8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.

August 5, 2008

Date of Report

CIMAREX ENERGY CO.

(Exact name of registrant as specified in its charter)

Delaware	001-31446	45-0466694
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1700 Lincoln Street, Suite 1800, Denver, Colorado	80203-4518
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code303-295-3995

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

ITEM 2.02RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On August 5, 2008, Cimarex Energy Co. (Cimarex) announced its second-quarter 2008 financial results. The news release is included in this report as Exhibit 99.1.

ITEM 7.01REGULATION FD DISCLOSURE

On August 5, 2008, Cimarex issued a news release reporting its financial results for the second-quarter 2008. A copy of the news release is furnished as Exhibit 99.1 to this report.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

D.Exhibits

Exhibit No.	Description
99.1	Cimarex News Release, dated August 5, 2008

SIGNATURES

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 hereunto duly authorized.

		CIMAREX ENERGY CO.
Dated:	August 5, 2008	By:	/s/ Paul Korus
			Paul Korus, Vice President,
			Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Cimarex News Release, dated August 5, 2008

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EX-99.1

Cimarex Energy Co. 1700 Lincoln Street, Suite 1800 Denver, CO 80203 Phone: (303) 295-3995

Cimarex Reports Second-Quarter 2008 Earnings of $2.68 per Share

DENVER, August 5, 2008 - Cimarex Energy Co. (NYSE: XEC) today reported second-quarter 2008 net income of $229.3 million, or $2.68 per diluted share. This compares to second-quarter 2007 earnings of $78.7 million, or $0.93 per diluted share.

Revenues from oil and gas sales in the second quarter of 2008 were $588.7 million, compared to $325.8 million in the same period of 2007. Second-quarter 2008 cash flow from operations totaled $435.6 million versus $236.3 million in the same period of 2007⁽¹⁾.

The increase in second-quarter 2008 revenues, earnings and cash flow is primarily a result of higher production and oil and gas prices. Second-quarter 2008 gas prices increased 45% to $10.57 per thousand cubic feet (Mcf) and oil rose 98% to $121.64 per barrel from the same period of 2007.

Second-quarter 2008 daily oil and gas production grew 10% over last year’s second quarter. Gas production in the latest quarter averaged 353.5 million cubic feet per day, an increase of 9% over the second-quarter 2007 and oil production grew 13% to an average of 22,471 barrels per day. Growing production reflects strong results from drilling.

For the six month period ended June 30, 2008, net income totaled $379.1 million, or $4.44 per diluted share, as compared to $143.3 million, or $1.69 per diluted share, for the first six months of 2007. First-half 2008 cash flow from operations totaled $770.3 million versus $451.7 million in the same period of 2007⁽¹⁾.

Capital

Second-quarter 2008 exploration and development capital totaled $359.9 million as compared to $236.9 million in the second quarter of 2007. In the second quarter of 2008, Cimarex drilled 126 gross (82 net) wells, completing 94% as producers. Exploration and development capital investment for 2008 is projected to approximately $1.3 - $1.5 billion.

(1) Cash Flow from Operations is a non-GAAP financial measure that represents Net Cash Provided By Operating Activities adjusted for the change in operating assets and liabilities. See below for a reconciliation of the related amounts.

Outlook

Third-quarter 2008 oil and gas production volumes are projected to range between 485 - 495 million cubic feet equivalent per day (MMcfe/d). Full-year 2008 production is projected to be in the range of 480 - 495 MMcfe/d, or a 9-12% increase over 2007 after adjusting for property sales.

Expenses for the remainder of 2008 are expected to fall within the following ranges:

Expenses ($/Mcfe):
Production expense	$	1.15  - $1.25
Transportation expense		0.20  -   0.25
DD&A and ARO accretion		3.05  -   3.20
General and administrative expense		0.30  -   0.34
Production taxes (% of oil and gas revenue)		6.5%  -    7.5	%

Conference call and web cast

Cimarex will host a follow-up conference call today at 11:00 a.m. Mountain Time (1:00 p.m. Eastern Time). To access the live, interactive call, please dial (888) 603-6873 and reference call ID # 55614975 ten minutes before the scheduled start time. A digital replay will be available for one week following the live broadcast at (800) 642-1687 and by using the conference ID # 55614975. The listen-only web cast of the call will be accessible via www.cimarex.com.

