UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM
10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM
TO
COMMISSION FILE NUMBER 1-4221
(Exact name of registrant as specified in its charter)
DELAWARE
73-0679879
(State or other jurisdiction of
(I.R.S. employer
incorporation or organization)
identification no.)
1437 S. BOULDER AVE., SUITE 1400, TULSA, OKLAHOMA 74119
(Address of principal executive offices) | (Zip code) |
Registrants telephone number, including area code (918) 742-5531
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS
NAME OF EXCHANGE ON WHICH REGISTERED
Common Stock ($0.10 par value)
New York Stock Exchange
Common Stock Purchase Rights
New York Stock Exchange
Securities registered Pursuant to Section 12(g) of the Act: NONE
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
At March 31, 2004, the aggregate market value of the voting stock held by non-affiliates was $1,378,913,985.
Number of shares of common stock outstanding at December 3, 2004: 50,610,987.
DOCUMENTS INCORPORATED BY REFERENCE
Documents
10-K Parts
Parts I and II
Part III
This Amendment No. 1 to the Annual Report of Helmerich & Payne, Inc. on Form 10-K for the fiscal year ended September 30, 2004 is being filed solely for the following purposes:
1. | To restate the sentence on pages 3 and 4 of Item 1 of Part I, under the caption INTERNATIONAL DRILLING and sub-caption Venezuela, that reads Revenues generated from all Venezuelan drilling operations contributed approximately 37 percent of the Companys consolidated revenues during 2004, compared with 29 percent of consolidated revenues during fiscal 2003 and 34 percent of consolidated revenues during 2002., as follows: Revenues generated from all Venezuelan drilling operations contributed approximately nine percent of the Companys consolidated revenues during 2004, compared with six percent of consolidated revenues during fiscal 2003 and nine percent of consolidated revenues during 2002. | |||
2. | To delete the bottom two rows and the footnote from the table with the caption INTEREST RATE RISK on page 37 of the Annual Report filed as Exhibit 13 to the Form 10-K, which table incorrectly reflected the existence of variable rate debt. | |||
3. | To amend the header in the table in Note 1 to the Consolidated Financial Statements, under the caption INVESTMENTS, which summarized certain financial information of Atwood Oceanics, Inc. The column headers have been restated as September 30, 2004, 2003 and 2002 in place of the previous incorrect header of September 30, 2003, 2002 and 2001. | |||
4. | In addition, also filed herewith are the following exhibits: |
13 | The Companys Annual Report to Shareholders for fiscal 2004 (to reflect the amendments described above). | |||
23.1 | Consent of Independent Auditors. | |||
31.1 | Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
31.2 | Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
The information contained in Helmerich & Payne, Inc.s Form 10-K for the fiscal year ended September 30, 2004 as originally filed with the Securities and Exchange Commission is not otherwise updated or amended by this Amendment No. 1 and this Amendment No. 1 does not reflect events occurring after the filing of the Companys original Form 10-K for fiscal 2004.
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
THIS REPORT INCLUDES FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS REPORT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING THE REGISTRANTS FUTURE FINANCIAL POSITION, BUSINESS STRATEGY, BUDGETS, PROJECTED COSTS AND PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. IN ADDITION, FORWARD-LOOKING STATEMENTS GENERALLY CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS MAY, WILL, EXPECT, INTEND, ESTIMATE, ANTICIPATE, BELIEVE, OR CONTINUE OR THE NEGATIVE THEREOF OR SIMILAR TERMINOLOGY. ALTHOUGH THE REGISTRANT BELIEVES THAT THE EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO BE CORRECT. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE REGISTRANTS EXPECTATIONS ARE DISCLOSED IN THIS REPORT UNDER THE CAPTION RISK FACTORS BEGINNING ON PAGE 6, AS WELL AS IN MANAGEMENTS DISCUSSION & ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION ON PAGES 10 THROUGH 38 OF THE COMPANYS ANNUAL REPORT. ALL SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE REGISTRANT, OR PERSONS ACTING ON ITS BEHALF, ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY SUCH CAUTIONARY STATEMENTS. THE REGISTRANT ASSUMES NO DUTY TO UPDATE OR REVISE ITS FORWARD-LOOKING STATEMENTS BASED ON CHANGES IN INTERNAL ESTIMATES OR EXPECTATIONS OR OTHERWISE.
PART I
ITEM 1. BUSINESS
Helmerich & Payne, Inc. (the Company), was incorporated under the laws of the
State of Delaware on February 3, 1940, and is successor to a business
originally organized in 1920. The Company is primarily engaged in contract
drilling of oil and gas wells for others. The contract drilling business
accounts for almost all of the Companys operating revenues. The Company is
also engaged in the ownership, development, and operation of commercial real
estate.
The Company is organized into two separate operating entities, contract
drilling and real estate. Both businesses operate independently of the other
through wholly owned subsidiaries. Operating decentralization is balanced by a
centralized finance division, which handles all accounting, information
technology, budgeting, insurance, cash management, and related activities.
The Companys contract drilling business is composed of three business
segments: U.S. land drilling, U.S. offshore platform drilling and international
drilling. The Companys U.S. land drilling is conducted primarily in Oklahoma,
Texas, Wyoming, Colorado, and Louisiana, and offshore from platforms in the
Gulf of Mexico and California. The Company also operated in eight international
locations during fiscal 2004: Venezuela, Ecuador, Colombia, Argentina, Bolivia,
Equatorial Guinea, Chad, and Hungary. In addition, the Company is providing
drilling consulting services for one customer in Russia.
The Companys real estate investments are located in Tulsa, Oklahoma, where the
Company maintains its executive offices.
Prior to October 1, 2002, the Company was engaged in the exploration,
production and sale of crude oil and natural gas business (exploration and
production business). During fiscal 2002, the Company transferred the assets
and liabilities of its exploration and production business to its wholly owned
subsidiary, Cimarex Energy Co. On September 30, 2002, the Company distributed
the common stock of Cimarex Energy Co. to the Companys stockholders and
completed a merger of Key Production Company, Inc. with a subsidiary of Cimarex
Energy Co. As a result of this transaction, Cimarex Energy Co. became a
separate publicly-traded company that owned and operated the exploration and
production business. The Company does not own any common stock of Cimarex
Energy Co.
During fiscal 2004, the Company incorporated in Vermont a wholly-owned captive
insurance subsidiary. The Company believes that the use of this captive will
reduce its insurance costs.
CONTRACT DRILLING
The Company believes that it is one of the major land and offshore platform
drilling contractors in the western hemisphere. Operating principally in North
and South America, the Company specializes in medium to deep drilling in major
gas producing basins of the United States and in drilling for oil and gas in
international locations. In the United States, the Company draws its customers
primarily from the major oil companies and the larger independents. In South
America, the Companys current customers include the Venezuelan state petroleum
company and major international oil companies.
In fiscal 2004, the Company received approximately 56 percent of its
consolidated revenues from the Companys ten largest contract drilling
customers. BP plc, ExxonMobil Corporation, and Shell Oil Company (respectively,
BP, ExxonMobil and Shell), including their affiliates, are the Companys
three largest contract drilling customers. The Company performs drilling
services for BP, ExxonMobil, and Shell on a world-wide basis. Revenues from
drilling services performed for BP, ExxonMobil and Shell in fiscal 2004
accounted for approximately 10.8 percent, 10.7 percent and 8.4 percent,
respectively, of the Companys consolidated revenues for the same period.
The Company provides drilling rigs, equipment, personnel, and camps on a
contract basis. These services are provided so that the Companys customers may
explore for and develop oil and gas from onshore areas and from fixed
1
platforms, tension-leg platforms and spars in offshore areas. Each of the
drilling rigs consists of engines, drawworks, a mast, pumps, blowout
preventers, a drillstring, and related equipment. The intended well depth and
the drilling site conditions are the principal factors that determine the size
and type of rig most suitable for a particular drilling job. A land drilling
rig may be moved from location to location without modification to the rig. A
helicopter rig is one that can be disassembled into component part loads of
approximately 4,000-20,000 pounds and transported to remote locations by
helicopter, cargo plane, or other means. A platform rig is specifically
designed to perform drilling operations upon a particular platform. While a
platform rig may be moved from its original platform, significant expense is
incurred to modify a platform rig for operation on each subsequent platform. In
addition to traditional platform rigs, the Company operates self-moving
minimum-space platform drilling rigs and drilling rigs to be used on
tension-leg platforms and spars. The minimum-space rig is designed to be moved
without the use of expensive derrick barges. The tension-leg platforms and
spars allow drilling operations to be conducted in much deeper water than
traditional fixed platforms.
During fiscal 1998, the Company put to work a new generation of six highly
mobile/depth flexible land drilling rigs (individually the
FlexRig
®
). The
FlexRig has been able to significantly reduce average rig move times compared
to similar depth-rated traditional land rigs. In addition, the FlexRig allows a
greater depth flexibility of between 8,000 to 18,000 feet and provides greater
operating efficiency. The original six rigs were designated as FlexRig1 rigs.
Subsequently, the Company built and completed 12 new FlexRig2 rigs. During
fiscal 2001, the Company announced that it would build an additional 25 new
FlexRigs. These new rigs, known as FlexRig3, were the next generation of
FlexRigs which incorporated new drilling technology and new environmental and
safety design. This new design included integrated top drive, AC electric
drive, hydraulic BOP handling system, hydraulic tubular make-up and break-out
system, split crown and traveling blocks and an enlarged drill floor that
enables simultaneous crew activities. All 25 of these FlexRig3s were completed
by June of 2003. Subsequently, the Company constructed seven more FlexRig3s at
an approximate cost of $11,250,000 each. Construction of these rigs was
completed by March of 2004. All FlexRigs are available for work in the
Companys U.S. and international drilling operations.
The Companys drilling contracts are obtained through competitive bidding or as
a result of negotiations with customers, and sometimes cover multi-well and
multi-year projects. Each drilling rig operates under a separate drilling
contract. During fiscal 2004, all drilling services were performed on a
daywork contract basis, under which the Company charges a fixed rate per day,
with the price determined by the location, depth, and complexity of the well to
be drilled, operating conditions, the duration of the contract, and the
competitive forces of the market. The Company has previously performed
contracts on a combination footage and daywork basis, under which the
Company charged a fixed rate per foot of hole drilled to a stated depth,
usually no deeper than 15,000 feet, and a fixed rate per day for the remainder
of the hole. Contracts performed on a footage basis involve a greater element
of risk to the contractor than do contracts performed on a daywork basis.
Also, the Company has previously accepted turnkey contracts under which the
Company charges a fixed sum to deliver a hole to a stated depth and agrees to
furnish services such as testing, coring, and casing the hole which are not
normally done on a footage basis. Turnkey contracts entail varying degrees
of risk greater than the usual footage contract. The Company did not accept
any footage or turnkey contracts during fiscal 2004. The Company believes
that under current market conditions footage and turnkey contract rates do
not adequately compensate contractors for the added risks. The duration of the
Companys drilling contracts are well-to-well or for a fixed term.
Well-to-well
contracts are cancelable at the option of either party upon the completion of
drilling at any one site. Fixed-term contracts customarily provide for
termination at the election of the customer, with an early termination
payment to be paid to the contractor if a contract is terminated prior to the
expiration of the fixed term.
While the duration for current fixed-term contracts are for six month to three
year periods, some fixed-term and well-to-well contracts are expected to be
continued for longer periods than the original terms. However, the contracting
parties have no legal obligation to extend the contracts. Contracts generally
contain renewal or extension provisions exercisable at the option of the
customer at prices mutually agreeable to the Company and the customer. In most
instances contracts provide for additional payments for mobilization and
demobilization.
2
U.S. LAND DRILLING
At the end of September, 2004 and 2003, the Company had 87 and 83,
respectively, of its land rigs available for work in the United States. The
total number of rigs owned at the end of the period increased by a net of four
rigs, resulting from five additional FlexRigs being completed during the year
and removing from service one older conventional rig. The Companys U.S. land
operations contributed approximately 56 percent of the Companys consolidated
revenues during fiscal 2004, compared with 53 percent of consolidated revenues
during fiscal 2003 and 42 percent of consolidated revenues during fiscal 2002.
Rig utilization in fiscal 2004 was 87 percent, up from 81 percent in fiscal
2003. The Companys fleet of FlexRigs and highly mobile rigs maintained an
average utilization of approximately 97 percent during fiscal 2004 while the
Companys conventional rigs had an average utilization rate of approximately 67
percent. At the close of fiscal 2004, 80 land rigs were working out of 87
available rigs.
In November of 2004, the Company sold two conventional 2,000 horsepower U.S.
land rigs for a total of $23.9 million.
U.S. OFFSHORE PLATFORM DRLLING
The Companys offshore platform operations contributed approximately 14 percent
of the Companys consolidated revenues during fiscal 2004, compared with 22
percent of consolidated revenues during fiscal 2003 and 24 percent of
consolidated revenues during fiscal 2002. Rig utilization in fiscal 2004 was 48
percent, down from 51 percent in fiscal 2003. At the end of this fiscal year,
the Company had six of its 11 offshore platform rigs under contract and it
continued to work under management contracts for three customer-owned rigs.
Revenues from drilling services performed for the Companys largest offshore
platform drilling customer totaled approximately 61 percent of U.S. offshore
platform revenues during fiscal 2004.
It is likely during the first six months of calendar 2005 that one additional
platform rig will be stacked and one management contract will be terminated.
As a result of declining financial trends and unfavorable market conditions in
the Gulf of Mexico, the Company completed an analysis of its offshore platform
business in the Gulf of Mexico. Based on this analysis, the Company recorded a
pre-tax asset impairment charge of $51.5 million in the fourth quarter of 2004.
INTERNATIONAL DRILLING
General
The Companys international drilling operations began in 1958 with the
acquisition of Sinclair Oil Companys drilling rigs in Venezuela. Helmerich &
Payne de Venezuela, C.A., a wholly owned subsidiary of the Company, is one of
the leading drilling contractors in Venezuela. Beginning in 1972, with the
introduction of its first helicopter rig, the Company expanded into other Latin
American countries.
The Companys international operations contributed approximately 24 percent of
the Companys consolidated revenues during fiscal 2004, compared with 21
percent of consolidated revenues during fiscal 2003 and 27 percent of
consolidated revenues during fiscal 2002. Rig utilization in fiscal 2004 was 54
percent, up from 39 percent in fiscal 2003.
Venezuela
Venezuelan operations continue to be a significant part of the Companys
operations. During fiscal 2004, the Company moved two additional deep drilling
rigs into the country, bringing the Company rig count to 13 land drilling rigs
in Venezuela at the end of fiscal 2004. However, in early fiscal 2005, the
Company moved a highly mobile rig to the United States, leaving the rig count
at twelve. The Company worked primarily for the Venezuelan state petroleum
company, PDVSA, during fiscal 2004, and revenues from this work accounted for
approximately eight percent of the Companys consolidated revenues during the
fiscal year and 33 percent of international drilling revenues. Revenues
3
generated from all Venezuelan
drilling operations contributed approximately nine
percent of the Companys consolidated revenues during 2004,
compared with six
percent of consolidated revenues during fiscal 2003 and nine percent of
consolidated revenues during 2002. The Company had nine rigs working in
Venezuela at the end of fiscal 2004.
The Companys rig utilization rate in Venezuela has increased from
approximately 33 percent during fiscal 2003 to approximately 65 percent in
fiscal 2004. Even though the Company is, at this time, unable to predict future
fluctuations in its utilization rates during fiscal 2005, the Company believes
that the prospects are good for returning at least one of its idle rigs back to
work in Venezuela during fiscal 2005.
Ecuador
At the end of fiscal 2004, the Company owned eight rigs in Ecuador. The
Companys utilization rate was approximately 74 percent during fiscal 2004,
down from approximately 85 percent in fiscal 2003. Revenues generated by
Ecuadorian drilling operations contributed approximately seven percent of the
Companys consolidated revenues during fiscal 2004, as compared with 10 percent
of consolidated revenues during fiscal 2003 and nine percent of consolidated
revenues during fiscal 2002. Revenues from drilling services performed for the
Companys largest customer in Ecuador totaled approximately 15 percent of
international drilling revenues during fiscal 2004. The Ecuadorian drilling
contracts are primarily with large international oil companies.
Colombia
During fiscal 2004, the Company moved one rig from Colombia to Venezuela,
leaving two rigs in Colombia. The Companys utilization rate in Colombia was
approximately 13 percent during fiscal 2004, down from approximately 21 percent
in fiscal 2003. The revenues generated by Colombian drilling operations
contributed approximately one percent of the Companys consolidated revenues in
fiscal 2004, as compared with one percent of consolidated revenues during
fiscal 2003 and two percent of consolidated revenues during fiscal 2002. At the
end of fiscal 2004, the Company was operating one rig in Colombia, with a
commitment for the second rig to begin work in early fiscal 2005.
Other Locations
In addition to its operations in Venezuela, Ecuador and Colombia, in fiscal
2004, the Company owned six rigs in Bolivia, one rig in Argentina, one rig in
Hungary and one rig in Chad. At the end of fiscal 2004, two rigs were working
in Bolivia, one in Argentina and one in Hungary. As of the end of November,
2004, one rig was working in Bolivia.
At the end of fiscal 2004 one rig was moved from Chad to the United States.
During November of 2004, three rigs were moved from Bolivia to the United
States.
During fiscal 2004, the Company continued operations under a management
contract for a customer-owned platform rig located offshore Equatorial Guinea.
Also, during the fiscal year, the Company commenced a drilling consulting
services contract in Russia.
REAL ESTATE OPERATIONS
The Companys real estate operations are conducted exclusively within the
metropolitan area of Tulsa, Oklahoma. Its major holding is Utica Square
Shopping Center, consisting of 15 separate buildings, with parking and other
common facilities covering an area of approximately 30 acres. Utica Square
contains approximately 441,588 usable square feet, composed of retail space of
379,018 usable square feet, office space of 38,785 usable square feet, storage
space of 6,600 usable square feet and common area space of 17,185 usable square
feet. The Companys real estate operations occupy approximately 4,140 square
feet of general office and storage space within the shopping center. Occupancy
in the shopping center increased from 85 percent in fiscal 2003 to 91 percent
in fiscal 2004 with the additions of an upscale salon and day spa, and a
clothing store for teens and young adults.
4
At the end of the 2004 fiscal year, the Company owned 11 of a total of 73 units
in The Yorktown, a 16-story luxury residential condominium with approximately
150,940 square feet of living area located on a six-acre tract adjacent to
Utica Square Shopping Center. Six of the Companys units are currently leased.
The Company owns and leases to third parties multi-tenant warehouse space.
Three warehouses known as Space Center, each containing approximately 165,000
square feet of net leasable space, are situated in the southeast part of Tulsa
at the intersection of two major limited-access highways. Present occupancy is
82 percent, which is down from 98 percent in fiscal 2003. Reduced occupancy is
the result of the relocation of one tenants research facility to a university.
The Company also owns approximately 1.5 acres of undeveloped land lying
adjacent to such warehouses.
In August of 2004, the Company sold approximately 1.73 acres of undeveloped
land in Southpark. The sales price totaled approximately $1 million. Southpark
is located in a high growth area of southeast Tulsa and is suitable for mixed
commercial and light industrial. Subsequent to such sale and at the end of
fiscal 2004, the Company owned approximately 218 acres in Southpark consisting
of approximately 205 acres of undeveloped real estate and approximately 13
acres of multi-tenant warehouse area. The warehouse area is known as Space
Center East and consists of two warehouses, one containing approximately 90,000
square feet and the other containing approximately 112,500 square feet. Present
occupancy decreased to 82 percent in 2004 from 93% in fiscal 2003 due to the
loss of one tenant and a reduction of space by another. The Company believes
that a high quality office park, with peripheral commercial, office/warehouse,
and hotel sites, is the best development use for the remaining land. The
Company has contracted with a professional engineering and planning firm to
prepare a comprehensive master plan to aid in the possible future development
of Southpark.
The Company owns a five-building complex called Tandem Business Park. The
property is located adjacent to and east of the Space Center East facility and
contains approximately six acres, with approximately 88,084 square feet of
office/warehouse space. Occupancy has decreased from 84 percent to 69 percent
during fiscal 2004 due to the departure of five small tenants. The Company also
owns a 12-building complex, consisting of approximately 204,600 square feet of
office/warehouse space, called Tulsa Business Park. The property is located
south and east of the Space Center facility, separated by a city street, and
contains approximately 12 acres. During fiscal 2004, occupancy has decreased
from 86 percent to 81 percent.
The Company owns two service center properties located adjacent to arterial
streets in south central Tulsa. The first, called Maxim Center, consists of one
office/warehouse building containing approximately 40,800 square feet and is
located on approximately 2.5 acres. During fiscal 2004, occupancy has remained
at 94%. The second, called Maxim Place, consists of one office/warehouse
building containing approximately 33,750 square feet and is located on
approximately 2.25 acres. During fiscal 2004, occupancy has increased from 17
percent to 44 percent with the addition of two tenants. In addition, the
Company has established an offsite disaster recovery center at this facility
which occupies approximately 3,517 square feet.
