UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For quarterly period ended: March 31, 2005 | |
|
||
|
OR |
o
|
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
HELMERICH & PAYNE, INC.
Delaware | 73-0679879 | |
(State or other jurisdiction of | (I.R.S. Employer I.D. Number) | |
incorporation or organization) |
1437 South Boulder Avenue, Tulsa, Oklahoma,74119
(Address of principal executive office) (Zip Code)
(918) 742-5531
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).
Yes
þ
No
o
Total Number of Pages 23
CLASS
OUTSTANDING AT APRIL 30, 2005
Common Stock, $0.10 par value
51,185,792
HELMERICH & PAYNE, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Page No. | ||||||||
|
||||||||
|
||||||||
3 | ||||||||
|
||||||||
4 | ||||||||
|
||||||||
5 | ||||||||
|
||||||||
6 | ||||||||
|
||||||||
7-13 | ||||||||
|
||||||||
14-20 | ||||||||
|
||||||||
21 | ||||||||
|
||||||||
21-22 | ||||||||
|
||||||||
|
||||||||
22 | ||||||||
|
||||||||
22 | ||||||||
|
||||||||
23 | ||||||||
Certification of CEO Pursuant to Section 302 | ||||||||
Certification of CFO Pursuant to Section 302 | ||||||||
Certification of CEO and CFO Pursuant to Section 906 |
-2-
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying notes are an integral part of these statements.
-3-
HELMERICH & PAYNE, INC. AND SUBSIDIARIES
The accompanying notes are an integral part of these statements.
-4-
HELMERICH & PAYNE, INC. AND SUBSIDIARIES
The accompanying notes are an integral part of these statements.
-5-
HELMERICH & PAYNE, INC. AND SUBSIDIARIES
The accompanying notes are an integral part of these statements.
-6-
HELMERICH & PAYNE, INC. AND SUBSIDIARIES
-7-
HELMERICH & PAYNE,
INC. AND SUBSIDIARIES
-8-
HELMERICH & PAYNE, INC. AND SUBSIDIARIES
-9-
HELMERICH & PAYNE, INC. AND SUBSIDIARIES
-10-
HELMERICH & PAYNE, INC. AND SUBSIDIARIES
Summarized financial information of the Companys reportable segments for the three months
ended March 31, 2005, and 2004, is shown in the following tables:
-11-
HELMERICH & PAYNE, INC. AND SUBSIDIARIES
The following table reconciles segment operating income per the table above to income before
income taxes and equity in income (loss) of affiliate as reported on the Consolidated
Condensed Statements of Income.
The following table presents revenues from external customers by country based
on the location of service provided.
-12-
HELMERICH & PAYNE, INC. AND SUBSIDIARIES
Plan Assets
The weighted-average
asset allocations for the pension plan by asset category follow:
Employer Contributions
The Company anticipates that no funding of the pension plan will be required in
fiscal 2005.
-13-
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Risk Factors and Forward-Looking Statements
The following discussion should be read in conjunction with the consolidated condensed
financial statements and related notes included elsewhere herein and the consolidated
financial statements and notes thereto included in the Companys 2004 Annual Report on Form
10-K. 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
natural gas and crude oil prices, expiration or termination of drilling contracts, currency
exchange losses, changes in general economic and political conditions, rapid or unexpected
changes in technologies 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 Financial Condition and Results of Operations includes 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 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.
RESULTS OF OPERATIONS
Three Months Ended
March 31, 2005 vs. Three Months Ended March 31, 2004
The Company reported net income of $22.4 million ($0.43 per diluted share) from operating
revenues of $185.5 million for the second quarter ended March 31, 2005, compared with net
income of $6.0 million ($0.12 per diluted share) from revenues of $143.0 million for the second
quarter of fiscal year 2004. Net income for the second quarter of fiscal 2004 includes $4.3
million ($0.09 per diluted share) of gains from the sale of available-for-sale securities.
There were no material security transactions in the second quarter of fiscal 2005.
The following tables summarize operations by business segment for the three months ended March
31, 2005 and 2004. Operating statistics in the tables exclude the effects of offshore
platform and international management contracts, and do not include reimbursements of
out-of-pocket expenses in revenue, expense and margin per day calculations. Per day
calculations for international operations also exclude gains and losses from translation of
foreign currency transactions.
-14-
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
U.S. LAND operating income increased to $35.8 million for the second quarter of fiscal 2005
compared to $5.7 million in the same period of fiscal 2004. Revenues were $122.4 million and
$82.5 million in the second quarter of fiscal 2005 and 2004, respectively. Included in land
revenues for the three months ended March 31, 2005 and 2004 are reimbursements for
out-of-pocket expenses of $8.4 million and $6.7 million, respectively. The $30.1 million
increase in operating income was primarily the result of increased rig days and higher
dayrates.
