over 95%. Upon the
projected completion in late fiscal 2003 of the FlexRig3 project, it is
estimated that the H&P land rig fleet in the U.S. will total 83 rigs,
representing a 43% increase over the 58 rigs available during the recent
quarter.
To help finance the FlexRig3 construction and future capital
requirements, the Company is currently negotiating a $200,000,000
intermediate term debt facility. This facility will provide for staged
maturities from 5 to 12 years. The Company expects to finalize this
facility in mid August 2002. To provide short-term financial flexibility,
the Company recently sold a portion of its stock portfolio, generating
$36,819,000 of gross proceeds, and also increased its revolving bank lines
of credit to a total of $175,000,000. The Company currently has bank
borrowings of $50,000,000 and its remaining stock portfolio has a market
value of approximately $170,000,000.
Oil and Gas Division
As announced on February 25, 2002, the Company and Key Production
Company, Inc. (Key) have signed a definitive agreement that provides for
Helmerich & Payne, Inc. to spin off its Oil and Gas Division to its
shareholders and for the newly spun company to combine with Key. The
combined company, named Cimarex Energy Co., will be a new publicly traded
exploration and production company. The boards of directors of H&P and Key
have each unanimously approved the contemplated transaction. The
transaction will close after receipt of necessary Key shareholder and
regulatory approvals, including the receipt of a favorable letter ruling
from the Internal Revenue Service. Closing will likely occur prior to the
end of the Company's fiscal year (September 30, 2002). Approval of the
transaction by H&P's shareholders will not be required. Subject to a
favorable IRS ruling, it is anticipated that the transaction will be tax
free to H&P and will be tax deferred to the shareholders of H&P and Key.
Application will be made for Cimarex shares to be listed on the New York
Stock Exchange.
During the third quarter, the Company's Oil and Gas Division
recorded improved operating profit over the previous quarter of this year,
but significantly lower than recorded for last year's third quarter.
Operating profit for the current quarter was $8,540,000, compared with
$3,985,000 during the previous quarter, and $24,083,000 during last year's
third quarter. The average price received for the Company's natural gas
production was $2.94 per mcf during the recent quarter, compared with $2.05
in the previous quarter, and $4.27 per mcf for last year's third quarter.
Oil prices averaged $24.34 per barrel during the recent quarter, compared
with $20.11 during the previous quarter, both down from the $26.12 per
barrel received for Company oil production during last year's third
quarter. Production volumes were flat in both natural gas and oil compared
with the previous quarter, but were down in both categories compared with
the third quarter of last year. Operating profit for this quarter improved
over last quarter due primarily to the improvement in natural gas prices,
even though dry hole, depreciation and depletion expenses were up over the
previous quarter. Additionally, there was an impairment charge on producing
properties for the quarter of $2,464,000.
Outlook
Guidance for Helmerich & Payne, Inc.'s net income for fiscal year
2002 remains the same as that announced previously. Net income for the year
is anticipated to be in the range of $1.00 to $1.10 per share, exclusive of
the $0.31 per share net income recorded for gains from the sale of equity
securities. This year's earnings guidance assumes a full year of income
from the Company's Oil and Gas Division.
Company President and C.E.O., Hans Helmerich commented, "Although
industry conditions remain soft at this point, we continue to be encouraged
by the market's response to the planned spin/merge and the selection of Key
Production Company as Cimarex's merger partner. Additionally, recent field
performance data are confirming reasons why the H&P FlexRig is in high
demand and underscores our enthusiasm for the FlexRig3 construction
program."
Helmerich & Payne, Inc. (HP/NYSE) is an energy-oriented company
engaged in contract drilling and oil and gas exploration and production.
Currently, H&P has 60 U.S. land rigs, 12 U.S. platform rigs located in the
Gulf of Mexico, and 33 rigs located in South America. Of the 60 U.S. land
rigs currently available, 20 are the H&P-designed FlexRig. The Company is
scheduled to complete the construction of an additional 23 FlexRigs to be
put in service over the next 12 to 14 months.
Helmerich and Payne, Inc.'s conference call/web cast is scheduled
for this afternoon at 3:30 EST (2:30 CST). To listen, go to
http://www.firstcallevents.com/service/ajwz361263400gf12.html. Due to
applicable SEC regulations, the Company has elected not to archive this
conference call on its website.