The Company, during fiscal 2004, completed relocation within Tulsa of its
executive offices. The razing of its former headquarters building will be
completed in the first quarter of fiscal 2005. No development plans for the
site are pending.
FINANCIAL
Information relating to
revenues, total assets and operating profit or loss by
business segments may be found on pages 64 through 66 of the Companys Annual
Report.
EMPLOYEES
The Company had 3,056 employees within the United States (six of which were
part-time employees) and 1,195 employees in international operations as of
September 30, 2004.
5
AVAILABLE INFORMATION
Information relating to the Companys internet address and the Companys SEC
filings may be found on page 68 of the Companys Annual Report.
RISK FACTORS
In addition to the risk factors discussed elsewhere in this report, the Company
cautions that the following Risk Factors could affect its actual results in
the future.
1. Competition
Competition in the Contract Drilling Business
The contract drilling business is highly competitive. Competition in contract
drilling involves such factors as price, rig availability, efficiency,
condition of equipment, reputation, operating safety, and customer relations.
Competition is primarily on a regional basis and may vary significantly by
region at any particular time. Land drilling rigs can be readily moved from one
region to another in response to changes in levels of activity, and an
oversupply of rigs in any region may result, leading to increased price
competition.
Although many contracts for drilling services are awarded based solely on
price, the Company has been successful in establishing long-term relationships
with certain customers which have allowed the Company to secure drilling work
even though the Company may not have been the lowest bidder for such work. The
Company has continued to attempt to differentiate its services based upon its
engineering design expertise, operational efficiency, and safety and
environmental awareness. This strategy is less effective when lower demand for
drilling services intensifies price competition and makes it more difficult or
impossible to compete on any basis other than price. Also, future improvements
in operational efficiency and safety by the Companys competitors could
negatively affect the Companys ability to differentiate its services.
Competition in the Real Estate Business
The Company has numerous competitors in the multi-tenant leasing business. The
size and financial capacity of these competitors range from one property sole
proprietors to large international corporations. The primary competitive
factors include price, location, and configuration of space. The Companys
competitive position is enhanced by the location of its properties, its
financial capability and the long-term ownership of its properties. However,
many competitors have financial resources greater than the Company and have
more contemporary facilities. Also, current economic conditions have encouraged
prospective tenants to construct owner-occupied buildings rather than lease
third party space.
2. Operating Risks
The drilling operations of the Company are subject to the many hazards inherent
in the business, including inclement weather, blowouts and well fires. These
hazards could cause personal injury, suspend drilling operations, seriously
damage or destroy the equipment involved, and cause substantial damage to
producing formations and the surrounding areas. The Companys offshore platform
drilling operations are also subject to potentially greater environmental
liability, adverse sea conditions and platform damage or destruction due to
collision with aircraft or marine vessels.
3. Indemnification and Insurance Coverage
The Company has insurance coverage for comprehensive general liability, public
liability, property damage, workers compensation, and employers liability.
Generally, deductibles are $2 million per occurrence on claims that fall under
these coverages, except that property damage deductibles on rig properties are
generally $1 million per occurrence. Excess insurance is purchased over these
coverages to limit the Companys exposure to catastrophic claims. No insurance
is carried against loss of earnings or business interruption. The Company is
unable to obtain significant amounts of insurance
6
to cover risks of underground reservoir damage, however, the Company is
generally indemnified under its drilling contracts from this risk. The majority
of the Companys insurance coverage has been purchased through fiscal 2005. No
assurance can be given that all or a portion of the Companys coverage will not
be cancelled during fiscal 2005 or that insurance coverage will continue to be
available at rates considered reasonable. Additionally, no assurance can be
given that the Companys insurance and indemnification arrangements will
adequately protect it against all liabilities that could result from the
hazards of its drilling operations. Incurring a liability for which the Company
is not fully insured or indemnified could materially affect the Companys
results of operations.
4. Volatility of Oil and Gas Prices
The Companys operations can be materially affected by low oil and gas prices.
The Company believes that any significant reduction in oil and gas prices could
depress the level of exploration and production activity and result in a
corresponding decline in demand for the Companys services. Worldwide military,
political and economic events, including initiatives by the Organization of
Petroleum Exporting Countries, may affect both the demand for, and the supply
of, oil and gas. Fluctuations during the last few years in the demand and
supply of oil and gas have contributed to, and are likely to continue to
contribute to, price volatility. Any prolonged reduction in demand for the
Companys services could have a material and adverse effect on the Company.
5. International Uncertainties and Local Laws
International operations are subject to certain political, economic, and other
uncertainties not encountered in U.S. operations, including increased risks of
terrorism, kidnapping of employees, expropriation of equipment as well as
expropriation of a particular oil company operators property and drilling
rights, taxation policies, foreign exchange restrictions, currency rate
fluctuations, and general hazards associated with foreign sovereignty over
certain areas in which operations are conducted. There can be no assurance that
there will not be changes in local laws, regulations, and administrative
requirements or the interpretation thereof which could have a material adverse
effect on the profitability of the Companys operations or on the ability of
the Company to continue operations in certain areas.
Because of the impact of local laws, the Companys future operations in certain
areas may be conducted through entities in which local citizens own interests
and through entities (including joint ventures) in which the Company holds only
a minority interest, or pursuant to arrangements under which the Company
conducts operations under contract to local entities. While the Company
believes that neither operating through such entities nor pursuant to such
arrangements would have a material adverse effect on the Companys operations
or revenues, there can be no assurance that the Company will in all cases be
able to structure or restructure its operations to conform to local law (or the
administration thereof) on terms acceptable to the Company.
Although the Company attempts to minimize the potential impact of such risks by
operating in more than one geographical area, during fiscal 2004, approximately
24 percent of the Companys consolidated revenues were generated from the
international contract drilling business. Approximately
78 percent of the international revenues were from operations in South America
and approximately 85 percent of South American revenues were from Venezuela and
Ecuador.
6. Currency Risk
General
Contracts for work in foreign countries generally provide for payment in United
States dollars, except for amounts required to meet local expenses. However,
government owned petroleum companies are more frequently requesting that a
greater proportion of these payments be made in local currencies. Based upon
current information, the Company believes that exposure to potential losses
from currency devaluation is minimal in Colombia, Ecuador, Bolivia, and
Equatorial Guinea. In those countries, all receivables and payments are
currently in U.S. dollars. Cash balances are kept at a minimum which assists in
reducing exposure.
7
Argentina
In 2002, Argentina suffered a 60% devaluation of the peso. As a consequence,
the Company secured agreements with customers that limited the portion of the
accounts receivable that was paid in pesos with the balance of such accounts
receivable paid in U.S. dollars. The Company did not experience Argentine
currency losses in fiscal 2004.
Venezuela
The Company is exposed to risks of currency devaluation in Venezuela primarily
as a result of bolivar receivable balances and bolivar cash balances. In
Venezuela, approximately 60% of the Companys invoice billings are in U.S.
dollars and 40% are in the local currency, the bolivar. The significance of
this arrangement is that even though the dollar-based invoices may be paid in
bolivars, the Company, historically, has usually been able to convert the
bolivars into U.S. dollars in a timely manner and thus avoid, in large measure,
devaluation losses pertaining to the dollar-based invoices. However, this
arrangement is effective only in the absence of exchange controls. In January
2003, the Venezuelan government put into effect exchange controls that fixed
the exchange rate and also prohibited the Company, as well as other companies,
from converting the bolivar into U.S. dollars through the Central Bank.
As part of the exchange controls regulation, the Venezuelan government provided
a mechanism by which companies could request conversion of bolivars into U.S.
dollars. In compliance with such regulations, the Company in October of 2003,
submitted a request to the Venezuelan government seeking permission to dividend
earnings, which would convert 14 billion bolivars into U.S. dollars. In January
2004, the Venezuelan government approved the Companys request to convert
bolivar cash balances to U.S. dollars and allowed the remittance of $8.8
million U.S. dollars as dividends to the U.S. based parent. As a consequence,
the Companys exposure to currency devaluation was reduced by this amount.
As stated above, the Company is exposed to risks of currency devaluation in
Venezuela primarily as a result of bolivar receivable balances and bolivar cash
balances. As a result of the 20 percent devaluation of the bolivar during
fiscal 2004, the Company experienced total devaluation losses of $1.9 million
during that same period.
These devaluation losses may not be reflective of the actual potential for
future devaluation losses because of the exchange controls that are currently
in place. There have been recent press reports of a potential devaluation in
calendar 2005. However, the amount and exact timing of such devaluation is
uncertain. While the Company is unable to predict future devaluation in
Venezuela, if fiscal 2005 activity levels are similar to fiscal 2004 and if a
ten percent to twenty percent devaluation were to occur, the Company could
experience potential currency devaluation losses ranging from approximately
$1.2 million to $2.3 million.
In late August 2003, the Venezuelan state petroleum company agreed, on a
prospective basis, to pay a portion of the Companys dollar-based invoices in
U.S. dollars. While this is a positive development
in light of the existing exchange controls, there is no guarantee as to how
long this arrangement will continue. Were this agreement to end, the Company
would again receive these payments in bolivars and thus increase bolivar cash
balances and exposure to devaluation.
7. Governmental Instability in Venezuela
Governmental instability continues to exist in Venezuela. In the event that
extended labor strikes occur or turmoil increases, the Company could experience
shortages in material and supplies necessary to operate some or all of its
Venezuelan drilling rigs.
During the mid-1970s, the Venezuelan government nationalized the exploration
and production business. At the present time it appears the Venezuelan
government will not nationalize the contract drilling business. Any such
nationalization could result in the Companys loss of all or a portion of its
assets and business in Venezuela.
8. Government Regulation and Environmental Risks
Many aspects of the Companys operations are subject to government regulation,
including those relating to drilling practices and methods and the level of
taxation. In addition, the United States and various other countries have
environmental
8
regulations which affect drilling operations. Drilling
contractors may be liable for damages resulting from pollution. Under United
States regulations, drilling contractors must establish financial
responsibility to cover potential liability for pollution of offshore waters.
Generally, the Company is indemnified under drilling contracts from liability
arising from pollution, except in certain cases of surface pollution. However,
the enforceability of indemnification provisions in foreign countries may be
questionable.
The Company believes that it is in substantial compliance with all legislation
and regulations affecting its operations in the drilling of oil and gas wells
and in controlling the discharge of wastes. To date, compliance has not
materially affected the capital expenditures, earnings, or competitive position
of the Company, although these measures may add to the costs of drilling
operations. Additional legislation or regulation may reasonably be anticipated,
and the effect thereof on operations cannot be predicted.
9. Interest Rate Risk
In 2002, the Company entered into a $200 million intermediate-term unsecured
debt obligation with staged maturities from five to 12 years with varying fixed
interest rates for each maturity series. There was $200 million outstanding at
September 30, 2004, of which $25 million is due in 2007 and the remaining $175
million is due 2009 through 2014. The average interest rate during the next
four years on this debt is 6.3%, after which it increases to 6.4%. The fair
value of this debt at September 30, 2004 was approximately $216.4 million.
At September 30, 2004, the Company had in place a committed unsecured line of
credit totaling $50 million with no outstanding borrowings. The Company, as of
September 30, 2004, had letters of credit totaling $13 million outstanding
against such line of credit. The Companys line of credit interest rate is
based on LIBOR plus 87 to 112.5 basis points or prime minus 1.75 to 1.50 basis
points based on the Companys EBITDA to net debt ratio. As the Company draws on
this line of credit, it is subject to the interest rates prevailing during the
term at which the Company had outstanding borrowings. Although market interest
rates were at historical lows during fiscal year 2004, interest rates could
rise for various reasons in the future and increase the Companys total
interest expense, depending upon the amount borrowed against the credit line.
10. Equity Price Risk
At September 30, 2004, the Company owned stocks in other publicly held
companies with a total market value of $240.7 million. These securities are
subject to a wide variety of market-related risks that could substantially
reduce or increase the market value of the Companys holdings. Except for the
Companys holdings in Atwood Oceanics, Inc., the portfolio is recorded at fair
value on its balance sheet with changes in unrealized after-tax value reflected
in the equity section of its balance sheet.
Any reduction in market value would have an impact on the Companys debt ratio
and financial strength. In October 2004, the Company sold 1,000,000 shares of
its position in Atwood Oceanics, Inc. as part of a 2,175,000 share public
offering by Atwood. The sale generated approximately $16.5 million ($0.32 per
diluted share) of net income for the first quarter of fiscal 2005. The Company
owns 2,000,000 shares of Atwood after the sale.
11. Reliance on Small Number of Customers
In fiscal 2004, the Company received approximately 56 percent of its
consolidated revenues from the Companys ten largest contract drilling
customers and approximately 30 percent of its consolidated revenues from the
Companys three largest customers (including their affiliates). The Company
believes that its relationship with all of these customers is good; however,
the loss of one or more of its larger customers would have a material adverse
effect on the Companys results of operations.
12. Key Personnel
The Company utilizes highly skilled personnel in operating and supporting its
businesses. In times of high utilization, it can be difficult to find qualified
individuals. Although to date the Companys operations have not been materially
affected by competition for personnel, an inability to obtain a sufficient
number of qualified personnel could materially impact the Companys results of
operations.
9
13. Changes in Technologies
Although the Company takes measures to ensure that it uses advanced oil and
natural gas drilling technology, changes in technology or improvements in
competitors equipment could make the Companys equipment less competitive or
require significant capital investments to keep its equipment competitive.
14. Concentration of Credit
The concentration of the Companys customers in the energy industry could cause
them to be similarly affected by changes in industry conditions and, as a
result, could impact the Companys exposure to credit risk. The Company cannot
offer assurances that losses due to uncollectible receivables will be
consistent with expectation.
ITEM 2. PROPERTIES
CONTRACT DRILLING
The following table sets forth certain information concerning the Companys
U.S. drilling rigs as of September 30, 2004:
10
11
The following table sets forth information with respect to the utilization of
the Companys U.S. land drilling rigs for the periods indicated:
*A rig is considered to be utilized when it is operated or being moved,
assembled, or dismantled under contract.
12
The following table sets forth certain information concerning the Companys
international drilling rigs as of September 30, 2004:
*Rig was returned to the United States during November of 2004.
The following table sets forth information with respect to the utilization of
the Companys international drilling rigs for the periods indicated:
* A rig is considered to be utilized when it is operated or being moved,
assembled, or dismantled under contract.
Does not include rigs returned to United States for major modifications and
upgrades.
13
REAL ESTATE OPERATIONS
See Item 1. BUSINESS, pages 4 through 5 of this Report.
STOCK PORTFOLIO
Information required by this item regarding the stock portfolio held by the
Company may be found on page 31 of the Companys Annual Report under the
caption, Managements Discussion and Analysis of Results of Operations and
Financial Condition.
ITEM 3. LEGAL PROCEEDINGS
The Company is subject to various claims that arise in the ordinary course of
its business. In the opinion of management, the amount of ultimate liability
with respect to these actions will not materially affect the financial
position, results of operations, or liquidity of the Company. The Company is
not a party to, and none of its property is subject to, any material pending
legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the names and ages of the Companys executive
officers, together with all positions and offices held with the Company by such
executive officers. Officers are elected to serve until the meeting of the
Board of Directors following the next Annual Meeting of Stockholders and until
their successors have been elected and have qualified or until their earlier
resignation or removal.
W. H. Helmerich, III,
81
Hans Helmerich,
46
George S. Dotson,
63
Douglas E. Fears,
55
Steven R. Mackey, 53
Vice President, Secretary
and General Counsel
14
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Drawworks:
Location
Rig
Optimum Depth
Rig Type
Horsepower
164
18,000
SCR (FlexRig1)
1,500
165
18,000
SCR (FlexRig1)
1,500
166
18,000
SCR (FlexRig1)
1,500
169
18,000
SCR (FlexRig1)
1,500
178
18,000
SCR (FlexRig2)
1,500
179
18,000
SCR (FlexRig2)
1,500
180
18,000
SCR (FlexRig2)
1,500
181
18,000
SCR (FlexRig2)
1,500
182
18,000
SCR (FlexRig2)
1,500
183
18,000
SCR (FlexRig2)
1,500
184
18,000
SCR (FlexRig2)
1,500
185
18,000
SCR (FlexRig2)
1,500
186
18,000
SCR (FlexRig2)
1,500
187
18,000
SCR (FlexRig2)
1,500
188
18,000
SCR (FlexRig2)
1,500
189
18,000
SCR (FlexRig2)
1,500
210
18,000
AC (FlexRig3)
1,500
211
18,000
AC (FlexRig3)
1,500
212
18,000
AC (FlexRig3)
1,500
213
18,000
AC (FlexRig3)
1,500
214
18,000
AC (FlexRig3)
1,500
215
18,000
AC (FlexRig3)
1,500
216
18,000
AC (FlexRig3)
1,500
217
18,000
AC (FlexRig3)
1,500
218
18,000
AC (FlexRig3)
1,500
219
18,000
AC (FlexRig3)
1,500
220
18,000
AC (FlexRig3)
1,500
221
18,000
AC (FlexRig3)
1,500
222
18,000
AC (FlexRig3)
1,500
Table of Contents
Drawworks:
Location
Rig
Optimum Depth
Rig Type
Horsepower
223
18,000
AC (FlexRig3)
1,500
224
18,000
AC (FlexRig3)
1,500
225
18,000
AC (FlexRig3)
1,500
226
18,000
AC (FlexRig3)
1,500
227
18,000
AC (FlexRig3)
1,500
228
18,000
AC (FlexRig3)
1,500
229
18,000
AC (FlexRig3)
1,500
230
18,000
AC (FlexRig3)
1,500
231
18,000
AC (FlexRig3)
1,500
232
18,000
AC (FlexRig3)
1,500
233
18,000
AC (FlexRig3)
1,500
234
18,000
AC (FlexRig3)
1,500
235
18,000
AC (FlexRig3)
1,500
236
18,000
AC (FlexRig3)
1,500
237
18,000
AC (FlexRig3)
1,500
238
18,000
AC (FlexRig3)
1,500
239
18,000
AC (FlexRig3)
1,500
240
18,000
AC (FlexRig3)
1,500
241
18,000
AC (FlexRig3)
1,500
158
10,000
SCR
900
156
12,000
Mechanical
1,200
159
12,000
Mechanical
1,200
141
14,000
Mechanical
1,200
142
14,000
Mechanical
1,200
143
14,000
Mechanical
1,200
145
14,000
Mechanical
1,200
155
14,000
SCR
1,200
146
16,000
SCR
1,200
147
16,000
SCR
1,200
154
16,000
SCR
1,500
110
12,000
SCR
700
96
16,000
SCR
1,000
118
16,000
SCR
1,200
119
16,000
SCR
1,200
120
16,000
SCR
1,200
162
18,000
SCR
1,500
79
20,000
SCR
2,000
80
20,000
SCR
1,500
89
20,000
SCR
1,500
92
20,000
SCR
1,500
94
20,000
SCR
1,500
Table of Contents
Drawworks:
Location
Rig
Optimum Depth
Rig Type
Horsepower
98
20,000
SCR
1,500
122
16,000
SCR
1,700
97
20,000
SCR
2,000
99
26,000
SCR
2,000
137
26,000
SCR
2,000
149
26,000
SCR
2,000
191
26,000
SCR
2,000
192
26,000
SCR
2,000
72
30,000
SCR
3,000
73
30,000
SCR
3,000
125
30,000
SCR
3,000
134
30,000
SCR
3,000
136
30,000
SCR
3,000
157
30,000
SCR
3,000
161
30,000
SCR
3,000
163
30,000
SCR
3,000
139
30,000+
SCR
3,000
91
20,000
Conventional
3,000
203
20,000
Self-Erecting
2,500
205
20,000
Tension-leg
2,000
206
20,000
Self-Erecting
1,500
100
30,000
Conventional
3,000
105
30,000
Conventional
3,000
106
30,000
Conventional
3,000
107
30,000
Conventional
3,000
201
30,000
Tension-leg
3,000
202
30,000
Tension-leg
3,000
204
30,000
Tension-leg
3,000
Years ended September 30,
2000
2001
2002
2003
2004
38
49
66
83
87
85
%
97
%
84
%
81
%
87
%
Table of Contents
Draw-Works:
Location
Rig
Optimum Depth
Rig Type
Horsepower
177
30,000
SCR
3,000
171
16,000
Mechanical
1,000
172
16,000
Mechanical
1,000
173
20,000
Mechanical
2,000
123
26,000
SCR
2,100
151
30,000
+
SCR
3,000
175
30,000
SCR
3,000
167
18,000
SCR (FlexRig1)
1,500
133
30,000
SCR
3,000
152
30,000
+
SCR
3,000
22
18,000
SCR (Heli Rig)
1,700
23
18,000
SCR (Heli Rig)
1,500
132
18,000
SCR
1,500
176
18,000
SCR
1,500
121
20,000
SCR
1,700
117
26,000
SCR
2,500
138
26,000
SCR
2,500
190
26,000
SCR
2,000
168
18,000
SCR (FlexRig1)
1,500
140
10,000
Mechanical
900
148
26,000
SCR
2,000
160
26,000
SCR
2,000
113
30,000
SCR
3,000
115
30,000
SCR
3,000
116
30,000
SCR
3,000
127
30,000
SCR
3,000
128
30,000
SCR
3,000
129
30,000
SCR
3,000
135
30,000
SCR
3,000
150
30,000
SCR
3,000
174
30,000
SCR
3,000
153
30,000
+
SCR
3,000
Years ended September 30,
2000
2001
2002
2003
2004
40
37
33
32
32
47
%
56
%
51
%
39
%
54
%
Table of Contents
Chairman of the Board
Director since 1949; Chairman of the Board
since 1960
President and Chief Executive Officer
Director since 1987; President and Chief Executive
Officer since 1989
Vice President
Director since 1990; Vice President since 1977 and
President and Chief Operating Officer of Helmerich
& Payne International Drilling Co. since 1977
Vice President and Chief Financial Officer
since 1988
Secretary since 1990; Vice President and
General Counsel since 1988
Table of Contents
PART II
ITEM 5. MARKET FOR THE
COMPANYS COMMON STOCK AND RELATED STOCK HOLDER MATTERS
The principal market on which the Companys common stock is traded is the New
York Stock Exchange under the symbol HP. The high and low sale prices per
share for the common stock for each quarterly period during the past two fiscal
years as reported in the NYSE-Composite Transaction quotations follow:
The Registrant paid quarterly cash dividends during the past two years as shown
in the following table:
The Company paid a cash dividend of $0.0825 per share on December 1, 2004, to
shareholders of record on
November 15, 2004. Payment of future dividends will depend on earnings and
other factors.