Average land rig margin per day was $6,944 and $3,186 for the second quarter of fiscal 2005
and 2004, respectively. The significant increase in margins was due to higher dayrates. Land
rig utilization was 94% and 86% for the second quarter of fiscal 2005 and 2004, respectively.
Land rig revenue days for the second quarter of 2005 were 7,589 compared with 6,758 for the
same period of 2004, with an average of 84.3 and 74.3 rigs working during the second quarter
of fiscal 2005 and 2004, respectively. Land depreciation expense increased to $15.1 million
in the second quarter of fiscal 2005, compared to $13.9 million in the same period of fiscal
2004. The increase is the result of having three additional rigs in the United States during
the second quarter of 2005 compared to the second quarter of 2004. The additional rigs are
the result of one transferred from Venezuela and one transferred from Chad, both in the first
quarter of 2005 and the third rig is the result of a flex rig constructed and placed in
service in the third quarter of 2004.
The Company will begin construction of 13 new drilling rigs in the third quarter of 2005.
Under terms of an agreement with an operator, the Company will operate 10 new rigs, each under
a three-year term contract at a fixed dayrate plus certain conditional incentive payments
based upon savings realized by the operator. The first rig is scheduled for completion by
November, 2005, with the remaining nine expected to be delivered to the field at the rate of
one per month thereafter. The Company currently has a letter of intent with another operator
to operate three rigs on three-year term contracts. The Company expects to deliver one new
rig per month starting November, 2005. The total capital cost of the construction is estimated
at $125 million with approximately $50 million spent in fiscal 2005 and $75 million in fiscal
2006. The construction will be financed primarily by internally generated cash flows.
U.S. OFFSHORE operating income for the second quarter of fiscal 2005 increased 7.5% compared
to the second quarter of fiscal 2004. The increase is primarily the result of a lower
depreciation expense due to an asset impairment charge recorded in the fourth quarter of
fiscal 2004. Additionally, average rig revenue per day increased while activity days remained
constant. Included in offshore revenues for the three months ended March 31, 2005 and 2004
are reimbursements for out-of-pocket expenses of $1.4 million and $1.6 million,
respectively.
- 15 -
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Five of the Companys eleven platform rigs are currently contracted and a sixth rig has been
contracted to start operations late in the third quarter of 2005. The Company continues to
forecast a slow recovery in its offshore segment, but some inquiries for future work are being
pursued and the Company is optimistic that one additional rig will be contracted by September,
2005.
INTERNATIONAL DRILLING operating income for the second quarter of fiscal 2005 was $3.6
million, compared to $1.6 million in the same period of 2004. Included in operating income is
an exchange loss in Venezuela of $1.6 million in the second quarter of 2005, compared to an
exchange loss of $1.4 million for the same period in 2004. Rig utilization for international
operations averaged 71% for this years second quarter, compared with 51% for the second
quarter of fiscal 2004. An average of 19.2 rigs worked during the current quarter, compared
to 16.2 rigs in the second quarter of fiscal 2004. International revenues were $41.8 million
in the second quarter of fiscal 2005, compared with $39.3 million in the second quarter of
fiscal 2004. The increase in revenue is attributable to increased activity days offset by a
decrease in average rig revenue per day. Included in International Drilling revenues for the
three months ended March 31, 2005 and 2004, respectively, are reimbursements for
out-of-pocket expenses of $3.8 million and $3.5 million, respectively. Depreciation
decreased as compared to the second quarter of 2004 due to transferring five rigs to U.S.
Land operations.
Currently in Venezuela, the Company has eight deep rigs operating for PDVSA with a ninth deep
rig scheduled to go to work in the third quarter for PDVSA. The Company is bidding on other
contracts that offer possibilities for one 3,000 HP deep land rig and two 2,000 HP deep land
rigs.
Ecuadors rig utilization was 100% and 67% for the second quarter of fiscal 2005 and 2004,
respectively. In those same comparative quarters, an average of 8.0 rigs and 5.4 rigs worked.
Two deep rigs worked at 96% activity in Colombia during the second quarter of 2005, compared
to no activity in the second quarter 2004. The Company anticipates the two working rigs to
remain active through the end of the fiscal year. During both second quarters of 2005 and
2004, Argentina had one rig working. Bolivia had no activity during the second quarter 2005
compared to one rig working during the second quarter 2004. Two of the three idle rigs in
Bolivia are contracted to begin work in the third quarter 2005. The third rig will be moved to
Argentina and is expected to begin work in the fourth quarter 2005. In the second quarter
2004, Chad had one rig working. Chad had no activity in the second quarter 2005, as those
operations ceased at the end of fiscal 2004. The rig has been moved to the U.S. Land
Operations and is currently under contract.