About Cimarex Energy

Denver-based Cimarex Energy Co. is an independent oil and gas exploration and production company with principal operations in the Mid-Continent, Permian Basin and Gulf Coast areas of the U.S.

This communication contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and beliefs and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties are more fully described in SEC reports filed by Cimarex. While Cimarex makes these forward-looking statements in good faith, management cannot guarantee that anticipated future results will be achieved. Cimarex assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law.

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FOR FURTHER INFORMATION CONTACT

Cimarex Energy Co.

Mark Burford, Director of Capital Markets

303-295-3995

www.cimarex.com

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PRICE AND PRODUCTION DATA

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2008		2007		2008		2007
Gas Production:
Total production - Mcf		32,172,121		29,462,142		63,081,660		58,638,779
Gas volume - Mcf per day		353,540		323,760		346,603		323,971
Gas price - per Mcf (before hedge effect)	$	10.57	$	7.19	$	9.47	$	6.87
Effect of hedges	$	0.00	$	0.11	$	0.02	$	0.14
Gas price - per Mcf (after hedge effect)	$	10.57	$	7.30	$	9.49	$	7.01
Oil Production (including NGL):
Total production - barrels		2,044,831		1,801,811		4,115,688		3,561,535
Oil volume - barrels per day		22,471		19,800		22,614		19,677
Oil price - per barrel	$	121.64	$	61.51	$	107.93	$	58.40

OIL AND GAS CAPITALIZED EXPENDITURES

	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2008		2007			2008		2007
	(in thousands)					(in thousands)
Acquisition of properties	$	324	$	—		$	1,369	$	23
Exploration and development		359,898		236,874			666,853		482,379
Total oil and gas expenditures		360,222		236,874			668,222		482,402
Sale proceeds		—		(20,630	)		—		(20,880	)
	$	360,222	$	216,244		$	668,222	$	461,522

RECONCILIATION OF CASH FLOW FROM OPERATIONS

	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2008		2007			2008		2007
	(in thousands)					(in thousands)
Net cash provided by operating activities	$	382,307	$	246,794		$	697,552	$	433,263
Increase in operating assets and liabilities		53,326		(10,488	)		72,781		18,441
Cash flow from operations	$	435,633	$	236,306		$	770,333	$	451,704

Management believes that the non-GAAP measure of cash flow from operations is useful information for investors because it is used internally and is accepted by the investment community as a means of measuring the company's ability to fund its capital program. It is also used by professional research analysts in providing investment recommendations pertaining to companies in the oil and gas exploration and production industry.

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CONDENSED INCOME STATEMENTS (unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
	(In thousands, except per share data)
Revenues:
Gas sales	$	339,965		$	214,937		$	598,920		$	411,227
Oil sales		248,741			110,830			444,191			207,994
Gas gathering, processing and other		26,610			15,013			47,981			27,652
Gas marketing, net		1,067			1,304			2,367			2,086
		616,383			342,084			1,093,459			648,959
Costs and expenses:
Depreciation, depletion and amortization		133,201			112,797			258,757			221,681
Asset retirement obligation		1,862			2,399			3,456			4,990
Production		49,092			50,916			101,144			95,921
Transportation		10,621			6,294			18,930			12,228
Gas gathering and processing		12,361			7,825			22,402			15,136
Taxes other than income		39,749			23,802			70,356			44,429
General and administrative		13,876			11,958			25,460			24,609
Stock compensation, net		2,366			2,598			4,641			5,268
Other operating, net		85			2,586			1,121			2,315
		263,213			221,175			506,267			426,577
Operating income		353,170			120,909			587,192			222,382
Other (income) and expense:
Interest expense		7,748			10,297			16,168			19,462
Capitalized interest		(4,653	)		(4,898	)		(9,259	)		(9,989	)
Amortization of fair value of debt		(190	)		(580	)		(381	)		(1,527	)
Gain on early extinguishment of debt		—			(5,099	)		—			(5,099	)
Other, net		(5,507	)		(3,457	)		(8,524	)		(6,906	)
Income before income tax expense		355,772			124,646			589,188			226,441
Income tax expense		126,464			45,939			210,045			83,106
Net income	$	229,308		$	78,707		$	379,143		$	143,335
Earnings per share:
Basic	$	2.81		$	0.96		$	4.66		$	1.74
Diluted	$	2.68		$	0.93		$	4.44		$	1.69
Weighted average shares outstanding:
Basic		81,474			82,282			81,380			82,252
Diluted		85,589			84,836			85,482			84,745