As of December 3, 2004, there were 860 record holders of the Companys common
stock as listed by the
transfer agents records.
SUMMARY OF ALL EXISTING EQUITY COMPENSATION PLANS
The following chart sets forth information concerning the equity compensation
plans of the Company as of September 30, 2004.
15
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes selected financial information and should be
read in conjunction with the Consolidated Financial Statements and the Notes
thereto and the related Managements Discussion and Analysis of Results of
Operations and Financial Condition contained at pages 10 through 38 of the
Companys Annual Report. On September 30, 2002, the Company spun off Cimarex
Energy Co. The historical financial data for the business conducted by Cimarex
Energy Co. for 2002 has been reported as discontinued operations which is not
included in the five-year summary of selected financial data.
FIVE - YEAR SUMMARY OF SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENTS DISCUSSION & ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Information required by this
item may be found on pages 10 through 38 of the
Companys Annual Report under the caption Managements Discussion & Analysis
of Results of Operations and Financial Condition.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Information required by this item may be found on the following pages of the
Companys Annual Report under Managements Discussion & Analysis of Results of
Operations and Financial Condition and in Notes to Consolidated Financial
Statements:
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this
item may be found on pages 40 through 67 of the
Companys Annual Report.
16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
a) Evaluation of disclosure controls and procedures. As of the end of the
period covered by this Annual Report on Form 10-K, the Companys management,
under the supervision and with the participation of the Companys Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of
the design and operation of the Companys disclosure controls and procedures.
Based on that evaluation, the Companys Chief Executive Officer and Chief
Financial Officer believe that:
b) Changes in internal controls. There have been no changes in the Companys
internal controls over financial reporting during the Companys last fiscal
quarter of 2004 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
Information required under this item with respect to Directors and with respect
to delinquent filers pursuant to Item 405 of Regulation S-K is incorporated by
reference from the Companys definitive Proxy Statement for the Annual Meeting
of Stockholders to be held March 2, 2005, to be filed with the Commission not
later than 120 days after September 30, 2004. The information required by this
Item with respect to the Companys Executive Officers appears on page 14 of
this Report.
The Company has adopted a Code of Ethics for Principal Executive Officers and
Senior Financial Officers. The text of such Code is located on the Companys
website under Investor Relations - Corporate Governance. The Companys
Internet address is www.hpinc.com.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference from the Companys definitive
Proxy Statement for the Annual Meeting of Stockholders to be held March 2,
2005, to be filed with the Commission not later than 120 days after September
30, 2004.
17
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
This information is incorporated by reference from the Companys definitive
Proxy Statement for the Annual Meeting of Stockholders to be held March 2,
2005, to be filed with the Commission not later than 120 days after September
30, 2004.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference from the Companys definitive
Proxy Statement for the Annual Meeting of Stockholders to be held March 2,
2005, to be filed with the Commission not later than 120 days after September
30, 2004.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
This information is incorporated by reference from the Companys definitive
Proxy Statement for the Annual Meeting of Stockholders to be held March 2,
2005, to be filed with the Commission not later than 120 days after September
30, 2004.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
3.1
Restated Certificate of Incorporation and Amendment to Restated
Certificate of Incorporation of the Company are incorporated herein by
reference to Exhibit 3.1 of the Companys Annual Report on Form 10-K to the
Securities and Exchange Commission for fiscal 1996, SEC File No. 001-04221.
3.2
Amended and Restated By-Laws of the Company are incorporated herein by
reference to Exhibit 3.2 of the Companys Quarterly Report on Form 10-Q to
the Securities and Exchange Commission for the quarter ended March 31, 2002,
SEC File No. 001-04221.
18
4.1
Rights Agreement dated as of January 8, 1996, between the Company and The
Liberty National Bank and Trust Company of Oklahoma City, N.A. is incorporated
herein by reference to the Companys Form 8-A, dated January 18, 1996, SEC File
No. 001-04221.
*10.1
Consulting Services Agreement between W. H. Helmerich, III, and the
Company effective January 1, 1990, is incorporated herein by reference to
Exhibit 10.3 of the Companys Annual Report on Form 10-K to the Securities and
Exchange Commission for fiscal 1996, SEC File No. 001-04221.
*10.2
Supplemental Retirement Income Plan for Salaried Employees of
Helmerich & Payne, Inc. is incorporated herein by reference to Exhibit 10.6
of the Companys Annual Report on Form 10-K to the Securities and Exchange
Commission for fiscal 1996, SEC File No. 001-04221.
*10.3
Helmerich & Payne, Inc. 1990 Stock Option Plan is incorporated herein by
reference to Exhibit 10.7 of the Companys Annual Report on Form 10-K to the
Securities and Exchange Commission for fiscal 1996, SEC File No. 001-04221.
*10.4
Form of Nonqualified Stock Option Agreement for the 1990 Stock Option
Plan is incorporated by reference to Exhibit 99.2 to the Companys Registration
Statement No. 33-55239 on Form S-8, dated August 26, 1994.
*10.5
Supplemental Savings Plan for Salaried Employees of Helmerich and Payne,
Inc. is incorporated herein by reference to Exhibit 10.9 to the Companys
Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal
1999, SEC File No. 001-04221.
*10.6
Helmerich & Payne, Inc. 1996 Stock Incentive Plan is incorporated herein
by reference to Exhibit 99.1 to the Companys Registration Statement No.
333-34939 on Form S-8 dated September 4, 1997.
*10.7
Form of Nonqualified Stock Option Agreement for the Helmerich & Payne,
Inc. 1996 Stock Incentive Plan is incorporated by reference to Exhibit 99.2 to
the Companys Registration Statement No. 333-34939 on Form S-8 dated September
4, 1997.
*10.8
Form of Restricted Stock Agreement for the Helmerich & Payne, Inc. 1996
Stock Incentive Plan is incorporated by reference to Exhibit 10.12 to the
Companys Annual Report on Form 10-K to the Securities and Exchange Commission
for fiscal 1997, SEC File No. 001-04221.
*10.9
Helmerich & Payne, Inc. 2000 Stock Incentive Plan is incorporated herein
by reference to Exhibit 99.1 to the Companys Registration Statement No.
333-63124 on Form S-8 dated June 15, 2001.
*10.10
Form of Agreements for Helmerich & Payne, Inc. 2000 Stock Incentive Plan
being (i) Restricted Stock Award Agreement, (ii) Incentive Stock Option
Agreement and (iii) Nonqualified Stock Option Agreement are incorporated by
reference to Exhibit 99.2 to the Companys Registration Statement No. 333-63124
on Form S-8 dated June 15, 2001.
*10.11
Form of Director Nonqualified Stock Option Agreement for the 2000
Helmerich & Payne, Inc. Stock Incentive Plan is incorporated herein by
reference to Exhibit 10.1 of the Companys Quarterly
Report on Form 10-Q to the Securities and Exchange Commission for the quarter
ended June 30, 2002, SEC File No. 001-04221.
*10.12
Form of Change of Control Agreement for Helmerich & Payne, Inc. is
incorporated herein by reference to Exhibit 10.3 of the Companys Quarterly
Report on Form 10-Q to the Securities and Exchange Commission for the quarter
ended June 30, 2002, SEC File No. 001-04221.
10.13
Second Amendment to Credit Agreement, dated as of July 16, 2002, by and
among Helmerich & Payne International Drilling Co., Helmerich & Payne, Inc.
and Bank One, Oklahoma, N.A. is incorporated herein by reference to Exhibit
10.4 of the Companys Quarterly Report on Form 10-Q to the Securities and
Exchange Commission for the quarter ended June 30, 2002, SEC File No.
001-04221.
19
10.14
Credit Agreement, dated as of July 16, 2002, among Helmerich & Payne
International Drilling Co., Helmerich & Payne, Inc., the several lenders from
time to time party thereto, and Bank of Oklahoma, National Association is
incorporated herein by reference to Exhibit 10.5 of the Companys Quarterly
Report on Form 10-Q to the Securities and Exchange Commission for the quarter
ended June 30, 2002, SEC File No. 001-04221.
10.15
Note Purchase Agreement dated as of August 15, 2002, among Helmerich &
Payne International Drilling Co., Helmerich & Payne, Inc. and various
insurance companies is incorporated herein by reference to Exhibit 10.20 of
the Companys Annual Report on Form 10-K to the Securities and Exchange
Commission for fiscal 2002, SEC File No. 001-04221.
10.16
Office Lease dated May 30, 2003, between K/B Fund IV and Helmerich &
Payne, Inc. is incorporated herein by reference to Exhibit 10.18 of the
Companys Annual Report on Form 10-K to the Securities and Exchange
Commission for fiscal 2003, SEC File No. 001-04221.
*10.17
Helmerich & Payne, Inc. Director Deferred Compensation Plan is
incorporated herein by reference to Exhibit 10.1 of the Companys Form 8-K
filed on September 9, 2004.
10.18
Shareholders Agreement and Registration Rights Agreement dated July 19,
2004 between Helmerich & Payne International Drilling Co. and Atwood
Oceanics, Inc. is incorporated herein by reference to Exhibit 1.1 of the
Companys Amended Schedule 13D filed on July 21, 2004.
10.19
Underwriting Agreement dated October 13, 2004, between Helmerich &
Payne International Drilling Co. and various underwriters is incorporated
herein by reference to Exhibit 1.1 of the Companys Form 8-K filed on October
14, 2004.
*10.20
Helmerich & Payne, Inc. Annual Bonus Plan for Executive Officers is
incorporated herein by reference to Exhibit 10.1 of the Companys Form 8-K
filed on December 6, 2004.
13.
The Companys Annual Report to Shareholders for fiscal 2004.
21.
List of Subsidiaries of the Company is incorporated herein by reference
to Exhibit 21 of the Companys Annual Report on Form 10-K to the Securities
and Exchange Commission for fiscal 2003, SEC File No. 001-04221.
23.1
Consent of Independent Registered Public Accounting Firm.
31.1
Certification of Chief Executive Officer, as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer, as Adopted Pursuant to Section
302 of the Sarbanes-
Oxley Act of 2002.
32
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
* Management or Compensatory Plan or Arrangement.
(b) Reports on Form 8-K
The Company filed two reports on Form 8-K during the last quarter of fiscal
2004 as follows:
20
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has
duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized:
21
INDEX TO EXHIBITS
3.1
Restated Certificate of Incorporation and Amendment to Restated
Certificate of Incorporation of the Company are incorporated herein by
reference to Exhibit 3.1 of the Companys Annual Report on Form 10-K to the
Securities and Exchange Commission for fiscal 1996, SEC File No. 001-04221.
3.2
Amended and Restated By-Laws of the Company are incorporated herein by
reference to Exhibit 3.2 of the Companys Quarterly Report on Form 10-Q to
the Securities and Exchange Commission for the quarter ended March 31, 2002,
SEC File No. 001-04221.
4.1
Rights Agreement dated as of January 8, 1996, between the Company and The
Liberty National Bank and Trust Company of Oklahoma City, N.A. is incorporated
herein by reference to the Companys Form 8-A, dated January 18, 1996, SEC File
No. 001-04221.
*10.1
Consulting Services Agreement between W. H. Helmerich, III, and the
Company effective January 1, 1990, is incorporated herein by reference to
Exhibit 10.3 of the Companys Annual Report on Form 10-K to the Securities and
Exchange Commission for fiscal 1996, SEC File No. 001-04221.
*10.2
Supplemental Retirement Income Plan for Salaried Employees of
Helmerich & Payne, Inc. is incorporated herein by reference to Exhibit 10.6
of the Companys Annual Report on Form 10-K to the Securities and Exchange
Commission for fiscal 1996, SEC File No. 001-04221.
*10.3
Helmerich & Payne, Inc. 1990 Stock Option Plan is incorporated herein by
reference to Exhibit 10.7 of the Companys Annual Report on Form 10-K to the
Securities and Exchange Commission for fiscal 1996, SEC File No. 001-04221.
*10.4
Form of Nonqualified Stock Option Agreement for the 1990 Stock Option
Plan is incorporated by reference to Exhibit 99.2 to the Companys Registration
Statement No. 33-55239 on Form S-8, dated August 26, 1994.
*10.5
Supplemental Savings Plan for Salaried Employees of Helmerich and Payne,
Inc. is incorporated herein by reference to Exhibit 10.9 to the Companys
Annual Report on Form 10-K to the Securities and Exchange Commission for fiscal
1999, SEC File No. 001-04221.
*10.6
Helmerich & Payne, Inc. 1996 Stock Incentive Plan is incorporated herein
by reference to Exhibit 99.1 to the Companys Registration Statement No.
333-34939 on Form S-8 dated September 4, 1997.
*10.7
Form of Nonqualified Stock Option Agreement for the Helmerich & Payne,
Inc. 1996 Stock Incentive Plan is incorporated by reference to Exhibit 99.2 to
the Companys Registration Statement No. 333-34939 on Form S-8 dated September
4, 1997.
*10.8
Form of Restricted Stock Agreement for the Helmerich & Payne, Inc. 1996
Stock Incentive Plan is incorporated by reference to Exhibit 10.12 to the
Companys Annual Report on Form 10-K to the Securities and Exchange Commission
for fiscal 1997, SEC File No. 001-04221.
*10.9
Helmerich & Payne, Inc. 2000 Stock Incentive Plan is incorporated herein
by reference to Exhibit 99.1 to the Companys Registration Statement No.
333-63124 on Form S-8 dated June 15, 2001.
*10.10
Form of Agreements for Helmerich & Payne, Inc. 2000 Stock Incentive Plan
being (i) Restricted Stock Award Agreement, (ii) Incentive Stock Option
Agreement and (iii) Nonqualified Stock Option Agreement are incorporated by
reference to Exhibit 99.2 to the Companys Registration Statement No. 333-63124
on Form S-8 dated June 15, 2001.
*10.11
Form of Director Nonqualified Stock Option Agreement for the 2000
Helmerich & Payne, Inc. Stock Incentive Plan is incorporated herein by
reference to Exhibit 10.1 of the Companys Quarterly
Report on Form 10-Q to the Securities and Exchange Commission for the quarter
ended June 30, 2002, SEC File No. 001-04221.
*10.12
Form of Change of Control Agreement for Helmerich & Payne, Inc. is
incorporated herein by reference to Exhibit 10.3 of the Companys Quarterly
Report on Form 10-Q to the Securities and Exchange Commission for the quarter
ended June 30, 2002, SEC File No. 001-04221.
10.13
Second Amendment to Credit Agreement, dated as of July 16, 2002, by and
among Helmerich & Payne International Drilling Co., Helmerich & Payne, Inc.
and Bank One, Oklahoma, N.A. is incorporated herein by reference to Exhibit
10.4 of the Companys Quarterly Report on Form 10-Q to the Securities and
Exchange Commission for the quarter ended June 30, 2002, SEC File No.
001-04221.
10.14
Credit Agreement, dated as of July 16, 2002, among Helmerich & Payne
International Drilling Co., Helmerich & Payne, Inc., the several lenders from
time to time party thereto, and Bank of Oklahoma, National Association is
incorporated herein by reference to Exhibit 10.5 of the Companys Quarterly
Report on Form 10-Q to the Securities and Exchange Commission for the quarter
ended June 30, 2002, SEC File No. 001-04221.
10.15
Note Purchase Agreement dated as of August 15, 2002, among Helmerich &
Payne International Drilling Co., Helmerich & Payne, Inc. and various
insurance companies is incorporated herein by reference to Exhibit 10.20 of
the Companys Annual Report on Form 10-K to the Securities and Exchange
Commission for fiscal 2002, SEC File No. 001-04221.
10.16
Office Lease dated May 30, 2003, between K/B Fund IV and Helmerich &
Payne, Inc. is incorporated herein by reference to Exhibit 10.18 of the
Companys Annual Report on Form 10-K to the Securities and Exchange
Commission for fiscal 2003, SEC File No. 001-04221.
*10.17
Helmerich & Payne, Inc. Director Deferred Compensation Plan is
incorporated herein by reference to Exhibit 10.1 of the Companys Form 8-K
filed on September 9, 2004.
10.18
Shareholders Agreement and Registration Rights Agreement dated July 19,
2004 between Helmerich & Payne International Drilling Co. and Atwood
Oceanics, Inc. is incorporated herein by reference to Exhibit 1.1 of the
Companys Amended Schedule 13D filed on July 21, 2004.
10.19
Underwriting Agreement dated October 13, 2004, between Helmerich &
Payne International Drilling Co. and various underwriters is incorporated
herein by reference to Exhibit 1.1 of the Companys Form 8-K filed on October
14, 2004.
*10.20
Helmerich & Payne, Inc. Annual Bonus Plan for Executive Officers is
incorporated herein by reference to Exhibit 10.1 of the Companys Form 8-K
filed on December 6, 2004.
13.
The Companys Annual Report to Shareholders for fiscal 2004.
21.
List of Subsidiaries of the Company is incorporated herein by reference
to Exhibit 21 of the Companys Annual Report on Form 10-K to the Securities
and Exchange Commission for fiscal 2003, SEC File No. 001-04221.
23.1
Consent of Independent Registered Public Accounting Firm.
31.1
Certification of Chief Executive Officer, as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer, as Adopted Pursuant to Section
302 of the Sarbanes-
Oxley Act of 2002.
32
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
* Management or Compensatory Plan or Arrangement.
2003
2004
Quarter
High
Low
High
Low
$
30.23
$
23.45
$
28.37
$
23.77
28.94
22.60
30.61
27.02
32.80
24.72
29.55
24.25
30.30
25.70
29.07
24.01
Paid per Share
Total Payment
Fiscal
Fiscal
Quarter
2003
2004
2003
2004
$
0.080
$
0.080
$
4,000,982
$
4,011,879
0.080
0.080
4,002,239
4,017,204
0.080
0.080
4,002,971
4,032,709
0.080
0.0825
4,009,076
4,160,221
Number of securities to
Weighted-average
Number of securities remaining
be issued upon exercise
exercise price of
available for future issuance under
of outstanding options,
outstanding options,
equity compensation plans (excluding
warrants and rights
warrants and rights
securities reflected in column (a))
(a)
(b)
(c)
4,456,665
$
22.028
1,157,805
4,456,665
$
22.028
1,157,805
(1)
Includes the 1990 Stock Option Plan, the 1996 Stock Incentive Plan and the
2000 Stock Incentive Plan of the Company.
(2)
The Company does not maintain any equity compensation plans that have not
been approved by the stockholders.
Table of Contents
2000
2001
2002
2003
2004
(in thousands except per share amounts)
$
416,272
$
542,571
$
551,879
$
515,284
$
620,928
51,516
36,470
80,467
53,706
17,873
4,359
0.74
1.61
1.08
0.36
0.09
0.73
1.58
1.07
0.35
0.09
1,200,854
1,300,121
1,227,313
1,417,770
1,406,844
50,000
50,000
100,000
200,000
200,000
0.285
0.30
0.31
0.32
0.3225
MARKET RISK
PAGE
34-36
36-37
37-38
38
Table of Contents
the Companys disclosure controls and procedures are designed to ensure that
information required to be disclosed by the Company in the reports it files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SECs rules
and forms; and
the Companys disclosure controls and procedures operate such that important
information flows to appropriate collection and disclosure points in a timely
manner and are effective to ensure that such information is accumulated and
communicated to the Companys management, and made known to the Companys
Chief Executive Officer and Chief Financial Officer, particularly during the
period when this Annual Report on Form 10-K was prepared, as appropriate to
allow timely decision regarding the required disclosure.