-16-
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
In the second quarter of 2005 and 2004, there was one rig working in Hungary. The contract in
Hungary was completed early in the second quarter of 2005, and the rig arrived in Houston in
April, 2005.
OTHER
Interest and dividend income increased to $1.2 million in the second quarter of 2005 compared
to $.5 million in the second quarter of 2004. The increase is due to higher earnings from
increased cash and cash equivalent balances.
Income from the sale of investment securities in the second quarter of 2004 was $7.1 million.
Gains net of tax were $4.3 million ($0.09 per diluted share). The Company sold its entire
position of 140,000 shares in ConocoPhillips during the second quarter of 2004. In the second
quarter of 2005, the Company had no income from the sale of securities.
Interest expense was $3.2 million in the second quarter of fiscal 2005, compared to $3.1
million in the same period of fiscal 2004. Interest expense is primarily attributable to the
$200 million long-term debt for both comparable quarters and short-term borrowings along with
capitalized interest of $.2 million in fiscal 2004.
Six Months Ended March 31, 2005 vs. Six Months Ended March 31, 2004
The Company reported net income of $61.7 million ($1.20 per diluted share) from operating
revenues of $360.1 million for the six months ended March 31, 2005, compared with net income of
$12.6 million ($0.25 per diluted share) from operating revenues of $277.3 million for the first
six months of fiscal year 2004. Net income for the first six months of fiscal 2005 includes
$16.0 million ($0.31 per diluted share) of after-tax gains from the sale of available-for-sale
securities. Net income for the first six months of fiscal 2004 includes $6.2 million ($0.12
per diluted share) of after-tax gains from the sale of available-for-sale securities and a
non-monetary investment gain of $1.2 million ($0.02 per diluted share).
The following tables summarize operations by business segment for the six months ended March
31, 2005 and 2004. Operating statistics in the tables exclude the effects of offshore
platform and international management contracts, and do not include reimbursements of
out-of-pocket expenses in revenue, expense and margin per day calculations. Per day
calculations for international operations also exclude gains and losses from translation of
foreign currency transactions.
-17-
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
U.S. LAND operating results in the first six months of fiscal 2005 increased significantly
from the same period in fiscal 2004. Operating income was $61.4 million and $12.2 million in
the first six months of fiscal 2005 and 2004, respectively.
Revenues were $231.6 million in the first six months of fiscal 2005, compared with $157.4
million in the same period of fiscal 2004. Included in land revenues for the six months ended
March 31, 2005 and March 31, 2004 are reimbursements for out-of-pocket expenses of $16.2
million and $10.9 million, respectively. The $49.2 million increase in operating income was
primarily the result of higher land rig margins and increased rig days, partially offset by
increased depreciation.
The 90% increase in margins was due to higher dayrates in fiscal 2005. Land rig utilization
was 93% and 83% for the six months of fiscal 2005 and 2004, respectively. Land rig revenue
days for the first six months of 2005 were 15,177 compared with 13,038 for the same period of
2004, with an average of 83.4 and 71.2 rigs working during the first six months of fiscal 2005
and 2004, respectively. The increase in rig days and average rigs working is attributable to
increased activity days for the same rigs working in 2005 and 2004 and two of the five rigs
transferred from the international fleet working. The 11% increase in depreciation is the
result of the five additional rigs transferred from the international operations during fiscal
2005.
U.S. OFFSHORE operating revenues and income remained steady. Included in offshore revenues for
the six months ended March 31, 2005 and March 31, 2004 are reimbursements for out-of-pocket
expenses of $2.9 million and $3.2 million, respectively. Operating income increased to $8.3
million in the first six months of fiscal 2005 from $8.1 million in the first six months of
2004. Rig days were 1,013 and 915 for the first six months of fiscal 2005 and 2004,
respectively. Rig utilization for the same periods was 51% and 42%, respectively.
Five of the Companys eleven platform rigs are currently contracted and a sixth rig has been
contracted to start operations late in the third quarter of 2005. The Company continues to
forecast a slow recovery in its offshore segment, but some inquiries for future work are being
pursued and the Company is optimistic that one additional contract will be secured by
September, 2005.