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CONDENSED CASH FLOW STATEMENTS (unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
	(In thousands)
Cash flows from operating activities:
Net income	$	229,308		$	78,707		$	379,143		$	143,335
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization		133,201			112,797			258,757			221,681
Asset retirement obligation		1,862			2,399			3,456			4,990
Deferred income taxes		68,799			45,939			124,462			83,106
Stock compensation, net		2,366			2,598			4,641			5,268
Other		97			(6,134	)		(126	)		(6,676	)
Changes in operating assets and liabilities:
(Increase) decrease in receivables, net		(62,488	)		5,430			(103,137	)		11,741
Increase in other current assets		(39,610	)		(10,083	)		(46,047	)		(8,968	)
Increase (decrease) in accounts payable and accrued liabilities		49,445			16,383			77,752			(18,862	)
Decrease in other non-current liabilities		(673	)		(1,242	)		(1,349	)		(2,352	)
Net cash provided by operating activities		382,307			246,794			697,552			433,263
Cash flows from investing activities:
Oil and gas expenditures		(356,786	)		(220,858	)		(641,067	)		(473,229	)
Proceeds from sale of assets		250			21,181			354			21,530
Sales of short-term investments		2,061			—			7,061			—
Other expenditures		(12,092	)		(5,087	)		(21,086	)		(7,390	)
Net cash used by investing activities		(366,567	)		(204,764	)		(654,738	)		(459,089	)
Cash flows from financing activities:
Net decrease in bank debt		—			(161,000	)		—			(95,000	)
Increase in other long-term debt		—			350,000			—			350,000
Decrease in other long-term debt		—			(204,360	)		—			(204,360	)
Financing costs incurred		(50	)		(6,037	)		(50	)		(6,098	)
Treasury stock acquired		—			(5,623	)		—			(5,623	)
Dividends paid		(5,021	)		(3,382	)		(9,974	)		(6,747	)
Proceeds from issuance of common stock and other		10,845			432			12,961			8,017
Net cash provided by (used in) financing activities		5,774			(29,970	)		2,937			40,189
Net change in cash and cash equivalents		21,514			12,060			45,751			14,363
Cash and cash equivalents at beginning of period		147,287			7,351			123,050			5,048
Cash and cash equivalents at end of period	$	168,801		$	19,411		$	168,801		$	19,411

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BALANCE SHEETS (unaudited)

	June 30,			December 31,
	2008			2007
	(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents	$	168,801		$	123,050
Restricted cash		685			—
Short-term investments		7,393			14,391
Receivables, net		418,464			315,327
Inventories		74,874			29,642
Deferred income taxes		365			5,697
Derivative instruments		—			12,124
Other current assets		24,671			64,346
Total current assets		695,253			564,577
Oil and gas properties at cost, using the full cost method of accounting:
Proved properties		6,195,685			5,545,977
Unproved properties and properties under development, not being amortized		388,020			364,618
		6,583,705			5,910,595
Less - accumulated depreciation, depletion and amortization		(2,188,611	)		(1,938,863	)
Net oil and gas properties		4,395,094			3,971,732
Fixed assets, net		101,647			90,584
Goodwill		691,432			691,432
Other assets, net		85,846			44,469
	$	5,969,272		$	5,362,794
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	107,697		$	52,671
Accrued liabilities		236,830			240,387
Derivative instruments		16,555			—
Revenue payable		184,819			131,513
Total current liabilities		545,901			424,571
Long-term debt		486,778			487,159
Deferred income taxes		1,178,369			1,076,223
Other liabilities		136,959			115,554
Stockholders’ equity:
Preferred stock, $0.01 par value, 15,000,000 shares authorized, no shares issued		—			—
Common stock, $0.01 par value, 200,000,000 shares authorized, 83,962,774 and 83,620,480 shares issued, respectively		840			836
Treasury stock, at cost, 885,392 and 1,078,822 shares held, respectively		(33,344	)		(40,628	)
Paid-in capital		1,846,365			1,842,690
Retained earnings		1,817,902			1,448,763
Accumulated other comprehensive income		(10,498	)		7,626
		3,621,265			3,259,287
	$	5,969,272		$	5,362,794

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