Forward-Looking Statements
It should be noted that this announcement contains certain
statements that may be deemed to be "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include, without limitation, statements
regarding the consummation of the proposed spin-off and merger, its effect
on future earnings, cash flow or other operating results, the expected
closing date of the proposed spin-off and merger, any other effect or
benefit of the proposed spin-off and merger, the tax treatment of the
proposed spin-off and merger and the combined company, market prospects,
and any other statements that are not historical facts. H&P and Key
strongly encourage readers to note that some or all of the assumptions upon
which such forward-looking statements are based are beyond their ability to
control or estimate precisely, and may in some cases be subject to rapid
and material changes. Such assumptions include, but are not limited to,
costs and difficulties related to the integration of the businesses, costs,
delays and other difficulties related to the proposed spin-off and merger,
closing conditions not being satisfied, general market conditions
prevailing in the exploration for and development and production of oil and
gas (including inflation or lack of availability of goods and services,
environmental risks, drilling risks and regulatory changes), operating
hazards and delays, actions by customers and other third parties, the
future price of oil and gas, and other factors detailed in H&P's filings
with the Securities and Exchange Commission (the "SEC"), which are
available free of charge on the SEC's website at www.sec.gov. Should one or
more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
indicated. H&P and Key undertake no obligation to publicly update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Additional Information
In connection with the proposed spin-off and merger, Key and
Cimarex filed with the SEC on May 9, 2002, a Registration Statement No.
333-87948 on Form S-4. Investors and security holders are urged to
carefully read the Registration Statement regarding the proposed
transaction because it contains important information. Investors and
security holders may obtain a free copy of the Registration Statement and
other documents containing information about Key and H&P's oil and gas
division, without charge, at the SEC's web site at www.sec.gov. Copies of
the Registration Statement and the SEC filings incorporated by reference
therein may also be obtained for free by directing a request to either: Key
Production Company, Inc., 707 Seventeenth Street, Suite 3300, Denver,
Colorado 80202, Attention: Sharon M. Pope, Assistant Corporate Secretary;
telephone 303-295-3995, fax: 303-295-3494, or Helmerich & Payne, Inc, Utica
at Twenty-First Street, Tulsa, Oklahoma 74114, Attention: Steven R. Mackey,
Corporate Secretary; telephone 918-742-5531, fax 918-743-2671.
Participants in Solicitation
H&P and Cimarex and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies
from Key's shareholders in connection with the proposed merger. Hans
Helmerich, Douglas E. Fears and Steven R. Mackey are currently directors of
Cimarex, and each of them and Steven R. Shaw are currently officers of
Cimarex (the "Cimarex Participants"). None of the Cimarex Participants
beneficially owns any shares of Cimarex common stock. The Cimarex
Participants are all executive officers of H&P. Information concerning
H&P's participants In the solicitation is set forth in H&P's proxy
statement dated January 25, 2002, which is filed with the SEC. Key's
shareholders may obtain additional information about the interests of all
such participants in the proposed merger by reading Registration Statement
No. 333-87948 on Form S-4 which was filed with the SEC on May 9, 2002.
Investors should read the Registration Statement carefully before making
any voting or investment decisions.
Contact: Doug Fears
(918) 748-5208
HELMERICH & PAYNE, INC.