-18-
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
INTERNATIONAL DRILLING operating income in the first six months of fiscal 2005 was $9.8
million, compared to $5.2 million in the same period of 2004. The increase in operating
income is primarily the result of increased rig activity. Rig utilization for international
operations averaged 71% for the first six months of fiscal 2005, compared with 52% for the
first six months of fiscal 2004. An average of 19.6 rigs worked during the first six months
of fiscal 2005, compared to 16.5 rigs in the first six months of fiscal 2004. International
revenues were $84.3 million and $75.3 million in the first six months of fiscal 2005 and 2004,
respectively. Included in International Drilling revenues for the six months ended March 31,
2005 and 2004, respectively, are reimbursements for out-of-pocket expenses of $6.9 million
and $6.8 million, respectively. The overall increase in margin per day was primarily the
result of the increase in revenue days in Venezuela at attractive margins and increased rig
activity in Venezuela, Colombia and Ecuador.
Effective March 3, 2005, the Central Bank of Venezuela authorized the devaluation of the
bolivar from 1920 to 2150. Included in direct operating expenses for the six months ended
March 31, 2005 is a $1.6 million exchange loss related to the Venezuelan currency devaluation,
compared to a $1.4 million currency devaluation loss for the same period in 2004.
-19-
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OTHER
Interest and dividend income increased to $2.2 million in the first six months of 2005,
compared to $1.2 million in the same period of fiscal 2004. The increase is attributable to
higher earnings from increased cash and cash equivalent balances.
Income from the sale of investment securities increased to $26.3 million in the first six
months of fiscal 2005, compared to $12.0 million in the same period of fiscal 2004. The first
six months of 2005 includes gains from the sale of securities of $26.3 million, $16.0 million
after-tax ($0.31 per diluted share), primarily from the sale of 1,000,000 shares of Atwood
Oceanics, Inc. The first six months of 2004 includes gains from the sale of
available-for-sale securities of $10.1 million, $6.2 million after-tax ($0.12 per diluted
share) and a non-monetary investment gain of $1.9 million, $1.2 after-tax ($0.02 per diluted
share).
The value of the Companys remaining portfolio was approximately $238.9 million at March 31,
2005. The after-tax value was approximately $159.2 million.
Income from asset sales increased to $11.8 million in the first six months of 2005, compared to
$1.6 million in the same period of fiscal 2004. The increase of $10.2 million is primarily
due to the sale of two deep domestic land rigs.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalent balances increased to $208.5 million at March 31, 2005 from $65.3
million at September 30, 2004. The increase in cash and cash equivalents is the result of
proceeds from sales of securities of $62.8 million, proceeds from asset sales of $26.5 million
and net cash provided by operating activities of $78.1 million. In the first six months of
2004, net cash provided by operating activities was $37.2 million.
Capital expenditures were $22.7 million and $52.7 million for the first six months of fiscal
2005 and 2004, respectively. Capital expenditures decreased from 2004 due to the completion
of the Companys FlexRig3 construction project. The Company will begin construction of
FlexRig4 in the third quarter of 2005 with the first two of thirteen rigs to be completed in
November, 2005.
The Company anticipates capital expenditures to be approximately $125 million for fiscal 2005.
Included in the $125 million is approximately $50 million for part of the estimated
construction of 13 new drilling rigs. Capital expenditures will be financed primarily by
internally generated cash flows. A total of five new rigs were completed during the six
months ended March 31, 2004.
Current cash, investments in short-term money market securities and cash generated from
projected operating activities are expected to meet our estimated capital expenditures and
other expected cash requirements for fiscal 2005. The Companys indebtedness totaled $200
million at March 31, 2005, as described in Note 8 to the Consolidated Condensed Financial
Statements.
There were no other significant changes in the Companys financial position since September
30, 2004.
-20-
PART I. FINANCIAL INFORMATION
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a description of the Companys market risks, see
Item 4. CONTROLS AND PROCEDURES
-21-
PART I. FINANCIAL INFORMATION
Item 4. CONTROLS AND PROCEDURES (continued)
We are currently undergoing a comprehensive effort in preparation for compliance with Section
404 of the Sarbanes-Oxley Act of 2002. This effort includes the documentation, testing and
review of our internal controls under the direction of senior management. During the course of
these activities, we have identified certain internal control issues which senior management
believes need to be improved. As a result, we are evaluating and implementing improvements to
our internal controls over financial reporting and will continue to do so. These improvements
include further formalization of policies and procedures, improved segregation of duties, and
improved information technology system controls. To date, we have not identified any material
internal control weaknesses.