Table of Contents
a)
1.
Financial Statements: The following appear in the Companys Annual Report
at the pages indicated below and are incorporated herein by reference:
39
40
41-42
43
44
45-67
2.
Financial Statement Schedules: All schedules are omitted as inapplicable
or because the required information is contained in the financial
statements or included in the notes thereto.
3.
Exhibits. The following documents are included as exhibits to this Form
10-K. Exhibits incorporated by reference herein are duly noted as such.
Unless so noted, each exhibit is filed herewith.
Table of Contents
Table of Contents
Form 8-K dated July 22, 2004, containing a Press Release with attached
Unaudited Consolidated Condensed Balance Sheets, Consolidated Statements
of Income and Financial Results Lines of Business, announcing the
Companys third quarter 2004 earnings.
Form 8-K dated September 2, 2004, disclosing the approval by the Companys
Board of Directors of the Helmerich & Payne, Inc. Director Deferred
Compensation Plan, to become effective October 1, 2004.
Table of Contents
HELMERICH & PAYNE, INC.
/s/ Hans Helmerich
Hans Helmerich, President and Chief Executive Officer
Date: February 11, 2005
Table of Contents
EXHIBIT 13
Helmerich & Payne, Inc.
ANNUAL REPORT FOR FISCAL 2004
Helmerich & Payne, Inc.
Helmerich & Payne, Inc. is the holding Company for Helmerich & Payne International Drilling Co., an international drilling contractor with land and offshore platform operations in the United States, South America, Africa, and Europe. Holdings also include commercial real estate properties in the Tulsa, Oklahoma, area and an energy-weighted portfolio of publicly-traded securities valued at approximately $241 million as of September 30, 2004.
FINANCIAL HIGHLIGHTS
Years Ended September 30,
2004
2003
(in thousands, except per share amounts)
$
620,928
$
515,284
4,359
17,873
.09
.35
.323
.32
88,972
246,301
1,406,844
1,417,770
1
To the Co-owners
of Helmerich & Payne, Inc.:
When I worked on my first Annual Report twenty-three years ago, that publication was the single most important way we communicated to shareholders. A popular staple back then was my dads Presidents Letter. He started a tradition of penning a wide-ranging commentary back in the 1960s, and after he retired, I picked up a similar approach with my first letter in 1990. Over the years, I tackled a range of issues that bear on all U.S. public companies, including common education, double taxation, executive compensation, and energy policy. I always enjoyed readers feedback and particularly remember meeting the author of the most famous Presidents Letter, Warren Buffet, who recommended to me that I turn the task back to my predecessor. Thats an offer our Chairman continues to turn down each year, although it still gets a laugh between us.
Over these same years, the role of the Annual Report has changed significantly. Its importance as a communication tool has given way to more timely webcasts and conference calls, strict disclosures and legal requirements, and the broad use of increasingly popular and accessible websites. Along with a growing number of public companies, we have combined our Annual Report with our 10-K filing as a cost-effective approach to compliance.
This letter will change as this document continues to evolve. Before summarizing our operations for 2004, I want to thank our employees for delivering outstanding field performance during a challenging year.
2
Contract Drilling Operations
Crude oil prices surged during the last half of 2004, erasing previous records and reaching past $50 per barrel. Additionally, natural gas prices remained resilient in 2004, even in the face of record storage inventories heading into the 2004-2005 heating season. In short, our customers have not experienced a healthier commodity price environment in decades. According to statistics compiled by Baker Hughes, average rig activity improved world-wide by approximately 13 percent in 2004, with nearly three quarters of the gain coming in the U.S. land market. Almost half of the worlds active rigs are in the U.S. land market, which at year-end had 1,129 active rigs, compared with 967 at the end of 2003. In sharp contrast, the U.S. offshore market continued to soften and ultimately translated into a significant negative impact on this years financial results.
U.S. Offshore Operations
After 20 years of steady performance, the Company has suffered in recent years through an industry-wide downturn in activity levels for conventional water depths, where the majority of the Companys offshore platform rigs operate. While this segment appears to have stabilized, the Company took a $51.5 million non-cash asset impairment charge against the carrying value of its Gulf of Mexico platform rigs, reflecting our continued expectation that any recovery in this sector will be slow. The Company retired one offshore platform rig at
3
the end of 2004, leaving 11 rigs in the fleet, which we believe are the newest and best available in their class in the Gulf of Mexico market. At year-end, three rigs were working on full day rates, two rigs were on standby rates, and six rigs were available for work.
International Operations
Significant improvements in Venezuela and Argentina, as well as operations in Hungary and Equatorial Guinea, helped bolster performance in 2004. On average, the Company had five more rigs working in 2004 than in 2003, resulting in a 39 percent increase in revenue days. Including a $1.7 million insurance settlement, revenues increased 37 percent and operating profit climbed to $14 million compared with $5.1 million in 2003. Activity in Venezuela increased by over three rigs in 2004, and at the close of the year, nine rigs were running, with a tenth likely to commence in January 2005. After Venezuela, Ecuador is the second strongest market for the Company in South America. At year-end, the Company had seven rigs operating there, and an eighth has a letter of intent to begin operations in December 2004. Colombia had very weak activity in 2004, but at the close of the year, one rig had returned to work, and the Company received a letter of intent to return a second rig to work in December 2004. International operations in South America strengthened measurably in 2004, and with the return of four older rigs to the U.S. and new contracts in Venezuela, Ecuador, and Colombia, the
4
Company anticipates that it will have 23 rigs out of 27 rigs working by the end of the first quarter of fiscal 2005.
The Companys first international FlexRig*, working in Hungary, should work through the first fiscal quarter of 2005. The Company completed a multi-well contract in Chad using its second international FlexRig during the year, and that rig has since returned to the U.S. fleet and is working in central Florida. The Company continues to actively prospect in other regions of the world for attractive growth opportunities, principally in areas where FlexRig technology can be applied to add considerable value.
U.S. Land Operations
In July, the U.S. land rig count surpassed the previous high mark set in 2001, and activity continues to grow. The Company added ten net rig years to its fleet capacity during 2004 and worked 13 more rig years than in 2003. Revenues and cash flow increased 27 and 48 percent, respectively, and operating profit doubled that of 2003. At the close of the year, the Company had 87 rigs available to the market, 80 of which were working. FlexRig utilization during 2004 was 99 percent, compared with 73 percent for the Companys remaining fleet. The Company completed its FlexRig3 construction project, delivering the 32nd FlexRig3 at the end of March. FlexRig3s have drilled almost 500 wells, 73 percent of which were drilled under or on the customers planned drilling time. In further recognition of the superior value, half of the
* | The term FlexRig used throughout this Annual Report is a Company trademark Registered in the U.S. Patent and Trademark Office. |
5
FlexRig3 fleet is being used to drill directional, more technically difficult wells compared to an average of 26 percent for the industry fleet. The FlexRig3 is setting the industry pace in pricing with 20 out of 32 FlexRig3s currently contracted at $14,000 per day or higher. The counter cyclical investment made in the FlexRig has strategically positioned the Company by doubling its U.S. capacity and by demonstrating a clear performance differential to the customer. Forty-nine of our 50 FlexRigs are located in the U.S. and will give the Company improved potential earnings leverage in this growing up-cycle.
Outlook
The Company had its share of frustration and disappointment in 2004, but we are encouraged by the momentum we see developing for 2005 and beyond. U.S. land market activity indicates that the industry is entering a different, but improving part of the drilling cycle, and as rig counts continue to move up, we expect dayrate pricing will also ratchet up. The Companys FlexRig3 continues to receive high marks in the field, and as oil field costs escalate, the Company expects to see increasing recognition of its value in the form of higher margins. We are also encouraged by improvements in the international market and look to this arena to be a leading source of long-term growth. Although the offshore platform market has been a disappointment, the Company maintains a solid foothold in this segment of the business with the newest rigs in the Gulf of Mexico fleet and a wealth of engineering and project management experience that is essential for
6
developing future opportunities. While we have no immediate plans or announcements regarding new rigs, we do have customers expressing interest in projects in the U.S., as well as internationally. We expect that additional investments will be accompanied by term contracts and dayrates that provide improved financial returns and that better reflect what we strongly believe to be unparalleled drilling efficiencies and service.
|
Sincerely, | |
|
||
|
||
|
||
|
Hans Helmerich
President |
December 9, 2004
7
Financial & Operating Review
8
9
Managements
Discussion & Analysis of
Results of Operations and
Financial Condition
RISK FACTORS AND FORWARD - LOOKING STATEMENTS
The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere herein. The Companys future operating results may be affected by various trends and factors, which are beyond the Companys control. These include, among other factors, fluctuations in oil and natural gas prices, expiration or termination of drilling contracts, currency exchange gains and losses, changes in general economic conditions, rapid or unexpected changes in technologies, risks of foreign operations, uninsured risks, and uncertain business conditions that affect the Companys businesses. Accordingly, past results and trends should not be used by investors to anticipate future results or trends.
With the exception of historical information, the matters discussed in Managements Discussion & Analysis of Results of Operations and Financial Condition include forward-looking statements. These forward-looking statements are based on various assumptions. The Company cautions that, while it believes such assumptions to be reasonable and makes them in good faith, assumed facts almost always vary from actual results. The differences between assumed facts and actual results can be material. The Company is including this cautionary statement to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company. The factors identified in this cautionary statement and those factors discussed under Risk Factors beginning on page 6 of the Companys 2004 Form 10-K are important factors (but not necessarily all important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company.
10
SPIN - OFF AND MERGER TRANSACTIONS
On September 30, 2002, Helmerich & Payne, Inc. completed its distribution of 100 percent of the common stock of Cimarex Energy Co. to the Companys shareholders and the merger of Key Production Company, Inc. into a subsidiary of Cimarex making Key a wholly-owned subsidiary of Cimarex. The Cimarex Energy Co. stock distribution was recorded as a dividend and resulted in a decrease to consolidated stockholders equity of approximately $152.2 million. The Company and its subsidiaries continue to own and operate contract drilling and real estate businesses, while Cimarex Energy Co. is a separate, publicly traded company that owns and operates an exploration and production business. The Company does not own any common stock of Cimarex Energy Co. (See note 2 of the Consolidated Financial Statements for complete description of the transaction.) As a result of the transaction, the Company has reported the results of its former exploration and production division (Cimarex Energy Co.) as discontinued operations.
EXECUTIVE SUMMARY
Helmerich & Payne, Inc. is a contract drilling company which owned and operated a total of 130 drilling rigs at September 30, 2004. The Companys primary markets are the United States land rig business in which the Company owned 87 rigs, the United States offshore platform rig business in which the Company owned 11 offshore platform rigs, and the international land rig business in which the Company owned 32 rigs at year end. Over the past year, crude oil and natural gas prices have risen significantly as the supply and demand outlook for both commodities have changed. Crude oil demand has improved as markets
11
like China and India, as well as the U.S., have recorded increases in demand for crude oil due to economic growth. The U.S. natural gas market has been promising for some time, but only recently have natural gas production levels and overall reserve totals for natural gas declined to a point that there is a perceived shortage of deliverable natural gas to meet the prospective total demand in the U.S. Because of these dynamics, the overall demand for drilling rig services has increased both in the U.S. and internationally. Additionally, most offshore rig markets have also responded positively, with the exception of the offshore platform rig market. Fundamental changes in the makeup of the offshore platform rig business have negatively affected offshore platform rig utilization dramatically over the past two years. As a result, while the Companys business in its U.S. land and international sectors improved during 2004, the offshore platform rig business declined and suffered an operating loss for the year due to a material asset impairment charge in that segment.
As the Company looks to 2005, it appears that markets in both U.S. land and international segments are in a good position to record improved financial results. The U.S. offshore platform business does not appear to have good probabilities for improvement, although it should be fairly stable given the type of projects currently in place. Overall however, Helmerich & Payne, Inc. should benefit from the prospective improvements brought about by historical highs in commodity prices, and the excellent financial condition of the Company.
RESULTS OF OPERATIONS
All per share amounts included in the Results of Operations discussion are stated on a diluted basis. Helmerich & Payne, Inc.s net income for
12
2004 was $4.4 million ($0.09 per share), compared with $17.9 million ($0.35 per share) for 2003 and $63.5 million ($1.26 per share) for 2002. Included in net income was a pre-tax asset impairment charge (discussed in detail later) of $51.5 million ($31.9 million after-tax or $0.63 per share) in 2004 and income from discontinued operations of $9.8 million ($0.19 per share) in 2002. Included in the Companys net income, but not related to its operations, were after-tax gains from the sale of investment securities of $14.1 million($0.28 per share) in 2004, $3.3 million ($0.07 per share) in 2003, and $15.2 million($0.30 per share) in 2002. In addition to income from security sales, the Company recorded net income during 2004 of $1.5 million ($0.03 per share) from non-monetary investment gains. Also included in net income is the Companys portion of income or loss from its equity affiliates, Atwood Oceanics, Inc. and a 50-50 joint venture with Atwood called Atwood Oceanics West Tuna Pty. Ltd. (dissolved in 2003). From equity affiliates, the Company recorded net income of $0.01 per share in 2004, a loss of $0.03 per share in 2003, and net income of $0.06 per share in 2002. (See Liquidity section of MD&A for discussion of the sale of a portion of the Companys Atwood Oceanic stock shortly after September 30, 2004).
Consolidated revenues were $620.9 million in 2004, $515.3 million in 2003, and $551.9 million in 2002. U.S. land revenues rose steadily from 2002 to 2004, while U.S. offshore platform rig revenues declined significantly during the same period. The increase in U.S. land revenues was fueled by the Companys increasing rig fleet due to the construction of FlexRigs over the three-year period. The average number of U.S. land rigs available was 86 rigs in 2004, 76 in 2003, and 57 in 2002. U.S. land rig utilizations for the Company were 87 percent in 2004, 81 percent in 2003, and 84 percent in 2002. Revenue reductions in the
13
offshore platform business were mainly due to a drop in rig utilization to 48 percent in 2004, from 51 percent in 2003 and 83 percent in 2002. Late in 2003, renegotiations for additional work for two rigs under the expiring contracts resulted in lower dayrates, thereby contributing to the decline in revenues. Also late in 2003, two other rigs were moved to an active standby status which also lowered revenues, even though those rigs remained active. International rig revenues declined from 2002 to 2003, and rose during 2004 as rig utilizations fell from 51 percent in 2002, to 39 percent in 2003, and then rose to 54 percent in 2004.
Revenues from investments were $27.6 million in 2004, $8.0 million in 2003, and $28.1 million in 2002. Included in revenues was the aggregate of pre-tax gains, losses, and write-downs relating to the Companys portfolio of equity securities which were $25.4 million in 2004, $5.5 million in 2003, and $24.8 million in 2002. Interest and dividend income fell in each year due to reduced cash positions, lower interest rates, and a reduction in the Companys equity portfolio. Total interest and dividend income was $2.0 million in 2004, $2.5 million in 2003, and $3.6 million in 2002.
Direct operating costs in 2004 were $416.6 million or 70 percent of operating revenues, compared with $345.5 million or 68 percent of operating revenues in 2003, and $361.7 million or 69 percent of operating revenues in 2002. The 2003 expense to revenue percentage would basically be the same as 2002 and only slightly less than 2004 except for the fact that in the offshore platform segment in 2003 one contract had higher than normal margins and significant early termination revenues.
14
Depreciation expense was $94.4 million in 2004, $82.5 million in 2003, and $61.4 million in 2002. Depreciation expense increased significantly over the three-year period as the Company placed into service 13 new rigs in 2002, 19 new rigs in 2003, and 5 new rigs in 2004. The Company anticipates 2005 depreciation expense to be consistent with 2004, unless capital expenditures rise unexpectedly. Additional depreciation as a result of the 5 new land rigs put in service during 2004 and capital expenditures will be offset by the reduction in offshore platform rig depreciation as a result of the asset impairment charge discussed below.
During the fourth quarter of 2004, the Company recognized a pre-tax, non-cash asset impairment charge of $51.5 million related to its Gulf of Mexico offshore platform rigs. During fiscal 2004, average revenue per day for the Companys offshore platform rigs steadily declined from an average of $32,790 per day during the first quarter to $28,380 during the fourth quarter. Average cash margins per rig day declined throughout the year from $15,206 during the first quarter of 2004 to $11,003 during the fourth quarter. Total operating profit for the offshore platform rig segment had averaged over $9 million per quarter for both fiscal years 2002 and 2003, with an $8.9 million operating profit recorded for the fourth quarter of 2003. During fiscal 2004, operating profit was $4.4 million, $4.1 million, $3.8 million, and $4.3 million (excluding the asset impairment charge) for the four sequential fiscal quarters as shown below.
15
During this same three year period, industry platform rig utilization in the Companys market declined from 72% during the first quarter of fiscal 2002, to 47% during the fourth quarter of fiscal 2004. During this same period, utilization for the Companys platform rigs fell from 100% (10 of 10) during the first quarter 2002, to a low of 42% (five of 12) during the first and second quarters of 2004. Although activity rose slightly during the third and fourth quarters of 2004, it is expected to drop back to five active rigs during the first quarter of 2005.
As demonstrated by these financial trends, the Companys offshore platform business has continued to decline. During the first half of 2004, the Company believed that two new contracts obtained for work that commenced during the third and fourth quarters and the increases in commodity prices were precursors to more bidding activity in the market. That anticipated increase in bid activity did not materialize and bidding opportunities were very low during the third and fourth quarters. Additionally, oil and natural gas commodity prices reached new historical highs during the Companys fourth fiscal quarter, but there was no improvement in the market for the Companys offshore platform rigs and no indication from customers that new opportunities would be forthcoming in the foreseeable future.
As a result of these events and circumstances, management performed an analysis of the general industry market conditions in the offshore platform rig business, and the prospective market demand for the offshore platform rigs owned by the Company. Based upon this analysis, management determined that the carrying value of certain of the offshore rigs exceeded the estimated undiscounted future cash flows associated with these assets. Accordingly, an asset impairment charge
16
was recorded to reduce the carrying value of the assets to their estimated fair value. Because quoted market prices are not available for offshore platform rigs, the fair value was determined based upon estimated discounted future cash flows and rig utilization. The cash flows were estimated by management considering factors such as prospective market demand, recent changes in rig technology and its effect on each rigs marketability, any cash investment required to make the rig marketable, suitability of rig size and makeup to existing platforms, and new competitive dynamics due to lower industry utilization.
The timing of the impairment was predicated on a number of industry and rig-specific factors that, in the opinion of management, appear to be longer term in nature than originally expected. Future cash flow limitations for existing rigs became more apparent as long term arrangements for a few of the Companys newer rigs were adjusted during the year. Also, one of the Companys more marketable rigs was stacked during the fourth quarter, with no prospects for work in the foreseeable future. It was determined that one of the Companys older rigs was no longer marketable and, therefore, was written down to its salvage value and removed from the active rig count as of September 30, 2004.
The Company also assessed its international land rig fleet because of relatively low rig utilizations during fiscal years 2002, 2003 and 2004. During that three year period, the Company averaged having 32 rigs available with average annual international fleet utilizations of 51% in 2002, 39% in 2003, and 54% in 2004. Because of strong land rig demand in the U.S., five international rigs were returned to the U.S. during the first quarter of fiscal 2005. Activity in the international market also improved and the Companys active rig count in South
17
America increased during the first quarter. During October 2004, the Company had 27 international land rigs available for service, with 23 rigs (85%) that were either active or had been committed with signed letters of intent. Market conditions for international work have improved substantially over the past six months. Based upon managements analysis, the undiscounted estimated future cash flows exceeded the carrying value of our international land rigs.
General and administrative expenses totaled $37.7 million for 2004, $41 million for 2003, and $36.6 million for 2002. The decrease in total general and administrative expenses from 2003 to 2004 was primarily from a reduction in pension expense due to a decrease in the benefit accrual, reduced field training expense as the FlexRig training program was completed, and lower salary and bonus expense. These reductions were partially offset by increases in property, casualty and health insurance expenses. The increase from 2002 to 2003 was primarily the result of increases in employee benefits relating to pension, medical insurance, and 401(k) matching expenses. Employee salaries and bonuses also contributed to the increase, as well as increases in property and casualty insurance costs.
Interest expense was $12.7 million in 2004 and $12.3 million in 2003, compared with $1.0 million in 2002. The Company issued $200 million of intermediate-term debt, half of which was placed just prior to the end of fiscal year 2002, and the other half placed at the beginning of fiscal year 2003. Additionally, the Company drew on its bank line of credit during 2003, with $30 million drawn at the end of 2003. The $30 million was paid early in fiscal 2004, with no bank loan outstanding at the end of 2004.
18
The provision for income taxes totaled $4.4 million in 2004, $14.6 million in
2003, and $40.6 million in 2002. Effective income tax rates on income from
continuing operations were 55 percent in 2004, 43 percent in 2003, and 44
percent in 2002. Effective income tax rates are higher for the Companys
international operations than for its U.S. operations. As a result, the
aggregate effective rate is higher in years when international operations make
up a higher percentage of financial operating profit. International
operating profit, as a percent of total Company operating profit, was 68
percent in 2004, eight percent in 2003, and 15 percent in 2002. (See Note 5 of
the Financial Statements).