Unaudited
(in thousands, except per share data)
06/30/02 09/30/01
Consolidated Condensed Balance Sheets
ASSETS:
Total current assets .......................................... $ 216,694 $ 331,412
Investments ................................................... 167,356 200,286
Net property, plant, and equipment ............................ 978,414 818,404
Other assets .................................................. 12,796 14,405
---------- ----------
TOTAL ASSETS ................................................... $1,375,260 $1,364,507
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Total current liabilities ..................................... $ 83,953 $ 121,221
Total noncurrent liabilities .................................. 179,840 166,809
Long-term debt ................................................ 50,000 50,000
Total Shareholders' Equity .................................... 1,061,467 1,026,477
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ..................... $1,375,260 $1,364,507
========== ==========
Three Months Ended Nine Months Ended
June 30 June 30
2002 2001 2002 2001
------------------ ------------------
Consolidated Statements of Income
REVENUES:
Sales and other operating revenues ........................ $ 159,912 $ 212,573 $486,668 $621,138
Income from investments ................................... 25,555 4,649 28,522 10,203
---------- --------- -------- --------
185,467 217,222 515,190 631,341
---------- --------- -------- --------
COST AND EXPENSES:
Operating costs ........................................... 91,464 111,120 290,714 312,242
Depreciation, depletion and amortization .................. 25,728 21,341 74,614 62,103
Dry holes and abandonments ................................ 5,628 6,878 15,751 25,626
Taxes, other than income taxes ............................ 10,389 10,276 28,502 31,210
General and administrative ................................ 4,127 3,449 14,053 11,662
Interest .................................................. ( 684) (1,626) 32 (951)
--------- --------- --------- ---------
136,652 151,438 423,666 441,892
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES AND EQUITY
IN INCOME OF AFFILIATES .................................... 48,815 65,784 91,524 189,449
INCOME TAX EXPENSE ......................................... 21,259 25,679 39,354 74,832
EQUITY IN INCOME OF AFFILIATES,
net of income taxes ....................................... 662 332 2,524 1,409
--------- --------- --------- ---------
NET INCOME ................................................. $ 28,218 $ 40,437 $ 54,694 $ 116,026
========= ========= ========= =========
EARNINGS PER COMMON SHARE:
Basic ..................................................... $ 0.57 $ 0.80 $ 1.10 $ 2.31
Diluted ................................................... $ 0.56 $ 0.79 $ 1.09 $ 2.28
Average common shares outstanding:
Basic ..................................................... 49,855 50,467 49,793 50,159
Diluted ................................................... 50,574 51,256 50,306 50,941
HELMERICH & PAYNE, INC.
Unaudited
(in thousands)
Three Months Ended Nine Months Ended
June 30 June 30
2002 2001 2002 2001
-------------------- --------------------
Financial Results - Lines of Business
SALES AND OTHER REVENUES:
Contract Drilling - Domestic ....................... $ 80,586 $93,316 $251,379 $228,769
Contract Drilling - International .................. 31,380 40,527 109,643 114,346
--------- ------- -------- --------
Total Contract Drilling ............................ 111,966 133,843 361,022 343,115
--------- ------- -------- --------
Exploration and Production ......................... 32,538 52,337 80,385 184,900
Natural Gas Marketing .............................. 13,193 23,508 38,995 83,661
--------- ------- -------- -------
Total Oil and Gas ................................ 45,731 75,845 119,380 268,561
--------- ------- ------- -------
Real Estate ........................................ 2,189 2,250 6,649 8,826
Other .............................................. 25,581 5,284 28,139 10,839
--------- -------- -------- --------
Total Revenues ......................................... $ 185,467 $217,222 $515,190 $631,341
========= ======== ======== ========
OPERATING PROFIT (LOSS):
Contract Drilling - Domestic ....................... $ 14,360 $ 30,305 $ 55,709 $ 67,995
Contract Drilling - International .................. 3,547 7,958 11,840 19,311
--------- -------- -------- --------
Total Contract Drilling ............................ 17,907 38,263 67,549 87,306
--------- -------- -------- --------
Exploration and Production ............................ 8,649 23,932 7,696 95,047
Natural Gas Marketing .............................. (109) 151 1,330 4,817
--------- ------- ------- --------
Total Oil and Gas ...................................... 8,540 24,083 9,026 99,864
--------- ------- ------- --------
Real Estate ........................................ 1,340 1,008 4,073 5,312
--------- ------- ------ -------
Total Operating Profit ................................. 27,787 63,354 80,648 192,482
--------- ------- ------ -------
OTHER .................................................. 21,028 2,430 10,876 (3,033)
INCOME BEFORE INCOME TAXES AND ......................... --------- -------- -------- --------
EQUITY IN INCOME OF AFFILIATES: ........................ $ 48,815 $ 65,784 $ 91,524 $189,449
========= ======= ======== ========
Average Production and Prices
Production
Oil - Barrels Per Day .............................. 2,044 2,224 2,052 2,303
Natural Gas - Mcf Per Day .......................... 103,511 117,782 105,450 117,500
Sales Prices
Oil - $ Per Barrel ................................. $ 24.34 $ 26.12 $ 21.33 $ 28.65
Natural Gas - $ Per Mcf ............................ $ 2.94 $ 4.27 $ 2.34 $ 5.16