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of Helmerich & Payne, Inc. was held on March 2, 2005, for the
purpose of electing three members of the Board of Directors. No other matters were submitted for
vote to the stockholders. Proxies for the meeting were solicited by and on behalf of the Board of
Directors of Helmerich & Payne, Inc., and there was no solicitation in opposition to such
solicitation. Each of the nominees for directorship were elected by the affirmative vote of a
plurality of the shares of voted common stock. The number of votes for and withheld from each
Director, respectively, were as follows: John D. Zeglis, 47,086,919 for and 276,887 shares
withheld; L. F. Rooney, III, 32,470,121 for and 14,893,685 shares withheld; and William L.
Armstrong, 47,084,515 for and 279,291 shares withheld. There were no broker non-votes or other
abstentions. The other Directors whose term of office as Director continued after the meeting are
Hans Helmerich, George S. Dotson, Paula Marshall-Chapman, W. H. Helmerich, III, Glenn A. Cox, and
Edward B. Rust, Jr.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
-22-
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Exhibit Index
-23-
Table of Contents
Three Months Ended
Six Months Ended
March 31,
March 31,
2005
2004
2005
2004
$
122,394
$
82,477
$
231,582
$
157,410
18,649
18,675
39,005
39,377
41,799
39,311
84,270
75,272
2,608
2,561
5,272
5,238
185,450
143,024
360,129
277,297
114,321
104,950
225,573
198,731
23,950
23,402
47,212
45,670
9,593
9,789
18,839
18,891
147,864
138,141
291,624
263,292
37,586
4,883
68,505
14,005
1,193
516
2,154
1,161
(3,246
)
(3,112
)
(6,555
)
(6,334
)
(36
)
7,072
26,313
11,976
971
755
11,787
1,636
348
109
346
118
(770
)
5,340
34,045
8,557
36,816
10,223
102,550
22,562
15,153
4,484
42,283
9,615
687
309
1,393
(311
)
$
22,350
$
6,048
$
61,660
$
12,636
$
0.44
$
0.12
$
1.22
$
0.25
$
0.43
$
0.12
$
1.20
$
0.25
50,955
50,263
50,747
50,209
51,891
50,903
51,571
50,784
$
0.0825
$
0.0800
$
0.1650
$
0.1600
Table of Contents
Table of Contents
Accumulated
Additional
Other
Total
Common Stock
Paid-In
Unearned
Retained
Treasury Stock
Comprehensive
Shareholders
Shares
Amount
Capital
Compensation
Earnings
Shares
Amount
Income
Equity
53,529
$
5,353
$
85,466
$
$
828,763
3,084
$
(41,724
)
$
36,252
$
914,110
61,660
61,660
2,857
2,857
64,517
2,682
2,682
(8,439
)
(8,439
)
3,799
(713
)
8,044
11,843
93
(160
)
(5
)
67
4,976
4,976
11
11
53,529
$
5,353
$
97,016
$
(149
)
$
881,984
2,366
$
(33,613
)
$
39,109
$
989,700
Table of Contents
1.
Basis of Presentation
In the opinion of the Company, the accompanying unaudited consolidated condensed
financial statements contain all adjustments, consisting only of those of a normal
recurring nature, necessary to present fairly the results of the periods presented. The
results of operations for the three and six months ended March 31, 2005, and March 31,
2004, are not necessarily indicative of the results to be expected for the full year.
These consolidated condensed financial statements should be read in conjunction with the
consolidated financial statements and notes thereto in the Companys 2004 Annual Report
on Form 10-K and 10-K/A.
Certain reclassifications have been made to the prior period amounts to conform to the
current period presentation.
2.
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 following table illustrates the effect on net
income and earnings per share as if the Company had applied the fair value recognition
provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation.
Three Months Ended
Six Months Ended
March 31,
March 31,
2005
2004
2005
2004
(in thousands except per share amounts)
$
22,350
$
6,048
$
61,660
$
12,636
5
7
6
(833
)
(1,013
)
(1,826
)
(2,122
)
$
21,522
$
5,035
$
59,841
$
10,520
$
0.44
$
0.12
$
1.22
$
0.25
$
0.42
$
0.10
$
1.18
$
0.21
$
0.43
$
0.12
$
1.20
$
0.25
$
0.41
$
0.10
$
1.16
$
0.21
3.
Cash Dividends
The $.0825 cash dividend declared December 1, 2004, was paid March 1, 2005. On March 2, 2005, a
cash dividend of $.0825 per share was declared for shareholders of
record on May 13, 2005,
payable June 1, 2005.
4.
Inventories
Inventories consist primarily of replacement parts and supplies held for use in the Companys
drilling operations.
Table of Contents
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
5.