COMPARISON OF THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003
2004
2003
% Change
(in thousands, except operating statistics)
$
347,793
$
273,993
26.9
%
246,177
201,398
22.2
7,765
9,304
(16.5
)
56,528
44,726
26.4
$
37,323
$
18,565
101.0
27,472
22,588
21.6
%
$
11,700
$
11,436
2.3
$
8,001
$
8,221
(2.7
)
$
3,699
$
3,215
15.1
87
83
4.8
87
%
81
%
7.4
Operating statistics for per day revenue, expense and margin do not include reimbursements of out-of-pocket expenses.
19
The Companys U.S. land rig operating profit increased 101.0 percent from 2003 to 2004. This increase was due to improved rig utilization experienced by the Company, the increased number of rigs available during 2004, and the improvement in average rig margins per rig day during the year. The improved margins were a result of slightly increased average dayrates and lower expenses per rig day experienced during 2004. The lower expense per day in 2004 was due to the elimination of excess crew overages that occurred in 2003 in connection with placing 19 new rigs into service. During the fourth quarter of 2004, the Company began to experience a more significant improvement in revenue and margin per day due to higher levels of U.S. land rig activity. Although it is difficult to predict the extent of continued improvement, it is anticipated that rig activity will continue to improve as long as crude oil and natural gas prices remain at the historically high levels experienced during the second half of 2004. Total number of rigs owned at the end of 2004 as compared to 2003 increased by a net of four rigs, resulting from five additional FlexRigs being completed during the year and removing from service one older conventional rig. As a result of the new rigs put in service, and a full year of depreciation of rigs put in service during 2003, total U.S. land rig depreciation increased 26.4 percent from 2003 to 2004. It is anticipated that depreciation will increase during 2005, but at a much lower rate than in 2004.
20
COMPARISON OF THE YEARS ENDED
SEPTEMBER 30, 2004 AND 2003
|
2004
|
2003
|
% Change
|
|||||||||
(in thousands, except operating statistics) | ||||||||||||
U.S. OFFSHORE OPERATIONS
|
||||||||||||
Revenues
|
$ | 84,993 | $ | 112,633 | (24.5 | )% | ||||||
Direct operating expenses
|
52,987 | 60,589 | (12.5 | ) | ||||||||
General and administrative expense
|
3,256 | 2,939 | 10.8 | |||||||||
Depreciation
|
12,107 | 12,799 | (5.4 | ) | ||||||||
Asset impairment charge
|
51,516 | | | |||||||||
|
|
|
||||||||||
Operating profit (loss)*
|
$ | (34,873 | ) | $ | 36,306 | (196.1 | ) | |||||
|
|
|
||||||||||
Operating Statistics:
|
||||||||||||
Activity days
|
2,088 | 2,233 | (6.5 | )% | ||||||||
Average rig revenue per day
|
$ | 29,432 | $ | 38,239 | (23.0 | ) | ||||||
Average rig expense per day
|
$ | 16,509 | $ | 17,822 | (7.4 | ) | ||||||
Average rig margin per day
|
$ | 12,923 | $ | 20,417 | (36.7 | ) | ||||||
Number of owned rigs at end of period
|
11 | 12 | (8.3 | ) | ||||||||
Rig utilization
|
48 | % | 51 | % | (5.9 | ) |
Operating statistics for per day revenue, expense and margin do not include reimbursements of out-of-pocket expenses and exclude the effects of offshore platform management contracts.
Operating profit in the Companys U.S. offshore platform rig operations fell from $36.3 million during 2003 to a loss of $34.9 million in 2004 due primarily to the asset impairment charge of $51.5 million. Excluding the asset impairment charge, operating profit would have been $16.6 million for 2004, which is a $19.7 million decline from 2003.
2004
|
2003
|
|||||||
(in millions) | ||||||||
Operating profit (loss), as reported
|
$ | (34.9 | ) | $ | 36.3 | |||
Asset impairment charge
|
51.5 | | ||||||
|
|
|
||||||
Operating profit, excluding
asset impairment charge
|
$ | 16.6 | $ | 36.3 | ||||
|
|
|
* | Note: This table is a reconciliation of operating profit (loss) for the offshore platform segment for fiscal 2004 and 2003, which is provided to assist with yearly comparisons. |
21
Financial performance during 2004 was hindered by continued softness in the
offshore platform rig market which kept rig utilizations at an average of 48
percent for 2004. More importantly, total revenues and revenue per day declined
due to changes in the nature of contract terms on several of the Companys
rigs. During 2003, contracts for two of the Companys newest rigs terminated
and were renegotiated at lower dayrates just prior to the end of the year.
Additionally, two other rigs that were working at full dayrates during 2003
were changed to standby status, thereby reducing total revenues and
profitability. These specific transactions, coupled with an overall softening
in the market, caused average rig revenue and margin per rig day to decline
during 2004.
COMPARISON OF THE YEARS ENDED
SEPTEMBER 30, 2004 AND 2003
2004
2003
% Change
(in thousands, except operating statistics)
$
150,698
$
109,812
37.2
%
113,988
81,461
39.9
2,144
3,110
(31.1
)
20,530
20,092
2.2
$
14,036
$
5,149
172.6
6,266
4,515
38.8
%
$
19,884
$
19,603
1.4
$
14,278
$
14,140
1.0
$
5,606
$
5,463
2.6
32
32
54
%
39
%
38.5
Operating statistics of per day revenue, expense and margin do not include reimbursements of out-of-pocket expenses and exclude the effects of management contracts and currency revaluation expense.
Included in international operations revenue and margin per day calculations for fiscal 2004 is an insurance gain of $1.7 million. Without the insurance gain, the revenue per day and margin per day would have been $19,616 and $5,338, respectively.
22
Operating profit for the Companys international operations increased 172.6 percent from 2003 to 2004 due to higher rig activity, improved margin per rig day, and lower general and administrative expense resulting from reduced salary, bonus and travel expense. Rig activity improved, primarily due to improved demand in the Companys largest international operation in Venezuela. Venezuelan operations improved substantially as the government-owned oil company, PDVSA, increased their spending in an attempt to improve overall production rates following the reduction in production caused by a workers strike and attempted coup in Venezuela during 2003. Despite overall improvement of conditions in Venezuela, the currency there was devalued during the year, resulting in a loss of $1.9 million for 2004. (See MD&A Section on Foreign Currency Exchange Rate Risk for more discussion.) Additionally, Company operations improved substantially in Bolivia and Hungary. Although operations in Chad ceased at the end of 2004, and it is anticipated that Hungarys operations will cease during the first half of 2005, the Company expects that operations will improve in the Companys operations located in Venezuela, Colombia and Ecuador during 2005. Late in 2004 and during the first quarter of 2005, the Company returned to the United States five of its 32 international land rigs. Two of the five rigs have contracts for work as of the first quarter of 2005. Three of the five rigs were scheduled to arrive during the first quarter 2005 in the U.S. for an assessment of their viability in the U.S. market. As a result of the improved demand for contract drilling work in South America, and the reduction in available Company rigs, it is anticipated that rig utilizations will improve during 2005.
23
Operating profit in the Companys Real Estate division fell 35.4 percent from 2003 to 2004, but performance of its core operations actually improved. The reduction in operating profit was due primarily to a decline in the profits recorded for the sale of raw land in 2004 versus 2003. While the sale of raw land has not been an ongoing component of income in the Real Estate division, the Company recorded gains on sales of land totaling $1.0 million and $2.7 million in 2004 and 2003, respectively. Direct operating expenses increased as compared to 2003 due to demolition costs in 2004 of over $.8 million relating to the razing of the Companys former headquarters building, and an increase in advertising expense.
24
COMPARISON OF THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
|
2003
|
2002
|
% Change
|
|||||||||
(in thousands, except operating statistics) | ||||||||||||
U.S. LAND OPERATIONS
|
||||||||||||
Revenues
|
$ | 273,993 | $ | 232,446 | 17.9 | % | ||||||
Intersegment elimination
|
| (809 | ) | | ||||||||
Direct operating expenses
|
201,398 | 165,394 | 21.8 | |||||||||
Intersegment elimination
|
| (648 | ) | | ||||||||
General and administrative expense
|
9,304 | 10,087 | (7.8 | ) | ||||||||
Depreciation
|
44,726 | 26,311 | 70.0 | |||||||||
|
|
|
||||||||||
Operating profit
|
$ | 18,565 | $ | 30,493 | (39.1 | ) | ||||||
|
|
|
||||||||||
Operating Statistics:
|
||||||||||||
Activity days
|
22,588 | 17,478 | 29.2 | % | ||||||||
Average rig revenue per day
|
$ | 11,436 | $ | 12,397 | (7.8 | ) | ||||||
Average rig expense per day
|
$ | 8,221 | $ | 8,561 | (4.0 | ) | ||||||
Average rig margin per day
|
$ | 3,215 | $ | 3,836 | (16.2 | ) | ||||||
Number of owned rigs at end of period
|
83 | 66 | 25.8 | |||||||||
Rig utilization
|
81 | % | 84 | % | (3.6 | ) |
Operating statistics for per day revenue, expense and margin do not include reimbursements of out-of-pocket expenses.
The Companys operating profit in its U.S. land rig operations fell by 39.1 percent from 2002 to 2003, despite the fact that commodity prices were very strong during 2003. Historically high crude oil and natural gas prices, and an increasing industry rig count in the United States were all strong signals for an up cycle that could benefit oil service and contract drilling companies. However, in spite of increasing rig activity, average dayrates and margins per rig day fell during 2003. Even with higher industry rig counts, the additional capacity added by companies like Helmerich & Payne, along with intense rig-on-rig price competition, delayed improvements in dayrates and margins. More particularly with Helmerich & Payne, 2002 dayrates were aided by the remaining term left on some of the contracts for work relating to FlexRig2s that were completed and commenced work during 2001. Those relatively high dayrates and
25
margins did not continue at those levels during 2003 after contracts expired.
The Companys increase in rig capacity was brought about by its FlexRig3
construction program that began during 2002. During 2003, 19 FlexRig3s were
completed and put into service. Two first generation FlexRigs were sent
overseas for work in Hungary and Chad. As a result of the construction program,
the Companys investment in drilling equipment rose significantly, thereby
resulting in an increase in depreciation expense.
COMPARISON OF THE YEARS ENDED SEPTEMBER 30, 2003 AND 2002
2003
2002
% Change
(in thousands, except operating statistics)
$
112,633
$
132,249
(14.8
)%
60,589
79,301
(23.6
)
2,939
3,451
(14.8
)
12,799
10,809
18.4
$
36,306
$
38,688
(6.2
)
2,233
3,286
(32.0
)%
$
38,239
$
30,424
25.7
$
17,822
$
16,263
9.6
$
20,417
$
14,161
44.2
12
12
51
%
83
%
(38.6
)
Operating statistics of per day revenue, expense and margin do not include reimbursements of out-of-pocket expenses and exclude the effects of offshore platform management contracts.
During 2003, the Company experienced a reduction in activity days and rig utilization in its U.S. offshore platform rig operations. Total revenues and revenue per day during 2003 were aided by the recognition of revenue due to early termination of contracts and higher dayrates for three rigs. During the fourth quarter of 2003, one platform rig was stacked and two rigs that were working at full dayrate were changed to standby status. Capital expenditures were reduced dramatically due to the fact that there were no new platform rigs under
26
construction during 2003, whereas two new platform rigs were completed
during 2002.
COMPARISON OF THE YEARS ENDED
SEPTEMBER 30, 2003 AND 2002
2003
2002
% Change
(in thousands, except operating statistics)
$
109,812
$
151,392
(27.5
)%
81,461
115,294
(29.3
)
3,110
2,634
18.1
20,092
20,336
(1.2
)
$
5,149
$
13,128
(60.8
)
4,515
5,956
(24.2
)%
$
19,603
$
21,161
(7.4
)
$
14,140
$
14,599
(3.1
)
$
5,463
$
6,562
(16.7
)
32
33
(3.0
)
39
%
51
%
(23.5
)
Operating statistics of per day revenue, expense and margin do not include reimbursements of out-of-pocket expenses, the effects of management contracts, or the effect of currency revaluation expense.
Rig activity, revenues and operating profit in the Companys international operations declined from 2002 to 2003. The general softness in the international markets was broad based and resulted in lower utilizations in each of the countries in which the Company operated during the 2002-2003 period. The Companys Venezuelan operations, where the largest number of international rigs are located, were also hampered by an attempted coup, which resulted in a strike by workers at PDVSA, the government-owned oil company. The Company has currency risks in Venezuela described in detail later in the MD&A under Foreign Currency Exchange Rate Risk. Due to that exposure, the Company recorded currency devaluation losses for Venezuelan operations totaling $.6 million in 2003 and $4.4 million in 2002.
27
During 2002, the Company recorded an estimated devaluation loss totaling $1.2 million in Argentina when that country experienced a dramatic economic collapse. As a result of the collapse, the government stopped the outflow of dollars from the country and required that former dollar obligations be paid in Argentina pesos. During 2003, the Company was able to reduce its 2002 estimated devaluation loss by approximately $1.0 million by securing agreements with its customers that limited the portion of the accounts receivable that was paid in pesos with the balance of such accounts receivable paid in U.S. dollars.
Operating profit increased by 29.7 percent from 2002 to 2003 in the Companys Real Estate division, primarily due to the sale of approximately 15 acres of raw land from the Companys South Park investment. Pre-tax profit from the sale of land was approximately $2.7 million. Depreciation expense increased in 2003 due to the acceleration of depreciation on the Companys headquarters building, which was demolished in 2004. Overall combined occupancy and resulting revenues generated from all the other real estate properties did not materially fluctuate from 2002 to 2003.
28
LIQUIDITY AND CAPITAL RESOURCES
The Companys capital spending for continuing operations was $89 million in 2004, $246.3 million in 2003, and $312.1 million in 2002. Net cash provided from operating activities for those same time periods was $135.4 million in 2004, $96.5 million in 2003, and $151.8 million in 2002. In addition to the net cash provided by operating activities, the Company also generated net proceeds from the sale of portfolio securities of $30.9 million in 2004, $18.2 million in 2003, and $47.1 million in 2002. The Companys 2005 capital spending estimate is $55 million, down from $89 million in 2004 due to the completion of the FlexRig construction in March, 2004.
During 2000, the Company announced its FlexRig2 program under which it would construct 12 new FlexRigs at an approximate cost of between $7.5 and $8.25 million each. During 2001, the Company completed construction on seven of those 12 rigs. Additionally, the Company announced in 2001 that it would embark on another construction project (FlexRig3 program) to build an additional 25 FlexRigs at an approximate cost of $11.0 million each. During 2002, the Company completed the remaining five rigs in the FlexRig2 program and the first eight rigs in the FlexRig3 program. During 2003, the remaining 17 rigs originally planned in the FlexRig3 program were completed. Another seven FlexRig3s were scheduled for construction, two of which were completed by the end of fiscal 2003, and five were completed by March, 2004.
In August 2002, the Company entered into a $200 million intermediate-term unsecured debt obligation with staged maturities from 5 to 12 years and a weighted average interest rate of 6.31 percent.
29
Funding of the notes occurred on August 15, 2002 and October 15, 2002 in equal amounts of $100 million. The terms of the debt obligations require the Company to maintain a minimum ratio of debt to total capitalization. Proceeds from the intermediate-term debt were used to repay the balance of the Companys outstanding debt of $50 million in September 2002, to help fund the Companys rig construction program and for other general corporate purposes.
On September 30, 2004, the Company had a committed unsecured line of credit totaling $50 million, with no money drawn and letters of credit totaling $13 million outstanding against the line. The line of credit matures in 2005 and bears interest of LIBOR plus .875 percent to 1.125 percent depending on certain financial ratios of the Company. The Company must maintain certain financial ratios including debt to total capitalization and debt to earnings before interest, taxes, depreciation, and amortization, and maintain a minimum level of tangible net worth.
Current ratios for September 30, 2004, and 2003 were 4.1 and 2.3, respectively. The debt to total capitalization ratio was 18 percent and 20 percent at September 30, 2004 and 2003, respectively. Additionally, the Company manages a large portfolio of marketable securities that, at the close of 2004, had a market value of $240.7 million. The Companys investments in Atwood Oceanics, Inc., and Schlumberger, Ltd., made up almost 94 percent of the portfolios market value on September 30, 2004. The value of the portfolio is subject to fluctuation in the market and may vary considerably over time. Excluding the Companys equity-method investments, the portfolio is recorded at fair value on the Companys balance sheet for each reporting period. In July 2004, Atwood Oceanics, Inc., (Atwood) the Companys equity affiliate, filed a Registration Statement covering all 3,000,000 shares of Atwood stock owned by H&P.
30
On October 19, 2004, Atwood and Helmerich & Payne closed a public offering in which Helmerich & Payne sold 1,000,000 Atwood shares and received approximately $45.8 million. The Company now owns 2,000,000 shares or approximately 13.3 percent of the outstanding shares of Atwood.
During 2004, the Company paid a dividend of $.3225 per share, or a total of
$16.2 million, representing the 32nd consecutive year of dividend increases.
STOCK PORTFOLIO HELD BY THE COMPANY
MATERIAL COMMITMENTS
The Company has no off balance sheet arrangements. The Companys contractual
obligations as of September 30, 2004, are summarized in the table below:
(a) See Note 4 Long-term Debt to the Companys Consolidated Financial
Statements.
(b) See Note 14 Commitments and Contingencies to the Companys Consolidated
Financial Statements.
The above table does not include obligations for the Companys pension plan,
for which the recorded liability at September 30, 2004 is $19.2 million. Based
on current information available from plan actuaries, the Company anticipates
no contributions will be made in 2005. Future contributions beyond 2005 are
difficult to estimate due to multiple variables involved.
31
September 30, 2004
Number of Shares
Cost Basis
Market Value
(in thousands, except share amounts)
3,000,000
$
57,824
$
142,620
1,230,000
19,539
82,791
8,272
15,298
$
85,635
$
240,709
Payments Due By Year
Total
2005
2006
2007
2008
2009
After 2009
(in thousands)
$
200,000
$
$
$
25,000
$
$
25,000
$
150,000
9,929
2,542
2,261
1,844
1,412
1,408
462
$
209,929
$
2,542
$
2,261
$
26,844
$
1,412
$
26,408
$
150,462
CRITICAL ACCOUNTING POLICIES
The Companys consolidated financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. The following is a discussion of the critical accounting policies, which relate to property, plant and equipment, impairment of long-lived assets, self-insurance accruals, and revenue recognition. Other significant accounting policies are summarized in Note 1 in the notes to the consolidated financial statements.
Property, plant and equipment, including renewals and betterments, are stated at cost, while maintenance and repairs are expensed as incurred. Interest costs applicable to the construction of qualifying assets are capitalized as a component of the cost of such assets. The Company provides for the depreciation of property, plant and equipment using the straight-line method over the estimated useful lives of the assets. Upon retirement or other disposal of fixed assets, the cost and related accumulated depreciation are removed from the respective accounts and any gains or losses are recorded in results of operations.
The Companys management assesses the potential impairment of its long-lived assets whenever events or changes in conditions indicate that the carrying value of an asset may not be recoverable. Changes that trigger such an assessment may include equipment obsolescence, changes in the market demand for a specific asset, periods of relatively low rig utilizations, declining revenue per rig day, declining cash margin per rig day, completion of specific contracts, and/or overall changes in general market conditions. If a review of the long-lived assets indicates that the carrying value of certain of these assets is more
32
than the estimated undiscounted future cash flows, an impairment charge is made to adjust the carrying value to the estimated fair market value of the asset. See additional discussion of impairment assumptions, including determination of fair value, under Results of Operations. Use of different assumptions could result in an impairment charge different from that reported.
The Company is self-insured or maintains high deductibles for certain losses relating to workers compensation, general, product, and auto liabilities. Generally, deductibles are $2 million per occurrence on claims that fall under these coverages. Insurance is also purchased on rig properties and generally deductibles are $1 million per occurrence. Excess insurance is purchased over these coverages to limit the Companys exposure to catastrophic claims, but there can be no assurance that such coverage will respond or be adequate in all circumstances. Retained losses are estimated and accrued based upon our estimates of the aggregate liability for claims incurred, and using the Companys historical loss experience and estimation methods that are believed to be reliable. Nonetheless, insurance estimates include certain assumptions and management judgments regarding the frequency and severity of claims, claim development, and settlement practices. Unanticipated changes in these factors may produce materially different amounts of expense that would be reported under these programs.
The Companys pension benefit costs and obligations are dependent on various actuarial assumptions. The Company makes assumptions relating to discount rates, rate of compensation increase, and expected return on plan assets. The Company bases its discount rate
33
assumption on current yields on AA-rated corporate long-term bonds. The rate of compensation increase assumption reflects actual experience and future outlook. The expected return on plan assets is determined based on historical portfolio results and future expectations of rates of return. Actual results that differ from estimated assumptions are accumulated and amortized over the estimated future working life of the plan participants and could therefore affect expense recognized and obligations recorded in future periods.
Revenues and costs on daywork contracts are recognized daily as the work progresses. For certain contracts, we receive lump-sum payments for the mobilization of rigs and other drilling equipment. Revenues earned, net of direct costs incurred for the mobilization, are deferred and recognized over the term of the related drilling contract. Other lump-sum payments received from customers relating to specific contracts are deferred and amortized to income as services are performed. Costs incurred to relocate rigs and other drilling equipment to areas in which a contract has not been secured are expensed as incurred.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Rate Risk The Company has international operations in Hungary and in several South American countries, as well as a labor contract for work in Equatorial Guinea and Russia. With the exception of Venezuela, the Companys exposure to currency valuation losses is usually minimal due to the fact that virtually all invoice billings and receipts in other countries are in U.S. dollars. Even though the Companys contract with its customers in Argentina was in U.S. dollars, the Company recorded a devaluation loss as Argentina experienced a dramatic economic collapse during 2002.
34
As a result of the economic collapse, the government stopped the outflow of dollars from the country and required that former dollar obligations be paid in Argentina pesos, resulting in the Company recording an estimated loss of $1.2 million in 2002. The Company was able to reduce this estimated loss by approximately $1.0 million during 2003 by securing agreements with its customers that limited the portion of the accounts receivable that was paid in pesos with the balance of such accounts receivable paid in U.S. dollars. At the present time, the Company has one rig working in Argentina.
The Company is exposed to risks of currency devaluation in Venezuela primarily as a result of bolivar receivable balances and bolivar cash balances. In Venezuela, approximately 60% of the Companys invoice billings to the Venezuelan state oil company, PDVSA, are in U.S. dollars and 40% are in the local currency, the bolivar. PDVSA typically pays all amounts owed in bolivars. The Company, historically, has usually been able to convert the bolivars received in payment of the dollar-based billings into dollars in a timely manner and thus avoid, in large measure, devaluation losses pertaining to these dollar-based invoices. In compliance with applicable regulations the Company on October 1, 2003, submitted a request to the Venezuelan government seeking permission to convert existing bolivar balances into U.S. dollars. In January 2004, the Venezuelan government approved the conversion of bolivar cash balances to U.S. dollars and the remittance of $8.8 million U.S. dollars as dividends by the Companys Venezuelan subsidiary to the U.S. based parent. As a consequence, the Companys exposure to currency devaluation was reduced by this amount.
35
As stated above, the Company is exposed to risks of currency devaluation in Venezuela primarily as a result of bolivar receivable balances and bolivar cash balances. As a result of the 20% devaluation of the bolivar during fiscal 2004 (from September 2003 through August 2004), the Company experienced total devaluation losses of $1.9 million during that same period. This 20% devaluation loss may not be reflective of the actual potential for future devaluation losses because of the exchange controls that are currently in place. There have been recent press reports of a potential devaluation in calendar 2005. However, the exact amount and timing of such devaluation is uncertain. While the Company is unable to predict future devaluation in Venezuela, if fiscal 2005 activity levels are similar to fiscal 2004 and if a 10% to 20% devaluation were to occur, the Company could experience potential currency devaluation losses ranging from approximately $1.2 million to $2.3 million.
In late August 2003, the Venezuelan state petroleum company agreed, on a prospective basis, to pay a portion of the Companys dollar-based invoices in U.S. dollars. While this is a positive development in light of the existing exchange controls, there is no guarantee as to how long this arrangement will continue. Were this agreement to end, the Company would revert back to receiving payments in bolivars and thus increase bolivar cash balances and exposure to devaluation.
Commodity Price Risk The demand for contract drilling services is a result of exploration and production companies spending money to explore and develop drilling prospects in search for crude oil and natural gas. Their appetite for such spending is driven by their cash flow and financial strength, which is very dependent, among other things, on crude oil and natural gas commodity prices. Crude oil prices are determined by a number of factors including supply and demand,
36
worldwide economic conditions, and geopolitical factors. Crude oil and natural gas prices have been volatile and very difficult to predict. This difficulty has led many exploration and production companies to base their capital spending on much more conservative estimates of commodity prices. As a result, demand for contract drilling services is not always purely a function of the movement of commodity prices.
Interest Rate Risk The Companys interest rate risk exposure results primarily from short-term rates, mainly LIBOR-based on borrowings from its commercial banks. The Company currently maintains all of its debt portfolio in fixed-rate debt. In the past, the Company has entered into financial instruments such as interest rate swaps and may consider this and other financial instruments in the future to manage the portfolio mix between fixed and floating rate debt and to mitigate the impact of changes in interest rates based on managements assessment of future interest rates, volatility of the yield curve and the Companys ability to access the capital markets in a timely manner.
Due to the fact that all of the Companys debt at year-end has fixed rate interest obligations, there is no current risk due to interest rate fluctuation.
The following tables provide information as of September 30, 2004 and 2003
about the Companys interest rate risk sensitive instruments:
INTEREST RATE RISK
(in thousands)
After
Fair Value
2005
2006
2007
2008
2009
2009
Total
@ 9/30/04
$
25,000
$
25,000
$
150,000
$
200,000
$
216,400
5.5
%
5.9
%
6.5
%
6.3
%
37
INTEREST RATE RISK (in thousands)
After | Fair Value | |||||||||||||||||||||||||||||||
2004
|
2005
|
2006
|
2007
|
2008
|
2008
|
Total
|
@ 9/30/03
|
|||||||||||||||||||||||||
Fixed Rate Debt
|
$ | | $ | | $ | | $ | 25,000 | $ | | $ | 175,000 | $ | 200,000 | $ | 226,500 | ||||||||||||||||
Average Interest Rate
|
| | | 5.5 | % | | 6.4 | % | 6.3 | % | ||||||||||||||||||||||
Variable Rate Debt
|
$ | 30,000 | $ | | $ | | $ | | $ | | $ | | $ | 30,000 | $ | 30,000 | ||||||||||||||||
Average Interest
Rate (a)
|
| | | | | | (a | ) |
(a) LIBOR plus an increment of .875 to 1.125% depending on certain financial ratios.
Equity Price Risk. On September 30, 2004, the Company owned stocks in other publicly held companies with a total market value of $240.7 million. The Companys investments in Atwood Oceanics, Inc., and Schlumberger, Ltd., made up almost 94 percent of the portfolios market value at September 30, 2004. Although the Company sold a portion of its position in Schlumber in 2004 and Atwood in the first quarter of 2005, the Company has no specific plans to sell additional securities, but may sell additional securities based on market conditions and other circumstances. These securities are subject to a wide variety and number of market-related risks that could substantially reduce or increase the market value of the Companys holdings. Except for the Companys holdings in its equity affiliate, Atwood Oceanics, Inc., the portfolio is recorded at fair value on its balance sheet with changes in unrealized after-tax value reflected in the equity section of its balance sheet. Any reduction in market value would have an impact on the Companys debt ratio and financial strength. The total market value of the portfolio of securities was $169.5 million at September 30, 2003.
38
Report of Independent
Registered Public Accounting Firm
The Board of Directors and Shareholders
Helmerich & Payne, Inc.
We have audited the accompanying consolidated balance sheets of Helmerich & Payne, Inc. as of September 30, 2004 and 2003, and the related consolidated statements of income, shareholders equity, and cash flows for each of the three years in the period ended September 30, 2004. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Helmerich & Payne, Inc. at September 30, 2004 and 2003, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 30, 2004, in conformity with U.S. generally accepted accounting principles.
Tulsa, Oklahoma
November 23, 2004
39
Consolidated Statements of Income
Years Ended September 30,
|
2004
|
2003
|
2002
|
|||||||||
(in thousands, except per share amounts) | ||||||||||||
REVENUES
|
||||||||||||
Operating revenues
|
$ | 593,326 | $ | 507,331 | $ | 523,803 | ||||||
Income from investments
|
27,602 | 7,953 | 28,076 | |||||||||
|
|
|
|
|||||||||
|
620,928 | 515,284 | 551,879 | |||||||||
|
|
|
|
|||||||||
COSTS AND EXPENSES
|
||||||||||||
Direct operating costs
|
416,631 | 345,537 | 361,669 | |||||||||
Depreciation
|
94,425 | 82,513 | 61,447 | |||||||||
Asset impairment charge
|
51,516 | | | |||||||||
General and administrative
|
37,661 | 41,003 | 36,563 | |||||||||
Interest
|
12,695 | 12,289 | 980 | |||||||||
|
|
|
|
|||||||||
|
612,928 | 481,342 | 460,659 | |||||||||
|
|
|
|
|||||||||
Income from continuing operations before income
taxes and equity in income (loss) of affiliates
|
8,000 | 33,942 | 91,220 | |||||||||
Provision for income taxes
|
4,365 | 14,649 | 40,573 | |||||||||
Equity in income (loss) of affiliates
net of income taxes
|
724 | (1,420 | ) | 3,059 | ||||||||
|
|
|
|
|||||||||
Income from continuing operations
|
4,359 | 17,873 | 53,706 | |||||||||
Income from discontinued operations
|
| | 9,811 | |||||||||
|
|
|
|
|||||||||
NET INCOME
|
$ | 4,359 | $ | 17,873 | $ | 63,517 | ||||||
|
|
|
|
|||||||||
Basic earnings per common share:
|
||||||||||||
Income from continuing operations
|
$ | 0.09 | $ | 0.36 | $ | 1.08 | ||||||
Income from discontinued operations
|
| | 0.19 | |||||||||
|
|
|
|
|||||||||
Net income
|
$ | 0.09 | $ | 0.36 | $ | 1.27 | ||||||
|
|
|
|
|||||||||
Diluted earnings per common share:
|
||||||||||||
Income from continuing operations
|
$ | 0.09 | $ | 0.35 | $ | 1.07 | ||||||
Income from discontinued operations
|
| | 0.19 | |||||||||
|
|
|
|
|||||||||
Net income
|
$ | 0.09 | $ | 0.35 | $ | 1.26 | ||||||
|
|
|
|
|||||||||
Average
common shares outstanding (in thousands):
|
||||||||||||
Basic
|
50,312 | 50,039 | 49,825 | |||||||||
Diluted
|
50,833 | 50,596 | 50,345 |
The accompanying notes are an integral part of these statements.
40
Consolidated Balance Sheets
ASSETS
September 30,
|
2004
|
2003
|
||||||
(in thousands) | ||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$ | 65,296 | $ | 38,189 | ||||
Accounts receivable, less reserve of $1,265 in 2004 and $1,319 in 2003
|
133,262 | 91,088 | ||||||
Inventories
|
20,826 | 22,533 | ||||||
Deferred income taxes
|
4,346 | 1,935 | ||||||
Prepaid expenses and other
|
22,156 | 45,721 | ||||||
|
|
|
||||||
Total current assets
|
245,886 | 199,466 | ||||||
|
|
|
||||||
INVESTMENTS
|
161,532 | 158,770 | ||||||
|
|
|
||||||
PROPERTY, PLANT AND EQUIPMENT, at cost:
|
||||||||
Contract drilling equipment
|
1,531,937 | 1,490,389 | ||||||
Construction in progress
|
1,228 | 45,004 | ||||||
Real estate properties
|
56,307 | 56,247 | ||||||
Other
|
93,640 | 87,570 | ||||||
|
|
|
||||||
|
1,683,112 | 1,679,210 | ||||||
Less-accumulated depreciation and amortization
|
684,438 | 621,005 | ||||||
|
|
|
||||||
Net property, plant and equipment
|
998,674 | 1,058,205 | ||||||
|
|
|
||||||
OTHER ASSETS
|
752 | 1,329 | ||||||
|
|
|
||||||
TOTAL ASSETS
|
$ | 1,406,844 | $ | 1,417,770 | ||||
|
|
|
The accompanying notes are an integral part of these statements.
41
LIABILITIES AND SHAREHOLDERS EQUITY
September 30,
|
2004
|
2003
|
||||||
(in thousands, except share data) | ||||||||
CURRENT LIABILITIES:
|
||||||||
Notes payable
|
$ | | $ | 30,000 | ||||
Accounts payable
|
28,012 | 29,630 | ||||||
Accrued liabilities
|
31,891 | 28,988 | ||||||
|
|
|
||||||
Total current liabilities
|
59,903 | 88,618 | ||||||
|
|
|
||||||
NONCURRENT LIABILITIES:
|
||||||||
Long-term notes payable
|
200,000 | 200,000 | ||||||
Deferred income taxes
|
194,573 | 183,672 | ||||||
Other
|
38,258 | 28,229 | ||||||
|
|
|
||||||
Total noncurrent liabilities
|
432,831 | 411,901 | ||||||
|
|
|
||||||
SHAREHOLDERS EQUITY:
|
||||||||
Common stock, $.10 par value, 80,000,000 shares authorized,
53,528,952 shares issued
|
5,353 | 5,353 | ||||||
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued
|
| | ||||||
Additional paid-in capital
|
85,466 | 83,302 | ||||||
Retained earnings
|
828,763 | 840,776 | ||||||
Unearned compensation
|
| (10 | ) | |||||
Accumulated other comprehensive income
|
36,252 | 33,668 | ||||||
|
|
|
||||||
|
955,834 | 963,089 | ||||||
Less treasury stock, 3,083,516 shares in 2004 and
3,388,588 shares in 2003, at cost
|
41,724 | 45,838 | ||||||
|
|
|
||||||
Total shareholders equity
|
914,110 | 917,251 | ||||||
|
|
|
||||||
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
|
$ | 1,406,844 | $ | 1,417,770 | ||||
|
|
|
The accompanying notes are an integral part of these statements.
42
Consolidated Statements of Shareholders Equity
Common Stock
|
Additional
Paid-in |
Unearned | Retained |
Treasury Stock
|
Accumulated
Other Comprehensive |
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Compensation
|
Earnings
|
Shares
|
Amount
|
Income (Loss)
|
Total
|
||||||||||||||||||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||||||||||||||||||||||
Balance, September 30, 2001
|
53,529 | $ | 5,353 | $ | 80,324 | $ | (1,812 | ) | $ | 943,105 | 3,676 | $ | (49,802 | ) | $ | 49,309 | $ | 1,026,477 | ||||||||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||||||||||||||
Net Income
|
63,517 | 63,517 | ||||||||||||||||||||||||||||||||||
Other comprehensive loss:
|
||||||||||||||||||||||||||||||||||||
Unrealized losses on available-for-sale securities, net
|
(25,449 | ) | (25,449 | ) | ||||||||||||||||||||||||||||||||
Derivatives instruments losses, net
|
(68 | ) | (68 | ) | ||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net
|
(7,612 | ) | (7,612 | ) | ||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Total other comprehensive loss
|
(33,129 | ) | ||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Total comprehensive income
|
30,388 | |||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Distribution of Cimarex Energy Co. Stock
|
(152,201 | ) | (152,201 | ) | ||||||||||||||||||||||||||||||||
Cash dividends ($.31 per share)
|
(15,492 | ) | (15,492 | ) | ||||||||||||||||||||||||||||||||
Exercise of stock options
|
1,099 | (181 | ) | 2,455 | 3,554 | |||||||||||||||||||||||||||||||
Forfeiture of Restricted Stock Award
|
88 | 156 | 23 | (244 | ) | |||||||||||||||||||||||||||||||
Tax benefit of stock-based awards
|
978 | 978 | ||||||||||||||||||||||||||||||||||
Amortization of deferred
compensation
|
1,466 | 1,466 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance, September 30, 2002
|
53,529 | 5,353 | 82,489 | (190 | ) | 838,929 | 3,518 | (47,591 | ) | 16,180 | 895,170 | |||||||||||||||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||||||||||||||
Net Income
|
17,873 | 17,873 | ||||||||||||||||||||||||||||||||||
Other comprehensive income:
|
||||||||||||||||||||||||||||||||||||
Unrealized gains on available-for-sale securities, net
|
15,005 | 15,005 | ||||||||||||||||||||||||||||||||||
Derivatives instruments amort., net
|
982 | 982 | ||||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net
|
1,501 | 1,501 | ||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Total other comprehensive gain
|
17,488 | |||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Total comprehensive income
|
35,361 | |||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Cash dividends ($.32 per share)
|
(16,026 | ) | (16,026 | ) | ||||||||||||||||||||||||||||||||
Exercise of stock options
|
441 | (129 | ) | 1,753 | 2,194 | |||||||||||||||||||||||||||||||
Tax benefit of stock-based awards
|
372 | 372 | ||||||||||||||||||||||||||||||||||
Amortization of deferred
compensation
|
180 | 180 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance, September 30, 2003
|
53,529 | 5,353 | 83,302 | (10 | ) | 840,776 | 3,389 | (45,838 | ) | 33,668 | 917,251 | |||||||||||||||||||||||||
Comprehensive Income:
|
||||||||||||||||||||||||||||||||||||
Net Income
|
4,359 | 4,359 | ||||||||||||||||||||||||||||||||||
Other comprehensive income (loss):
|
||||||||||||||||||||||||||||||||||||
Unrealized gains on available-for-sale securities, net
|
3,721 | 3,721 | ||||||||||||||||||||||||||||||||||
Derivatives instruments amort., net
|
72 | 72 | ||||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net
|
(1,209 | ) | (1,209 | ) | ||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Total other comprehensive gain
|
2,584 | |||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Comprehensive income
|
6,943 | |||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||
Cash dividends ($.3225 per share)
|
(16,372 | ) | (16,372 | ) | ||||||||||||||||||||||||||||||||
Exercise of stock options
|
813 | (305 | ) | 4,114 | 4,927 | |||||||||||||||||||||||||||||||
Tax benefit of stock-based awards
|
1,351 | 1,351 | ||||||||||||||||||||||||||||||||||
Amortization of deferred
compensation
|
10 | 10 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balance, September 30, 2004
|
53,529 | $ | 5,353 | $ | 85,466 | $ | | $ | 828,763 | 3,084 | $ | (41,724 | ) | $ | 36,252 | $ | 914,110 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these statements.
43
Consolidated Statements of Cash Flows
Years Ended September 30,
|
2004
|
2003
|
2002
|
|||||||||
(in thousands) | ||||||||||||
OPERATING ACTIVITIES:
|
||||||||||||
Income from continuing operations
|
$ | 4,359 | $ | 17,873 | $ | 53,706 | ||||||
|
|
|
|
|||||||||
Adjustments to reconcile income from continuing
operations to net cash provided by operating activities:
|
||||||||||||
Depreciation
|
94,425 | 82,513 | 61,447 | |||||||||
Asset impairment charge
|
51,516 | | | |||||||||
Equity in (income) loss of affiliates before income taxes
|
(1,168 | ) | 2,290 | (5,014 | ) | |||||||
Amortization of deferred compensation
|
10 | 180 | 1,122 | |||||||||
Gain on sales of securities
|
(22,766 | ) | (5,529 | ) | (25,551 | ) | ||||||
Non-monetary investment (gain) loss
|
(2,521 | ) | | 1,204 | ||||||||
Gain on sale of property, plant and equipment
|
(5,377 | ) | (3,689 | ) | (1,392 | ) | ||||||
Deferred income tax expense
|
5,934 | 41,391 | 21,147 | |||||||||
Other net
|
(98 | ) | 336 | 791 | ||||||||
Change in assets and liabilities:
|
||||||||||||
Accounts receivable
|
(25,335 | ) | 1,516 | 24,148 | ||||||||
Inventories
|
1,707 | 251 | 1,042 | |||||||||
Prepaid expenses and other
|
24,142 | (29,355 | ) | 24,381 | ||||||||
Accounts payable
|
(1,618 | ) | (11,415 | ) | (3,769 | ) | ||||||
Accrued liabilities
|
2,870 | (1,281 | ) | 955 | ||||||||
Deferred income taxes
|
2,323 | (166 | ) | 2,986 | ||||||||
Other noncurrent liabilities
|
6,997 | 1,589 | (5,429 | ) | ||||||||
|
|
|
|
|||||||||
|
131,041 | 78,631 | 98,068 | |||||||||
|
|
|
|
|||||||||
Net cash provided by operating activities
|
135,400 | 96,504 | 151,774 | |||||||||
|
|
|
|
|||||||||
INVESTING ACTIVITIES:
|
||||||||||||
Capital expenditures
|
(88,972 | ) | (246,301 | ) | (312,064 | ) | ||||||
Proceeds from sale of property, plant and equipment
|
7,941 | 6, 720 | 4,135 | |||||||||
Purchase of investments
|
| | (5,656 | ) | ||||||||
Proceeds from sale of securities
|
14,033 | 18,215 | 47,146 | |||||||||
|
|
|
|
|||||||||
Net cash used in investing activities
|
(66,998 | ) | (221,366 | ) | (266,439 | ) | ||||||
|
|
|
|
|||||||||
FINANCING ACTIVITIES:
|
||||||||||||
Proceeds from long-term debt
|
| 100,000 | 100,000 | |||||||||
Payments on long-term debt
|
| | (50,000 | ) | ||||||||
(Decrease) increase in short-term notes
|
(30,000 | ) | 30,000 | | ||||||||
Dividends paid
|
(16,222 | ) | (16,026 | ) | (15,221 | ) | ||||||
Proceeds from exercise of stock options
|
4,927 | 2,194 | 3,554 | |||||||||
|
|
|
|
|||||||||
Net cash provided by (used in) financing activities
|
(41,295 | ) | 116,168 | 38,333 | ||||||||
|
|
|
|
|||||||||
DISCONTINUED OPERATIONS:
|
||||||||||||
Net cash provided by operating activities
|
| | 62,792 | |||||||||
Net cash (used in) investing activities
|
| | (55,232 | ) | ||||||||
Cash of discontinued operations at spinoff
|
| | (13,171 | ) | ||||||||
|
|
|
|
|||||||||
Net cash used in discontinued operations
|
| | (5,611 | ) | ||||||||
|
|
|
|
|||||||||
Net increase (decrease) in cash and cash equivalents
|
27,107 | (8,694 | ) | (81,943 | ) | |||||||
Cash and cash equivalents, beginning of period
|
38,189 | 46,883 | 128,826 | |||||||||
|
|
|
|
|||||||||
Cash and cash equivalents, end of period
|
$ | 65,296 | $ | 38,189 | $ | 46,883 | ||||||
|
|
|
|
The accompanying notes are an integral part of these statements.