Sale of Investment Securities
Net income includes after-tax gains and losses from the sale of available-for-sale
securities and non-monetary investment gains as follows (in thousands, except per share
amounts):
Three Months Ended
Six Months Ended
March 31,
March 31,
2005
2004
2005
2004
$
(18
)
$
4,337
$
16,042
$
6,201
$
$
0.09
$
0.31
$
0.12
$
$
$
$
1,193
$
$
$
$
0.02
6.
Summary of Available-for-Sale Securities
The following is a summary of available-for-sale securities, which excludes those
accounted for under the equity method of accounting and assets held in a Non-qualified
Supplemental Savings Plan. The assets held in the Non-qualified Supplemental Savings
Plan are valued at fair market which totaled $6.3 million at March 31, 2005 and $5.6
million at September 30, 2004. The recorded amounts for investments accounted for under
the equity method are $44.9 million and $57.8 million at March 31, 2005 and September
30, 2004, respectively.
Gross
Gross
Est.
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
(in thousands)
$
30,976
$
74,959
$
74
$
105,861
$
27,811
$
70,448
$
170
$
98,089
7.
Comprehensive Income
Comprehensive income, net of related tax, is as follows (in thousands):
Three Months Ended
Six Months Ended
March 31,
March 31,
2005
2004
2005
2004
$
22,350
$
6,048
$
61,660
$
12,636
1,827
4,691
2,857
10,003
72
1,827
4,691
2,857
10,075
$
24,177
$
10,739
$
64,517
$
22,711
The components of accumulated other comprehensive income, net of related taxes, are as
follows (in thousands):
March 31,
September 30,
2005
2004
$
46,429
$
43,572
(7,320
)
(7,320
)
$
39,109
$
36,252
Table of Contents
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
8.
Notes payable and long-term debt
At March 31, 2005, the Company had $200 million in long-term debt outstanding at fixed
rates and maturities as summarized in the following table.
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
%
The terms of the debt obligations require the Company to maintain a minimum ratio of debt
to total capitalization.
At March 31, 2005, the Company had a committed unsecured line of credit totaling $50
million. Letters of credit totaling $14.4 million were outstanding against the line,
leaving $35.6 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 a minimum
level of 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 the ratios
described above. The line of credit matures in July, 2005. The Company intends to renew
the existing line of credit or obtain a similar facility at the expiration date.
9.
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.
A reconciliation of the weighted-average common shares outstanding on a basic and diluted
basis is as follows:
Three Months Ended
Six Months Ended
March 31,
March 31,
2005
2004
2005
2004
(in thousands)
50,955
50,263
50,747
50,209
936
640
824
575
51,891
50,903
51,571
50,784
10.
Income Taxes
The Companys effective tax rate was 41.2% in the first six months of fiscal 2005,
compared to 42.6% in the first six months of fiscal 2004. The effective rate differs from
the U.S. federal statutory rate of 35% primarily due to state and foreign taxes.
11.
Commitments
The Company, on a regular basis, makes commitments for the purchase of contract drilling
equipment. At March 31, 2005, the Company had commitments outstanding of approximately
$37.7 million for the purchase of drilling equipment.
Table of Contents
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
12.
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.
The Company evaluates performance of its segments based upon operating income 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 is not practical, on
other methods which the Company believes to be a reasonable reflection of the utilization
of services provided.