44
Notes to Consolidated Financial Statements
September 30, 2004, 2003 and 2002
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Helmerich &
Payne, Inc. (the Company), and its wholly-owned subsidiaries. Fiscal years of
the Companys foreign consolidated operations end on August 31 to facilitate
reporting of consolidated results.
BASIS OF PRESENTATION
On September 30, 2002, the Company distributed 100 percent of the common stock
of Cimarex Energy Co. to the Companys shareholders. Cimarex Energy Co. held
the Companys exploration and production business and has been accounted for as
discontinued operations in the accompanying consolidated financial statements.
Unless indicated otherwise, the information in the notes to consolidated
financial statements relates to the continuing operations of the Company (see
Note 2).
Certain amounts in the accompanying consolidated financial statements for prior
periods have been reclassified to conform to current year presentation.
TRANSLATION OF FOREIGN CURRENCIES
The Company has determined that the functional currency for its foreign
subsidiaries is the U.S. dollar. Foreign currency transaction gain (losses)
were $(2.2) million, $.4 million, and $(5.5) million, for 2004, 2003, and 2002,
respectively. These amounts are included in direct operating costs.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the consolidated financial statements and
accompanying notes. Actual results could differ from those estimates.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation.
Substantially all property, plant and equipment are depreciated using the
straight-line method based on the estimated useful lives of the assets
(contract drilling equipment, 4-15 years; real estate buildings and equipment,
10-50 years; and other, 3-33 years). The Company charges the cost of
maintenance and repairs to direct operating cost, while betterments and
refurbishments are capitalized.
CAPITALIZATION OF INTEREST
The Company capitalizes interest on major projects during construction.
Interest is capitalized on borrowed funds, with the rate based on the average
interest rate on related debt. Capitalized interest for 2004, 2003, and 2002
was $.5 million, $1.8 million, and $2.5 million, respectively.
45
VALUATION OF LONG-LIVED ASSETS
The Company periodically evaluates the carrying value of long-lived assets to
be held and used, including intangible assets, when events or circumstances
warrant such a review. The Company recognizes impairment losses for long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows expected to be generated by the asset are not
sufficient to recover the carrying amount of the asset.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash in banks and investments readily
convertible into cash which mature within three months from the date of
purchase.
INVENTORIES AND SUPPLIES
Inventories and supplies are primarily replacement parts and supplies held for
use in our drilling operations. Inventories and supplies are valued at the
lower of cost (moving average or actual) or market value.
DRILLING REVENUES
Contract drilling revenues are comprised primarily of daywork drilling
contracts for which the related revenues and expenses are recognized as work
progresses. For certain contracts, the Company receives lump-sum payments for
the mobilization of rigs and other drilling equipment. Revenues earned, net of
direct costs incurred for the mobilization, are deferred and recognized over
the term of the related drilling contract. Costs incurred to relocate rigs and
other drilling equipment to areas in which a contract has not been secured are
expensed as incurred. The Company recognizes reimbursements received for
out-of-pocket expenses incurred as revenues and accounts for out-of-pocket
expenses as direct costs.
RENT REVENUES
The Company enters into leases with tenants in its rental properties consisting
primarily of retail and multi-tenant warehouse space. The lease terms of
tenants occupying space in the retail centers and warehouse buildings range
from one to ten years. Minimum rents are recognized on a straight-line basis
over the term of the related leases. Overage and percentage rents are based on
tenants sales volume. The Companys rent revenues are as follows:
46
At September 30, 2004, minimum future rental income to be received on
noncancelable operating leases were as follows (in thousands):
INVESTMENTS
The cost of securities used in determining realized gains and losses is based
on the average cost basis of the security sold. Net income in 2004 includes
approximately $1.5 million, $0.03 per share on a diluted basis, on gains
related to non-monetary transactions within the Companys available-for-sale
investment portfolio which were accounted for at fair value. Net income in 2002
includes a loss of approximately $.5 million, $0.01 per share on a diluted
basis, resulting from the Companys assessment that the decline in market value
of certain available-for-sale securities below their financial cost basis was
other than temporary. There were no losses in 2004 and 2003 as the result of a
decline in market values that were considered other than temporary by the
Company.
Investments in companies owned from 20 to 50 percent are accounted for using
the equity method with the Company recognizing its proportionate share of the
income or loss of each investee. The Company owned approximately 21.7 percent
of Atwood Oceanics, Inc. (Atwood) at both September 30, 2004 and 2003. The
quoted market value of the Companys investment was $142.6 million and $72
million at September 30, 2004 and 2003, respectively. Retained earnings at
September 30, 2004 and 2003 includes approximately $29 million and $28 million,
respectively, of undistributed earnings of Atwood.
In October 2004, the Company sold 1,000,000 shares of its position in Atwood as
part of a 2,175,000 share public offering of Atwood. The sale generated
approximately $16.5 million ($0.32 per diluted share) of net income for the
first quarter of fiscal 2005. With its remaining 2,000,000 shares of Atwood,
the Company will own approximately 13.3 percent of Atwood. The Company will
continue to account for Atwood on the equity method as the Company continues to
have significant influence through its board of director seats.
47
Summarized financial information of Atwood is as follows:
INCOME TAXES
Deferred income taxes are computed using the liability method and are provided
on all temporary differences between the financial basis and the tax basis of
the Companys assets and liabilities.
OTHER POST EMPLOYMENT BENEFITS
The Company sponsors a health care plan that provides post retirement medical
benefits to retired employees. Employees who retire after November 1, 1992 and
elect to participate in the plan pay the entire estimated cost of such
benefits.
The Company has accrued a liability for estimated workers compensation claims
incurred. The liability for other benefits to former or inactive employees
after employment but before retirement is not material.
EARNINGS PER SHARE
Basic earnings per share is based on the weighted-average number of common
shares outstanding during the period. Diluted earnings per share includes the
dilutive effect of stock options and restricted stock.
EMPLOYEE STOCK-BASED AWARDS
Employee stock-based awards are accounted for under Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees and related
interpretations. Fixed plan common stock options generally do not result in
compensation expense, because the exercise price of the options issued by the
Company equals the market price of the underlying stock on the date of grant.
The plans under which the Company issues stock based awards are described more
fully in Note 6. The following table illustrates the effect on net income and
earnings per share as if the Company had applied the fair value recognition
provisions of SFAS No. 123, Accounting for Stock-Based Compensation.
48
These pro forma amounts may not be representative of future disclosures since
the estimated fair value of stock options is amortized to expense over the
vesting period and additional options may be granted in future years.
TREASURY STOCK
Treasury stock purchases are accounted for under the cost method whereby the
cost of the acquired stock is recorded as treasury stock. Gains and losses on
the subsequent reissuance of shares are credited or charged to additional
paid-in-capital using the average-cost method.
NOTE 2 DISCONTINUED OPERATIONS
On September 30, 2002, the Companys distribution of 100 percent of the common
stock of Cimarex Energy Co. and the merger of Key Production Company, Inc. with
Cimarex was completed. In connection with the distribution, approximately 26.6
million shares of the Cimarex Energy Co. common stock on a diluted basis were
distributed to shareholders of the Company of record on September 27, 2002. The
Cimarex Energy Co. stock distribution was recorded as a dividend and resulted
in a decrease to consolidated shareholders equity of approximately $152.2
million. The Company does not own any common stock of Cimarex Energy Co.
Under terms of a tax sharing agreement, each party has agreed to indemnify the
other in respect of all taxes for which it is responsible under the tax sharing
agreement. Cimarex is responsible for all taxes related to the exploration and
production business for all past and future periods, including all taxes
arising from the Cimarex business prior to the time Cimarex was formed, and
agrees to hold the Company harmless in respect of those
49
taxes. Cimarex is entitled to receive all refunds and credits of taxes
previously paid with respect to the exploration and production business.
Cimarex will not receive the benefit of any loss or similar tax attribute
arising during the time that losses from the Cimarex business are included in
the Companys consolidated federal income tax return. The Company remains
responsible for all taxes related to the business of the Company other than the
exploration and production business and has agreed to indemnify Cimarex in
respect of any liability for any such taxes.
Summarized results of discontinued operations for the year ended September 30,
2002 is as follows:
NOTE 3 IMPAIRMENT OF LONG-LIVED ASSETS
The Company periodically evaluates long-lived assets when events or
circumstances indicate, in managements judgment, that the carrying value of
such assets may not be recoverable. Changes that could trigger such an
assessment may include a significant decline in revenue or cash margin per day,
extended periods of low rig utilization, changes in market demand for a
specific asset, obsolescence, completion of specific contracts, and/or overall
general market conditions. If a review of the long-lived assets indicates that
the carrying value of certain of these assets is more than the estimated
undiscounted future cash flows, an impairment charge is made to adjust the carrying
value to the estimated fair market value of the asset.
In evaluating the Companys U.S. Offshore Platform business in the Gulf of
Mexico, indicators of impairment were present, including declines in revenue
and margin per day, industry and Company platform rig utilization, and bid
activity. As the result of the declining financial trends and the generally
unfavorable market conditions in the Gulf of Mexico, management completed an
analysis of the general market conditions in the offshore platform rig business
and the prospective market demand for each of the 12 offshore rigs owned by the
Company. Based on this analysis, management determined that the carrying value
of certain offshore rigs exceeded the estimated undiscounted future cash flows
associated with these assets; therefore, an impairment charge was required. The
amount of the impairment charge represented the difference between the
estimated fair value of the asset and its carrying value. Because quoted market
prices are not available for offshore platform rigs, the fair value was
determined based on estimated discounted future cash flows and rig utilization.
Cash flows were
50
estimated by management considering factors such as prospective market demand,
recent changes in technology and its effect on each rigs marketability and
cash investment required, suitability of rig size and makeup to existing
platforms, and new competitive dynamics due to lower industry utilization.
Based on its analysis, the Company recorded a $51.5 million pre-tax impairment
charge to the Offshore Platform segment in the fourth quarter of fiscal 2004.
In conjunction with the impairment charge, the Company retired rig 108 at
September 30, 2004, which brings the number of available platform rigs to
eleven. The Company also reduced the depreciable lives of five platform rigs to
four years and the salvage value of each of the offshore rigs to $1.0 million.
As a result of the impairment charge and the change in depreciable lives and
salvage values, depreciation expense in future years in the Offshore Platform
segment will be reduced by approximately $2.0 million a year.
NOTE 4 NOTES PAYABLE AND LONG-TERM DEBT
At September 30, 2004, the Company had $200 million in long-term debt
outstanding at fixed rates and maturities as summarized in the following table.
The terms of the debt obligations require the Company to maintain a minimum
ratio of debt to total capitalization. The proceeds of the debt issuances were
used to repay $50 million of outstanding debt, to fund the Companys rig
construction program and for other general corporate purposes. This debt is
held by various entities including $8.0 million held by a company affiliated
with one of the Companys Board members.
At September 30, 2004, the Company had a committed unsecured line of credit
totaling $50 million. Letters of credit totaling $13 million were outstanding
against the line, leaving $37 million available to borrow. Under terms of the
line of credit, the Company must maintain certain financial ratios including
debt to total capitalization and debt to earnings before interest, taxes,
depreciation, and amortization, and maintain certain levels of liquidity and
tangible net worth. The interest rate varies based on LIBOR plus .875 to 1.125
percent or prime minus 1.75 percent to prime minus 1.50 percent depending on
ratios described above.
51
NOTE 5 INCOME TAXES
The components of the provision (benefit) for income taxes from continuing
operations are as follows:
The amounts of domestic and foreign income (loss) from continuing operations
are as follows:
The components of the Companys net deferred tax liabilities are as follows:
Reclassifications have been made to the fiscal 2003 balances for certain
components of deferred tax assets and liabilities in order to conform to the
current years presentation.
52
Deferred tax assets and liabilities included in the consolidated balance sheets
are as follows:
As of September 30, 2004, the Companys federal and state net operating loss
carryforwards for income tax purposes were approximately $43 million and $66
million, respectively. If not utilized, the federal net operating loss
carryforwards will expire in fiscal 2024, and the state net operating loss
carryforwards will begin to expire in fiscal 2008.
Effective income tax rates on income from continuing operations as compared to
the U.S. Federal income tax rate are as follows:
NOTE 6 SHAREHOLDERS EQUITY
In December 2001, the board of directors authorized the repurchase of up to
2,000,000 shares per calendar year of the Companys common stock in the open
market or private transactions. The repurchased shares will be held in treasury
and used for general corporate purposes including use in the Companys benefit
plans. The Company did not repurchase any shares in fiscal 2004, 2003, or 2002.
The Company has several plans providing for common-stock based awards to
employees and to non-employee directors. The plans permit the granting of
various types of awards including stock options and restricted stock.
Restricted stock may be granted for no consideration other than prior and
future services. The purchase price per share for stock options may not be less
than market price of the underlying stock on the date of grant. Stock options
expire ten years after grant.
In March 2001, the Company adopted the 2000 Stock Incentive Plan (the Stock
Incentive Plan). The Stock Incentive Plan was effective December 6, 2000 and
will terminate December 6, 2010. Under this plan, the Company is authorized to
grant options for up to 3,000,000 shares of the Companys common stock at an
exercise price not less than the fair market value of the common stock on the
date of grant. Up to 450,000 shares of the total authorized may be granted to
participants as restricted stock awards. There were no restricted stock grants
in fiscal 2004, 2003, or 2002.
On September 30, 2002, the Company distributed 100 percent of the common stock
of Cimarex Energy Co. to the Companys shareholders. The distribution was
recorded as a dividend and resulted in a decrease to consolidated shareholders
equity of approximately $152.2 million. Any options held by Cimarex employees
at the distribution date were automatically forfeited per the terms of the
Companys stock incentive plans. Both vested and unvested options held by
remaining participants at September 30, 2002 were adjusted (the number of
options and exercise price) to reflect the change in the value of Company common stock as the result
of the spinoff of Cimarex. The adjustment was made in such a way that the
aggregate intrinsic value of the options and the ratio of the exercise price
per share to the market value per share remained the same.
53
The following summary reflects the stock option activity for the Companys
common stock and related information for 2004, 2003, and 2002 (shares in
thousands):
The following table summarizes information about stock options at September 30,
2004 (shares in thousands):
The weighted-average fair value of options at their grant date during 2004,
2003, and 2002 was $10.24, $10.72, and $12.47, respectively. The estimated fair
value of each option granted is calculated using the Black-Scholes
option-pricing model. The following summarizes the weighted-average assumptions
used in the model:
On September 30, 2004, the Company had 50,445,436 outstanding common stock
purchase rights (Rights) pursuant to terms of the Rights Agreement dated
January 8, 1996. Under the terms of the Rights Agreement each Right entitled
the holder thereof to purchase from the Company one half of one unit consisting
of one one-thousandth of a share of Series A Junior Participating Preferred
Stock (Preferred Stock), without par value, at a price of $90 per unit. The
exercise price and the number of units of Preferred Stock issuable on exercise
of the Rights are subject to adjustment in certain cases to prevent dilution.
The Rights will be attached to the common stock certificates and are not
exercisable or transferrable apart from the common stock, until ten business
54
days after a person acquires 15 percent or more of the outstanding common stock
or ten business days following the commencement of a tender offer or exchange
offer that would result in a person owning 15 percent or more of the
outstanding common stock. In the event the Company is acquired in a merger or
certain other business combination transactions (including one in which the
Company is the surviving corporation), or more than 50 percent of the Companys
assets or earning power is sold or transferred, each holder of a Right shall
have the right to receive, upon exercise of the Right, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right. The Rights are redeemable under certain circumstances at $0.01 per Right
and will expire, unless earlier redeemed, on January 31, 2006. As long as the
Rights are not separately transferrable, the Company will issue one half of one
Right with each new share of common stock issued.
NOTE 7 EARNINGS PER SHARE
A reconciliation of the weighted-average common shares outstanding on a basic
and diluted basis is as follows:
At September 30, 2004, options to purchase 1,027,680 shares of common stock at
a weighted-average price of $27.84 were outstanding, but were not included in
the computation of diluted earnings per common share. Inclusion of these shares
would be antidilutive.
At September 30, 2003, options to purchase 1,030,791 shares of common stock at
a weighted-average price of $27.86 were outstanding but were not included in
the computation of diluted earnings per common share. Inclusion of these shares
would be antidilutive.
Restricted stock of 44,675 shares at a weighted-average price of $30.38 and
options to purchase 451,421 shares of common stock at a weighted-average price
of $27.98 were outstanding at September 30, 2002, but were not included in the
computation of diluted earnings per common share. Inclusion of these shares
would be antidilutive.
55
NOTE 8 FINANCIAL INSTRUMENTS
The Company had $200 million of long-term debt outstanding at September 30,
2004 which had an estimated fair value of $216.4 million. The debt was valued
based on the prices of similar securities with similar terms and credit
ratings. The Company used the expertise of an outside investment banking firm
to assist with the estimate of the fair value of the long-term debt. The
Companys line of credit and notes payable bear interest at market rates and
the cost of borrowings, if any, would approximate fair value. The estimated
fair value of the Companys available-for-sale securities is primarily based on
market quotes.
The following is a summary of available-for-sale securities, which excludes
those accounted for under the equity method of accounting (see Note 1):
During the years ended September 30, 2004, 2003, and 2002, marketable equity
available-for-sale securities with a fair value at the date of sale of $30.9
million, $18.2 million, and $46.7 million, respectively, were sold. For the
same years, the gross realized gains on such sales of available-for-sale
securities totaled $22.8 million, $8.6 million, and $25.9 million,
respectively, and the gross realized losses totaled $7 thousand, $3.1 million
and $232 thousand, respectively.
56
NOTE 9 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The table below presents changes in the components of accumulated other
comprehensive income (loss).
57
NOTE 10 EMPLOYEE BENEFIT PLANS
The Company maintains a noncontributory defined pension plan for substantially
all U.S. employees who meet certain age and service requirements. In July 2003,
the Company revised the Helmerich & Payne, Inc. Employee Retirement Plan
(Pension Plan) to close the Pension Plan to new participants effective
October 1, 2003, and reduce benefit accruals for current participants through
September 30, 2006 at which time benefit accruals will be discontinued and the
Pension Plan frozen.
The following table and other information in this footnote provide information
at September 30 as to the Company sponsored domestic defined pension plan as
required by SFAS No. 132 (Revised 2003), Employers Disclosures About Pensions
and Other Postretirement Benefits.
Change in benefit obligation:
Change in plan assets:
Weighted-average assumptions:
58
The Company anticipates that no funding of its Pension Plan will be required in
fiscal 2005.
COMPONENTS OF NET PERIODIC PENSION EXPENSE:
The following table reflects the expected benefits to be paid from the Pension
Plan in each of the next five fiscal years, and in the aggregate for the five
years thereafter.
Included in the Pension Plan is an unfunded supplemental executive retirement
plan.
The accumulated benefit obligation for the defined Pension Plan was $75.7
million, $66.1 million and $55.7 million at September 30, 2004, 2003, and 2002,
respectively.
The Company evaluates the Pension Plan to determine whether any additional
minimum liability is required. As a result of changes in the interest rates, an
adjustment to the minimum pension liability was required. The adjustment to the
liability is recorded as a charge to accumulated other comprehensive loss, net
of tax, in shareholders equity in the consolidated balance sheets.
INVESTMENT STRATEGY AND ASSET ALLOCATION
The Companys investment policy and strategies are established with a long-term
view in mind. The investment strategy is intended to help pay the cost of the
Plan while providing adequate security to meet the benefits promised under the
Plan. The Company maintains a diversified asset mix to minimize the risk of a
material loss to the portfolio value that might occur from devaluation of any
one investment. In determining the appropriate asset mix, the Companys
financial strength and ability to fund potential shortfalls are considered.