Summarized financial information of the Companys reportable segments for the six months
ended March 31, 2005, and 2004, is shown in the following tables:
External
Inter-
Total
Operating
(in thousands)
Sales
Segment
Sales
Income
$
231,582
$
$
231,582
$
61,385
39,005
39,005
8,340
84,270
84,270
9,779
354,857
354,857
79,504
5,272
393
5,665
1,936
(13,850
)
(393
)
(393
)
915
$
360,129
$
$
360,129
$
68,505
External
Inter-
Total
Operating
(in thousands)
Sales
Segment
Sales
Income
$
157,410
$
$
157,410
$
12,202
39,377
39,377
8,092
75,272
75,272
5,195
272,059
272,059
25,489
5,238
517
5,755
2,302
(13,786
)
(517
)
(517
)
$
277,297
$
$
277,297
$
14,005
Table of Contents
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
External
Inter-
Total
Operating
(in thousands)
Sales
Segment
Sales
Income
$
122,394
$
$
122,394
$
35,797
18,649
18,649
4,172
41,799
41,799
3,582
182,842
182,842
43,551
2,608
202
2,810
861
(7,286
)
(202
)
(202
)
460
$
185,450
$
$
185,450
$
37,586
External
Inter-
Total
Operating
(in thousands)
Sales
Segment
Sales
Income
$
82,477
$
$
82,477
$
5,747
18,675
18,675
3,880
39,311
39,311
1,555
140,463
140,463
11,182
2,561
197
2,758
1,046
(7,345
)
(197
)
(197
)
$
143,024
$
$
143,024
$
4,883
Table of Contents
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Three Months Ended
Six Months Ended
March 31,
March 31,
2005
2004
2005
2004
(in thousands)
$
37,586
$
4,883
$
68,505
$
14,005
1,193
516
2,154
1,161
(3,246
)
(3,112
)
(6,555
)
(6,334
)
(36
)
7,072
26,313
11,976
971
755
11,787
1,636
348
109
346
118
(770
)
5,340
34,045
8,557
$
36,816
$
10,223
$
102,550
$
22,562
March 31,
September 30,
2005
2004
(in thousands)
$
752,390
$
742,642
94,034
102,557
239,272
261,893
1,085,696
1,107,092
32,652
33,044
391,809
266,708
$
1,510,157
$
1,406,844
Three Months Ended
Six Months Ended
March 31,
March 31,
2005
2004
2005
2004
(in thousands)
$
143,651
$
103,713
$
275,859
$
202,025
15,889
12,637
33,221
26,386
14,602
9,961
27,967
22,385
11,308
16,713
23,082
26,501
$
185,450
$
143,024
$
360,129
$
277,297
Table of Contents
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Three Months Ended
Six Months Ended
March 31,
March 31,
2005
2004
2005
2004
(in thousands)
$
1,136
$
1,006
$
2,273
$
2,012
1,154
1,101
2,308
2,202
(1,094
)
(1,058
)
(2,189
)
(2,117
)
5
10
239
189
478
378
$
1,435
$
1,243
$
2,870
$
2,485
At March 31,
2005
2004
73.8
%
70.8
%
25.1
%
27.9
%
1.1
%
1.3
%
100.0
%
100.0
%
14.
Recently Issued Accounting Standards
In December, 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123
(revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123,
Accounting for Stock-Based Compensation. Statement 123(R) supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees and amends FASB Statement No. 95, Statement of
Cash Flows. The Statement requires all share-based payments to employees, including
grants of employee stock options, to be recognized in the financial statements based on
their fair value. The Statement is effective at the beginning of the first interim or
annual period beginning after June 15, 2005 with the SEC allowing for implementation at the
beginning of the first fiscal year beginning after June 15, 2005. The Company plans to
adopt the new standard October 1, 2005, its fiscal 2006 first quarter ending December 31,
2005, under the modified-prospective-transition method. The Company will recognize
compensation cost for share-based payments to employees based on their grant-date fair
value from the beginning of the fiscal period in which the recognition provisions are first
applied. Measurement and attribution of compensation cost for awards that were granted but
not vested prior to the date the Company adopts will be based on the same estimate of the
grant-date fair value and the same attribution method used previously under Statement 123
for pro forma disclosure. For those awards that are granted, modified or settled after the
Company adopts the Statement, compensation cost will be measured and recognized in the
financial statements in accordance with the provisions of Statement 123(R). The Company
expects to incur additional compensation expense of approximately $1 million in the fiscal
2006 first quarter ending December 31, 2005.
Table of Contents
AND RESULTS OF OPERATIONS
2005
2004
(in 000s, except days and per day amounts)
$
122,394
$
82,477
69,695
60,943
1,839
1,867
15,063
13,920
$
35,797
$
5,747
7,589
6,758
$
15,018
$
11,218
$
8,074
$
8,032
$
6,944
$
3,186
94
%
86
%
Table of Contents
AND RESULTS OF OPERATIONS
March 31, 2005
2005
2004
(in 000s, except days and per day amounts)
$
18,649
$
18,675
10,992
10,997
817
767
2,668
3,031
$
4,172
$
3,880
450
455
$
29,297
$
28,644
$
14,928
$
14,481
$
14,369
$
14,163
45
%
42
%
Table of Contents
AND RESULTS OF OPERATIONS
March 31, 2005
2005
2004
(in 000s, except days and per day amounts)
$
41,799
$
39,311
32,920
32,056
497
561
4,800
5,139
$
3,582
$
1,555
1,728
1,473
$
19,430
$
21,849
$
13,672
$
16,645
$
5,758
$
5,204
71
%
51
%
Table of Contents
AND RESULTS OF OPERATIONS
March 31, 2005
2005
2004
(in
000s, except days and per day amounts)
$
231,582
$
157,410
136,673
114,433
3,705
3,792
29,819
26,983
$
61,385
$
12,202
15,177
13,038
$
14,191
$
11,236
$
7,938
$
7,940
$
6,253
$
3,296
93
%
83
%
Table of Contents
AND RESULTS OF OPERATIONS
March 31, 2005
2005
2004
(in 000s, except days and per day amounts)
$
39,005
$
39,377
23,839
23,719
1,651
1,496
5,175
6,070
$
8,340
$
8,092
1,013
915
$
27,350
$
30,617
$
14,552
$
16,041
$
12,798
$
14,576
51
%
42
%
Table of Contents
AND RESULTS OF OPERATIONS
March 31, 2005
2005
2004
(in 000s, except days and per day amounts)
$
84,270
$
75,272
63,775
58,728
1,150
1,189
9,566
10,160
$
9,779
$
5,195
3,551
3,007
$
19,316
$
20,441
$
13,504
$
14,988
$
5,812
$
5,453
71
%
52
%
Table of Contents
AND RESULTS OF OPERATIONS
March 31, 2005
Table of Contents
March 31, 2005
Item 7 (a). Quantitative and Qualitative Disclosures About Market Risk in the
Companys 2004 Annual Report on Form 10-K filed with the Securities and Exchange
Commission on December 13, 2004,
Note 8 to the Consolidated Condensed Financial Statements contained in Part I Item
1 hereof with regard to interest rate risk,
On page 17 of Results of Operations contained in Item 2 hereof with regard to
foreign currency exchange rate risk with operations ceasing in Hungary, and
On page 19 of Results of Operations contained in Item 2 hereof with regard to
foreign currency exchange rate risk due to the currency devaluation in Venezuela.
a)
Evaluation of disclosure controls and procedures. As of the end of the period
covered by this Quarterly Report on Form 10-Q, 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:
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 Quarterly Report on Form 10-Q was prepared, as appropriate to allow
timely decisions regarding the required disclosure.
b)
Changes in internal control over financial reporting. There have been no changes in
the Companys internal control over financial reporting during the Companys last
fiscal quarter that have materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting.
c)
Section 404 of the Sarbanes-Oxley Act of 2002 will require the Company to include an
internal control report of management with our annual report on Form 10-K for the fiscal
year ending September 30, 2005. The internal control report must contain (1) a statement
of managements responsibility for establishing and maintaining adequate internal
control over financial reporting for the Company, (2) a statement identifying the
framework used by management to conduct the required evaluation of the
effectiveness of our internal control over financial reporting, (3) managements
assessment of the effectiveness of the Companys internal control over financial
reporting as of the end of our most recent fiscal year, including a statement as to
whether or not the Companys internal control over financial reporting is effective,
and (4) a statement that our independent auditors have issued an attestation report on
managements assessment of the Companys internal control over financial reporting.
Table of Contents
March 31, 2005
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.
Table of Contents
SIGNATURES
HELMERICH & PAYNE, INC.
(Registrant)
Date:
May 6, 2005
By:
/S/ HANS C. HELMERICH
Hans C. Helmerich, President
Date:
May 6, 2005
By:
/S/ DOUGLAS E. FEARS
Douglas E. Fears, Chief Financial Officer
(Principal Financial Officer)
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.
EXHIBIT 31.1
CERTIFICATION
I, Hans Helmerich, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Helmerich & Payne, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included
in this quarterly 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
quarterly report;
4. The Registrants other certifying officer 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:
5. The Registrants other certifying officer 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)
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 quarterly report is being
prepared;
b)
evaluated the effectiveness of the Registrants disclosure
controls and procedures and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this quarterly report based on such evaluation;
and
c)
disclosed in this quarterly 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
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.
Date: May 6, 2005
/S/ HANS HELMERICH
Hans Helmerich, Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION
I, Douglas E. Fears, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Helmerich & Payne, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included
in this quarterly 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
quarterly report;
4. The Registrants other certifying officer 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:
5. The Registrants other certifying officer 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)
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 quarterly report is being
prepared;
b)
evaluated the effectiveness of the Registrants disclosure
controls and procedures and presented in this quarterly report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this quarterly report based on such evaluation;
and
c)
disclosed in this quarterly 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
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.
Date: May 6, 2005
/S/ DOUGLAS E. FEARS
Douglas E. Fears, Chief Financial Officer
EXHIBIT 32
Certification of CEO and CFO Pursuant to
In connection with the Quarterly Report of Helmerich & Payne, Inc. (the Company) on Form
10-Q for the period ending March 31, 2005 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.
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
/S/ DOUGLAS E. FEARS
Douglas E. Fears
Chief Financial Officer
May 6, 2005