The expected long-term rate of return on plan assets is based on historical and
projected rates of return for current and planned asset classes in the Plans
investment portfolio after analyzing historical experience and future
expectations of the return and volatility of various asset classes.
59
The target allocation for 2005 and the asset allocation for the domestic
Pension Plan at the end of fiscal 2004 and 2003, by asset category, follows:
The fair value of plan assets was $56.7 million and $53.6 million at September
30, 2004 and 2003, respectively, and the expected long-term rate of return on
these plan assets was 8% in 2004 and 8% in 2003.
DEFINED CONTRIBUTION PLAN
Substantially all employees on the United States payroll of the Company may
elect to participate in the Company sponsored 401(k)/Thrift Plan by
contributing a portion of their earnings. The Company contributes amounts equal
to 100 percent of the first five percent of the participants compensation
subject to certain limitations. Expensed Company contributions were $5.6
million, $5.6 million, and $5.2 million in 2004, 2003, and 2002, respectively.
NOTE 11 SUPPLEMENTAL BALANCE SHEET INFORMATION
The following reflects the activity in the Companys reserve for bad debt for
2004 and 2003:
60
Accounts receivable, prepaid expenses, and accrued liabilities at September 30
consist of the following:
NOTE 12 SUPPLEMENTAL CASH FLOW INFORMATION
61
NOTE 13 RISK FACTORS
CONCENTRATION OF CREDIT
Financial instruments which potentially subject the Company to concentrations
of credit risk consist primarily of temporary cash investments and trade
receivables. The Company places temporary cash investments with established
financial institutions and invests in a diversified portfolio of highly rated,
short-term money market instruments. The Companys trade receivables are
primarily with established companies in the oil and gas industry and are
typically not secured by collateral. The Company provides an allowance for
doubtful accounts, when necessary, to cover estimated credit losses. Such an
allowance is based on managements knowledge of customer accounts. No
significant credit losses have been experienced by the Company.
SELF-INSURANCE
The Company self-insures a significant portion of its expected losses under its
workers compensation, general, and automobile liability programs in the United
States. Insurance coverage has been purchased for individual claims that
exceed $2 million. The Company records estimates for incurred outstanding
liabilities for unresolved workers compensation, general liability claims and
for claims that are incurred but not reported. Estimates are based on historic
experience and statistical methods that the Company believes are reliable.
Nonetheless, insurance estimates include certain assumptions and management
judgments regarding the frequency and severity of claims, claim development,
and settlement practices. Unanticipated changes in these factors may produce
materially different amounts of expense that would be reported under these
programs.
CONTRACT DRILLING OPERATIONS
International drilling operations are significant contributors to the Companys
revenues and net profit. It is possible that operating results could be
affected by the risks of such activities, including economic conditions in the
international markets in which the Company operates, political and economic
instability, fluctuations in currency exchange rates, changes in international
regulatory requirements, international employment issues, and the burden of
complying with foreign laws. These risks may adversely affect the Companys
future operating results and financial position.
The Company is exposed to risks of currency devaluation in Venezuela primarily
as a result of bolivar receivable balances and bolivar cash balances. In
Venezuela, while approximately 60 percent of the Companys billings to the
Venezuelan oil company, PDVSA, are in U.S. dollars and 40 percent are in the
local currency, the bolivar, PDVSA typically pays all accounts owed in
bolivars. The Company, historically, has been able to convert the bolivars
received in payment of the U.S. dollar-based billings into dollars in a timely
manner. In January 2003, the Venezuelan government put into effect exchange
controls that fixed the exchange rate at 1600 bolivars to one U.S. dollar and
also prohibited the Company, as well as other companies, from converting the
bolivar into U.S. dollars. In compliance with applicable regulations, the
Company on October 1, 2003 submitted a request to the Venezuelan government
seeking permission to convert existing bolivar balances into U.S. dollars. In
January 2004 the Venezuelan government approved the conversion of bolivar cash
balances to U.S. dollars
62
and the remittance of those U.S. dollars as dividends by the Companys
Venezuelan subsidiary to the U.S. based parent. The Company was able to remit
$8.8 million of such dividends in January 2004. This reduced the Companys
exposure to currency devaluation in Venezuela.
As stated above, the Company is exposed to risks of currency devaluation in
Venezuela primarily as a result of bolivar receivable balances and bolivar cash
balances. As a result of the 20 percent devaluation of the bolivar during
fiscal 2004 (from September 2003 through August 2004), the Company experienced
total devaluation losses of $1.9 million during that same period. This 20
percent devaluation loss may not be reflective of the potential for future
devaluation losses because of the exchange controls that are currently in
place. There have been recent press reports of a potential devaluation in
calendar 2005. However, the exact amount and timing of such devaluation is
uncertain. While the Company is unable to predict future devaluation in
Venezuela, if fiscal 2005 activity levels are similar to fiscal 2004 and if a
10 percent to 20 percent devaluation would occur, the Company could experience
potential currency devaluation losses ranging from approximately $1.2 million
to $2.3 million.
In late August 2003, the Venezuelan state petroleum company agreed, on a
go-forward basis, to pay a portion of the Companys dollar-based invoices in
U.S. dollars. While this is a positive development in light of the existing
exchange controls, there is no guarantee as to how long this arrangement will
continue. Were this agreement to end, the Company would revert back to
receiving these payments in bolivars and thus increase bolivar cash balances
and exposure to devaluation.
Venezuela continues to experience significant governmental instability. In the
event that extended labor strikes occur or turmoil increases, the Company could
experience shortages in material and supplies necessary to operate some or all
of its Venezuelan drilling rigs.
NOTE 14 CONTINGENT LIABILITIES AND COMMITMENTS
COMMITMENTS
The Company, on a regular basis, makes commitments for the purchase of contract
drilling equipment. At September 30, 2004, the Company did not have any
material commitments for the purchase of drilling equipment.
63
LEASES
In May 2003, the Company signed a six-year lease for approximately 114,000
square feet of office space near downtown Tulsa, Oklahoma. The Company also
conducts certain operations in leased premises and leases telecommunication
equipment. Future minimum lease payments required under noncancelable
operating leases as of September 30, 2004 are as follows (in
thousands):
Total rent expense was $2.0 million, $1.1 million and $1.0 million for 2004,
2003 and 2002, respectively.
NOTE 15 SEGMENT INFORMATION
The Company operates principally in the contract drilling industry. The
Companys contract drilling business includes the following operating segments:
U.S. Land, U.S. Offshore Platform, and International. The contract drilling
operations consist primarily of contracting Company-owned drilling equipment
primarily to major oil and gas exploration companies. The Companys primary
international areas of operation include Venezuela, Colombia, Ecuador,
Argentina and Bolivia. The Company also has a Real Estate segment whose
operations are conducted exclusively in the metropolitan area of Tulsa,
Oklahoma. The primary areas of operations include a major shopping center and
several multi-tenant warehouses. Each reportable segment is a strategic
business unit which is managed separately. Other includes investments and
corporate operations. As described in Note 2, the Companys oil and gas
operations were distributed to Company shareholders on September 30, 2002. Such
operations have been treated as discontinued operations and have been excluded
from these segment disclosures.
The Company evaluates performance of its segments based upon operating profit
or loss from operations before income taxes which includes revenues from
external and internal customers; direct operating costs; depreciation; and
allocated general and administrative costs; but excludes corporate costs for
other depreciation and other income and expense. General and administrative
costs are allocated to the segments based primarily on specific identification,
and to the extent that such identification was not practical, on other methods
which the Company believes to be a reasonable reflection of the utilization of
services provided. The accounting policies of the segments are the same as
those described in Note 1, Summary of Accounting Policies. Intersegment sales
are accounted for in the same manner as sales to unaffiliated customers.
64
Summarized financial information of the Companys reportable segments for
each of the years ended September 30, 2004, 2003, and 2002 is shown in the
following table:
65
The following table reconciles segment operating profit to income before taxes
and equity in income (loss) of affiliates as reported on the Consolidated
Statements of Income (in thousands).
The following tables present revenues from external customers and long-lived
assets by country based on the location of service provided (in thousands).
Long-lived assets are comprised of property, plant and equipment.
Revenues from one company doing business with the contract drilling segment
accounted for approximately 10.8 percent, 15.7 percent, and 16.3 percent of the
total consolidated revenues during the years ended September 30, 2004, 2003,
and 2002, respectively. Revenues from another company doing business with the
contract drilling segment accounted for approximately 10.7 percent, 14.6
percent, and 14.7 percent of total consolidated revenues in the years ended
September 30, 2004, 2003, and 2002, respectively. Revenues from another company
doing business with the contract drilling segment accounted for approximately
8.4 percent, 11.5 percent, and 12.3 percent of total consolidated revenues in
the years ended September 30, 2004, 2003, and 2002, respectively. Collectively,
the receivables from these customers were approximately $28.6 million and $36.0
million at September 30, 2004 and 2003, respectively.
66
NOTE 16 SUBSEQUENT EVENT
In November 2004, the Company sold two conventional 2,000 horsepower rigs from
its U.S. land fleet for a total of $23.9 million.
NOTE 17 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
(in thousands, except per share amounts)
Gross profit (loss) represents total revenues less operating costs and
depreciation.
The sum of earnings per share for the four quarters may not equal the total
earnings per share for the year due to changes in the average number of common
shares outstanding.
Net income in the first quarter of 2004 has been adjusted upward from amounts
previously reported by approximately $1.0 million ($0.02 per share, on a
diluted basis) to reflect a non-monetary gain on the conversion of shares of
common stock of a company investee pursuant to that investee being acquired.
All future public filings will reflect this change.
In the fourth quarter of fiscal 2004, the net loss includes an after-tax gain
on sale of available-for-sale securities of $8.1 million, $0.16 per share, on a
diluted basis.
In the fourth quarter of fiscal 2004, the net loss includes an after-tax asset
impairment charge of approximately $32 million, $0.63 per share, on a diluted
basis.
Net income in the fourth quarter of 2003 includes after-tax gains on sale of
available-for-sale securities of $3.2 million, $0.06 per share, on a diluted
basis.
Net income in the fourth quarter of 2003 includes an after-tax equity loss in
loss from affiliates of $2.0 million, $0.04 per share, on a diluted basis.
67
Stockholders Meeting
The annual meeting of stockholders will be held
on March 2, 2005. A formal notice of the meeting,
together with a proxy statement and form of
proxy will be mailed to shareholders on or about
January 27, 2005.
Stock Exchange Listing
Helmerich & Payne, Inc. Common Stock is traded
on the New York Stock Exchange with the ticker
symbol HP. The newspaper abbreviation most
commonly used for financial reporting is HelmP.
Options on the Companys stock are also traded
on the New York Stock Exchange.
Stock Transfer Agent and Registrar
As of December 3, 2004,
there were 860
record holders of Helmerich & Payne, Inc. common
stock as listed by the transfer agents records.
Our Transfer Agent is responsible for our shareholder records, issuance of stock certificates,
and distribution of our dividends and the IRS Form
1099. Your requests, as shareholders, concerning
these matters are most efficiently answered by
corresponding directly with The Transfer Agent at
the following address:
UMB Bank
Available Information
Quarterly reports on Form 10-Q, earnings releases,
and financial statements are made available on the
investor relations section of the Companys Web
site. Also located on the investor relations section
of the Companys Web site are certain corporate
governance documents, including the following:
the charters of the committees of the Board of
Directors; the Companys Corporate Governance
Guidelines; the Code of Ethics for Principal Executive
Officer and Senior Financial Officers; certain Audit
Committee Practices and a description of the
means by which employees and other interested
persons may communicate certain concerns to
the Companys Board of Directors, including the
communication of such concerns confidentially
and anonymously via the Companys ethics hotline
at 1-800-205-4913. Quarterly reports, earnings
releases, financial statements and the various
corporate governance documents are also available
free of charge upon written request.
Annual CEO Certification
The annual CEO Certification required by Section
303A.12(a) of the New York Stock Exchange Listed
Company Manual was provided to the New York
Stock Exchange on or about March 12, 2004.
Direct Inquiries To:
Investor Relations
Internet Address: http://www.hpinc.com
68
Years ended September 30,
2004
2003
2002
(in thousands)
$
7,490
$
7,333
$
6,980
$
1,207
$
768
$
915
Fiscal Year
Amount
$
6,525
5,654
5,103
4,092
3,175
7,765
$
32,314
September 30,
2002
(in thousands)
$
172,827
15,138
5,327
$
9,811
(In thousands)
Issue Amount
Maturity Date
Interest Rate
August 15, 2007
5.51
%
August 15, 2009
5.91
%
August 15, 2012
6.46
%
August 15, 2014
6.56
%
Years Ended September 30,
2004
2003
2002
(In thousands)
$
(5,997
)
$
(34,495
)
$
13,324
4,622
6,870
5,080
(194
)
883
1,022
(1,569
)
(26,742
)
19,426
4,037
42,835
16,019
1,902
(3,383
)
3,732
(5
)
1,939
1,396
5,934
41,391
21,147
$
4,365
$
14,649
$
40,573
September 30,
2004
2003
(In thousands)
$
4,346
$
1,935
(194,573
)
(183,672
)
$
(190,277
)
$
(181,737
)
Years Ended September 30,
2004
2003
2002
35
%
35
%
35
%
18
4
7
4
2
2
55
%
43
%
44
%
2004
2003
2002
Weighted-Average
Weighted-Average
Weighted-Average
Options
Exercise Price
Options
Exercise Price
Options
Exercise Price
4,327
$
21.41
3,875
$
20.28
3,136
$
25.78
469
24.18
611
27.74
820
29.89
(305
)
16.15
(130
)
16.93
(181
)
19.61
926
(34
)
25.38
(29
)
23.85
(826
)
28.15
4,457
$
22.03
4,327
$
21.41
3,875
$
20.28
2,997
$
20.62
2,575
$
19.34
1,935
$
19.07
1,158
1,597
2,195
Outstanding Stock Options
Exercisable Stock Options
Range of
Weighted-Average
Weighted-Average
Weighted-Average
Exercise Prices
Options
Remaining Life
Exercise Price
Options
Exercise Price
685
2.9
$
11.86
685
$
11.86
1,550
5.6
$
20.81
1,174
$
20.22
2,222
6.8
$
26.01
1,138
$
26.30
4,457
5.8
$
22.03
2,997
$
20.62
2004
2003
2002
3.7
%
3.1
%
4.0
%
44
%
48
%
48
%
.8
%
.8
%
.8
%
5.5
4.5
4.5
2004
2003
2002
(in thousands)
50,312
50,039
49,825
521
555
508
2
12
521
557
520
50,833
50,596
50,345
Gross Unrealized
Gross Unrealized
Estimated Fair
Cost
Gains
Losses
Value
(in thousands)
$
27,811
$
70,448
$
170
$
98,089
$
33,300
$
64,276
$
0
$
97,576
Unrealized Appreciation
(Depreciation)
Interest Rate
Minimum Pension
on Securities
Swap
Liability
Total
(in thousands)
$
50,295
$
(986
)
$
$
49,309
(16,228
)
(127
)
(12,277
)
(28,632
)
6,167
48
4,665
10,880
11
11
(15,388
)
(15,388
)
(25,449
)
(68
)
(7,612
)
(33,129
)
24,846
(1,054
)
(7,612
)
16,180
29,731
2,421
32,152
(11,298
)
(920
)
(12,218
)
982
982
(3,428
)
(3,428
)
15,005
982
1,501
17,488
39,851
(72
)
(6,111
)
33,668
31,420
(1,951
)
29,469
(11,940
)
742
(11,198
)
72
72
(15,759
)
(15,759
)
3,721
72
(1,209
)
2,584
$
43,572
$
$
(7,320
)
$
36,252
Years Ended September 30,
2004
2003
2002
5.75
%
6.25
%
6.75
%
8.00
%
8.00
%
8.00
%
5.00
%
5.00
%
5.00
%
Years Ended September 30,
2004
2003
2002
(in thousands)
$
3,944
$
5,401
$
4,769
4,403
4,423
3,835
(4,232
)
( 3,807
)
( 4,804
)
19
180
238
(540
)
760
1,550
120
84
$
4,894
$
7,831
$
3,618
Years Ended September 30,
2005
2006
2007
2008
2009
2010-2014
Total
(in thousands)
$
4,112
$
4,134
$
4,201
$
4,278
$
23,515
$
44,207
2004
2003
(in thousands)
$
1,319
$
1,337
15
45
(69
)
(63
)
$
1,265
$
1,319
Years Ended September 30,
2004
2003
2002
(in thousands)
$
12,653
$
11,375
$
477
$
7,010
$
5,838
$
9,779
Fiscal Year
Amount
$
2,542
2,261
1,844
1,412
1,408
462
$
9,929
2004
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
$
140,458
$
151,186
$
147,874
$
181,410
51,516
24,663
23,124
18,638
(8,069
)
6,588
6,048
4,347
(12,624
)
.13
.12
.09
(.25
)
.13
.12
.09
(.25
)
2003
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
$
113,313
$
126,320
$
137,025
$
138,626
14,021
19,024
26,788
27,401
607
2,574
8,162
6,530
.01
.05
.16
.13
.01
.05
.16
.13
*
Member, Audit Committee
**
Member, Human Resources Committee
***
Member, Nominating and Corporate Governance Committee
Security Transfer Division
928 Grand Blvd., 13th Floor
Kansas City, MO 64106
Telephone: (800) 884-4225
(816) 860-5000
Helmerich & Payne, Inc.
1437 South Boulder Avenue
Tulsa, Oklahoma 74119
Telephone: (918) 742-5531
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Annual Report (Form
10-K/A) of Helmerich &
Payne, Inc. of our report dated November 23, 2004, included in the 2004 Annual Report to
Shareholders of Helmerich & Payne, Inc.
We also consent to the incorporation by reference in the Registration Statements (Form S-8
Nos. 33-55239, 333-34939 and 333-63124) pertaining, respectively, to the Helmerich & Payne, Inc.
1990 Stock Option Plan, 1996 Stock Incentive Plan and 2000 Stock Incentive Plan of our report dated
November 23, 2004, with respect to the consolidated financial statements of Helmerich & Payne, Inc.
incorporated by reference in the Annual Report (Form 10-K/A) for the year ended September 30, 2004.
ERNST & YOUNG LLP
Tulsa, Oklahoma
February 10, 2005
Exhibit 31.1
CERTIFICATION
I, Hans Helmerich, certify that:
1.
I have reviewed this Amendment No. 1 to the annual report on
Form 10-K/A of Helmerich & Payne, Inc.;
2.
Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered
by this annual report;
3.
Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the Registrant as of, and for, the periods presented in this annual report;
4.
The Registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures [as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)]
for the Registrant and have;
a)
designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
Registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this annual report is being prepared;
b)
evaluated the effectiveness of the Registrants disclosure controls
and procedures and presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this annual report based on such
evaluation; and
c)
disclosed in this annual report any change in the Registrants
internal control over financial reporting that occurred during the
Registrants most recent fiscal quarter (the Registrants fourth fiscal
quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the Registrants internal
control over financial reporting; and
5.
The Registrants other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the Registrants auditors and the audit
committee of the Registrants board of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrants ability to
record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrants
internal control over financial reporting.
/s/ Hans Helmerich
Hans Helmerich, Chief Executive Officer
February 11, 2005
Exhibit 31.2
CERTIFICATION
I, Douglas E. Fears, certify that:
1.
I have reviewed this Amendment No. 1 to the annual report on
Form 10-K/A of Helmerich & Payne, Inc.;
2.
Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period covered
by this annual report;
3.
Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material respects the financial condition,
results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;
4.
The Registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures
[as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)]
for the Registrant and have:
a)
designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be
designed under our supervision, to ensure that material information
relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the
period in which this annual report is being prepared;
b)
evaluated the effectiveness of the Registrants disclosure controls
and procedures and presented in this
annual report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the
end of the period covered by this annual report based on such evaluation;
and
c)
disclosed in this annual report any change in the Registrants
internal control over financial reporting that
occurred during the Registrants most recent fiscal quarter (the
Registrants fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely
to materially affect, the Registrants
internal control over financial reporting; and
5.
The Registrants other certifying officers and I have disclosed, based on
our most recent evaluation of internal
control over financial reporting, to the Registrants auditors and the audit
committee of the Registrants board
of directors (or persons performing the equivalent functions):
a)
all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrants ability to
record, process, summarize and report financial information; and
b)
any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrants internal
control over financial reporting.
/s/ Douglas E. Fears
Douglas E. Fears, Chief Financial Officer
February 11, 2005
Exhibit 32
Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with
Amendment No. 1 to the Annual Report of Helmerich & Payne, inc. (the Company)
on Form 10-K/A for the period ending September 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the Report), Hans
Helmerich, as Chief Executive Officer of the Company, and Douglas E. Fears, as
Chief Financial Officer of the Company, each hereby certifies, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, to the best of his knowledge, that:
(1)
The Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.
Hans Helmerich
/s/ Douglas E. Fears
Douglas E. Fears
Chief Financial Officer
February 11, 2005